Directors Report of Nardhana Infrastructure Ltd.

Mar 31, 2013

To, The Members,

The have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2013.

FINANCIAL RESULTS

(Amount in Rs.)

Sr. Particulars 31.03.2013 31.03.2012 No.

1. Income 19,489,000 238,348,232

2. Total expenditure 19,740,425 239,953,524

3. Profit/(Loss) before tax (251,425) (1,605,292)

Add: Prior period income

Profit before tax after prior period (251,425) (1605292) item

4. Current Tax 111

Deferred tax liabilities 332,761 (292,156)

5. Profit after tax (584,1861) (1,313,136)

DIVIDEND

Keeping in mind the expansion plans of the Company and also to conserve the resources and to utilize the resources for the new industry at Nardhana, Dist. Dhule, the Board of Directors does not recommend a dividend for the financial year 2012 - 13.

REVIEW OF OPERATION AND FUTURE PROSPECTS

During the year under review the sales turnover is Rs. 19,489,,000/- as compared to previous years of Rs.238,348,232/- and net loss of Rs.5,84,186 /- as compared to previous year profit of Rs. 13,13,136/-.

The Company is planned to shift its whole operations to its new project location at MIDC, Nardhana Industrial Area, Dist. Dhule and close its activities from Pithampur Dist. Dhar. As the company have only assets of building and land at the Pithampur Dist. Dhar. The plant and machinery are turned into scrap and these are written down fully in the financial year. Also the company is not received any subsidy etc. therefore the Company is not in a position to compete with others due to its increase cost of production.

In the process of shifting, the Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power and water has reached to the site and the Company will start building construction activity their. The company is in process to do joint collaboration with a Russian steel industry for its Nardhana Project.

The year 2012 - 13 has been eventful for the Company in multiple facets. Your Board of Directors has expected huge opportunities in the business of infrastructure and construction activities.

DIRECTORS

Shri Rajen Navnital and Shri Giriraj Prasad Sharma are being liable for retire by rotation and offer them self to appoint further as Director of the Company.

The brief particulars of all Directors, for which approval of members for their appointment or re-appointment are sought, have been provided in the Notice of Annual General Meeting pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the directors state that:

that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

that the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

that the directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions of Sec 58A of the Companies Act 1956.

AUDITORS

The retiring Auditors, M/s. Ashish Vyas & Co, Chartered Accountants, Dewas, being eligible, offer themselves for appointment. They have furnished a certificate to the effect that their appointment if made, would be within the prescribed limits under Sec 224(1 B) of the Companies Act 1956.

AUDITORS'' REPORT

Report of the auditors and their observations and notes to the accounts of the company for the year under review are attached herewith which are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Director) Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given as there was no employee in receipt of remuneration during the year, exceeding the limits prescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s shares are being traded. The Company has paid Listing fees for the year 2012-13.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the company follows healthy Corporate Governance practices and reports to shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis Report is provided in separate section and forming part of this report.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with the investors, various Government and Semi-Government Departments, Banks and Financial Institutions, Customers, Suppliers and other service providers. The Board of Directors wish to gratefully acknowledge the co-operation, assistance and guidance received from all of them. The company could make the progress it has in these years due to the dedication and creativity of its staff at all levels. The Board of Directors wishes to place on record its warm appreciation for these efforts.

For and on behalf of the Board of Directors

Sd/- Sd/-

Suresh Sharma Sachin Sharma Director Managing Director

Place: Indore (M.P.)

Date: 02/09/2013.

---

Mar 31, 2012

To,The Members,

The have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2012.

FINANCIAL RESULTS

(Amount in Rs.)

Sr. Particulars 31.03.2012 31.03.2011 No.

1. Income 239,537,668 490,086,334

2. Total expenditure

(i) Cost of Goods Sold 239,537,668 490,364,679

(ii) Administrative Expenses 177,102 189,659

(iii) Depreciation 207,827 247,347

3. Profit/(Loss) before tax (1,565,772) (715,351)

Add: Prior period income -

Profit before tax after prior period (1,565,772) (715,351) item

4. Provision for Taxation - -

Provision of FBT - -

Provision for Deferred tax liabilities 3,945 (292,156)

Profit after tax (1,569,717) (423,195)

DIVIDEND

Keeping in mind the expansion plans of the Company and also to conserve the resources of the Company and to utilize the resources for the new industry at Nardhana, Dist. Dhule, the Board of Directors does not recommend a dividend for the financial year 2011-12.

REVIEW OF OPERATION AND FUTURE PROSPECTS

During the year under review the sales turnover of Rs. 238,348,232/- as compared to previous years of Rs. 510,981,711/- and net loss of Rs.1,569,717 /- as compared to previous year profit of Rs. 423,195/-.

The Company is planned to shift its whole operations to its new project location at MIDC, Nardhana Industrial Area, Dist. Dhule and close its activities from Pithampur Dist. Dhar. As the company have only assets of building and land at the Pithampur Dist. Dhar. The plant and machinery are turned into scrap and these are written down fully in the financial year. Also the company is not received any subsidy etc. therefore the Company is not in a position to compete with others due to its increase cost of production.

In the process of shifting, the Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power and water has reached to the site and the Company will start building construction activity their. The company is in process to do joint collaboration with a Russian steel industry for its Nardhana Project.

The year 2011-12 has been eventful for the Company in multiple facets. Your Board of Directors has expected huge opportunities in the business of infrastructure and construction activities.

DIRECTORS

Shri Sachin Sharma and Shri Hemant Kokatay are being liable for retire by rotation and offer them self to appoint further as Director of the Company.

The brief particulars of all Directors, for which approval of members for their appointment or re-appointment are sought, have been provided in the Notice of Annual General Meeting pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the directors state that:

that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

that the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

that the directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions of Sec 58A of the Companies Act 1956.

AUDITORS

The retiring Auditors, M/s. Ashish Vyas & Co, Chartered Accountants, Dewas, being eligible, offer themselves for appointment. They have furnished a certificate to the effect that their appointment if made, would be within the prescribed limits under Sec 224(1 B) of the Companies Act 1956.

AUDITORS'' REPORT

Report of the auditors and their observations and notes to the accounts of the company for the year under review are attached herewith which are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Director) Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given as there was no employee in receipt of remuneration during the year, exceeding the limits prescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s shares are being traded. The Company has paid Listing fees for the year 2012-13.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the company follows healthy Corporate Governance practices and reports to shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis Report is provided in separate section and forming part of this report.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with the investors, various Government and Semi-Government Departments, Banks and Financial Institutions, Customers, Suppliers and other service providers. The Board of Directors wish to gratefully acknowledge the co-operation, assistance and guidance received from all of them. The company could make the progress it has in these years due to the dedication and creativity of its staff at all levels. The Board of Directors wishes to place on record its warm appreciation for these efforts.

For and on behalf of the Board of Directors

Sd/- Sd/-

Suresh Sharma Sachin Sharma

Director Managing Director

Place: Indore (M.P.)

Date: 02/09/2012

---

Mar 31, 2011

We have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2011.

FINANCIAL RESULTS (Amount in Rs.)

Sr. Particulars 31.03.2011 31.03.2010 No

1.Income 490,086,334 313,446,253

2.Total expenditure

(i) Cost of Goods Sold 490,364,679 31,22,16,560

(ii) Administrative Expenses 189,659 7,85,522

(iii) Depreciation 247,347 1,79,791

3. Profit/(Loss) before tax (715,351) 2,64,380

Add: Prior period income - -

Profit before tax after prior period (715,351) 2,64,380 item

4.Provision for Taxation - 71,000

Provision of FBT - -

Provision for Deferred tax liabilities (292,156) 16,942

5.Profit after tax (423,195) 1,76,438

DIVIDEND

Keeping in mind the expansion plans of the Company and also to conserve the resources of the Company and to utilize the resources for the new industry at Nardhana, Dist. Dhule, the Board of Directors does not recommend a dividend for the financial year 2010-11.

REVIEW OF OPERATION AND FUTURE PROSPECTS

During the year under review the sales turnover of Rs. 510,981,711/- as compared to previous years of Rs. 312,286,042/- and net loss of Rs.423,195 /- as compared to previous year profit of Rs. 176,438/-.

The Company is planned to shift its whole operations to its new project location at MIDC, Nardhana Industrial Area, Dist. Dhule and close its activities from Pithampur Dist. Dhar. As the company have only assets of building and land at the Pithampur Dist. Dhar. The plant and machinery are turned into scrap and these are written down fully in the financial year. Also the company is not received any subsidy etc. therefore the Company is not in a position to compete with others due to its increase cost of production.

In the process of shifting, the Company has already purchased land situated at MIDC, Nardtiana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power and water has reached to the site and the Company will start building construction activity their. The company is in process to do joint collaboration with a Russian steel industry for its Nardhana Project.

The year 2010-11 has been eventful for the Company in multiple facts. Your Board of Directors has expected huge opportunities in the business of infrastructure and construction activities.

POSSITION OF CHANGE OF OBJECT CLAUSE

Keeping in mind changing business scenarios and in order to explore upcoming opportunities in construction sector, the Company has amended the "Main Object" of the Memorandum of Association to broaden the existing clause. Special Resolution together with the copy of the Memorandum of Association as altered and registered by Registrar of Companies, Madhya Pradesh and Chhattisgarh on 05th July, 2010. Certificate of Change in object clause of the Company is available for inspection for the Members and stockholders.

CHANGE OF NAME

Company has amended the "Name Clause" of the Memorandum of Association to broaden the existing clause. Special Resolution together with the copy of the Memorandum of Association as altered and registered by Registrar of Companies, Madhya Pradesh and Chhattisgarh on 02nd July, 2010. Certificate of Change in Name clause of the Company is available for inspection for the Members and stakeholders.

SUB-DIVISION OF SHARE

In Previous AGM of Financial year 2009-10 we have amended Capital Clause of the Memorandum of Association and also file to ROC form 23.

DIRECTORS

Sliri Kajen Navnitlal and Sliri Giriraj Prasad Sharma are being liable for retire by rotation and offer them self to appoint further as Director of the Company.

The brief particulars of all directors, for which approval of members for their appointment or re-appointment are sought, have been provided in the Notice of Annual General Meeting pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the directors state that:

That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

That the directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions of Sec 58A of the Companies Act 1956.

AUDITORS

The retiring Auditors, M/s. Ashish Vyas & Co.., Chartered Accountants, Dewas, being eligible, offer themselves for appointment. They have furnished a certificate to the effect that their appointment if made, would be within the prescribed limits under Sec 224(1 B) of the Companies Act 1956.

AUDITORS' REPORT

Report of the auditors and their observations and notes to the accounts of the company for the year under review are attached herewith which are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Director) Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A} of the Companies Act 1956 is not given as there was no employee in receipt of remuneration during the year, exceeding the limits prescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company's shares are being traded. The Company has paid Listing fees for the year 2010-11.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the company follows healthy corporate governance practices and reports to shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis Report is provided in separate section and forming part of this report.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with the investors, various government and semi-government departments, banks and financial institutions! customers, suppliers and other service providers. The Board of Directors wish to gratefully acknowledge the co-operation, assistance and guidance received from all of them. The company could make the progress it has in these years due to the dedication and creativity of its staff at all levels. The Board of Directors wishes to place on record its warm appreciation for these efforts.

Date:20-08-2011 For and on behalf of the Board of Directors

Place: Indore

Director Managing Director (Suresh Sharma) (Sachin Sharma)

---

Mar 31, 2010

We have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS

(Amount in Rs.)

Sr. Particulars 31.03.2010 31.03.2009

No.

1. Income 31,22,86,042 25,05,71,785

2. Total expenditure

(i) Cost of Goods Sold 31,22,16,560 24,74,73,850

(ii) Administrative Expenses 7,85,522 21,92,257

(iii) Depreciation 1,79,791 1,97,189

3. Profrt/(Loss) before tax 2,64,380 7,08,488

Add: Prior period income - 4,01,710

Profit before tax after prior period item 2,64380 11,10,198

4. Provision for Taxation 71,000 2,95,000

Provision of FBT - 11,500

Provision for Deferred tax liabilities 16,942 3,801,138

5. Profit after tax 1,76,438 (29,97,440)



DIVIDEND

Keeping in mind the expansion plans of the Company and also to conserve the resources of the Company and to utilize the resources for the new industry at Nardhana, Dist. Dhule, the Board of Directors does not recommend a dividend for the financial year 2009-10.

REVIEW OF OPERATION AND FUTURE PROSPECTS

During the year under review the sales turnover of Rs. 31,22,86,042/- as compared to previous years of Rs. 23,23,40,859/- and net profit after tax of Rs. 1,76,438/- as compared to previous year loss of Rs. 29,97,439/-.

The Company is planned to shift its whole operations to its new project location at MIDC, Nardhana industrial Area, Dist. Dhule and close its activities from Pithampur Dist. Dhar. As the company have only assets of building and land at the Pithampur Dist. Dhar. The plant and machinery are turned into scrap and these are written down fully in the next financial year. Also the company is not received any subsidy etc. therefore the Company is not in a position to compete with others due to its increase cost of production.

In the process of shifting, the Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power and water has reached to the site and the Company will start building construction activity their. The company is in process to do joint collaboration with a Russian steel industry for its Nardhana Project.

The year 2010-11 has been eventful for the Company in multiple facts. Your Board of Directors has expected huge opportunities in the business of infrastructure and construction activities.

CHANGE OF OBJECT CLAUSE

Keeping in mind changing business scenarios and in order to explore upcoming opportunities in construction sector, the Company had decided to amend the "Main Object" of the Memorandum of Association to broaden the existing clause. The resolution for the said amendment is proposed in the forthcoming Annual General Meeting. Therefore a special resolution is proposed in the forthcoming Annual General Meeting to change in object clause of the Memorandum of Association.

CHANGE Of NAME

A special resolution for change of name of the Company from "PITHAMPURE STEELS LIMITED" to "NARDHANA INFRASTRUCTURE LIMITED" in view of proposed change of business.

SUB-DIVISION OF SHARE

The Board of Directors proposed sub-division of the existing l(one) Equity Shares of Rs. 10/- (Rupees Ten) each of the Company into Ten (10) Equity Shares of the face value of Rs. 1/- (Rupees One) each in the forthcoming Annual general Meeting with a view to increase the floating stock of the Companys shares and improving the volumes of the trading stock, in the interest of the shareholders

DIRECTORS

Shri Daljeet Singh Matharu and Shri Hemant Kokatay are being liable for retire by rotation and offer them self to appoint further as Director of the Company.

The brief particulars of all directors, for which approval of members for their appointment or re-appointment are sought, have been provided in the Notice of Annual General Meeting pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the directors state that: that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period. that the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. that the directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions of Sec 58A of the Companies Act 1956.

AUDITORS

M/s.Maheshwari & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that their appointment if made, would be within the prescribed limits under Sec 224(1B) of the Companies Act 1956.

AUDITORS REPORT

Report of the auditors and their observations and notes to the accounts of the company for the year under review are attached herewith which are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Director) Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given as there was no employee in receipt of remuneration during the year, exceeding the limits prescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Companys shares are being traded. The Company has paid Listing fees for the year 2009-10.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the company follows healthy corporate governance practices and reports to shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis Report is provided in separate section and forming part of this report.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with the investors, various government and semi-government departments, banks and financial institutions, customers, suppliers and other service providers. The Board of Directors wish to gratefully acknowledge the co-operation, assistance and guidance received from all of them. The company could make the progress it has in these years due to the dedication and creativity of its staff at all levels. The Board of Directors wishes to place on record its warm appreciation for these efforts.

Date: 08/05/2010 For and on behalf of the Board of Directors

Place: Indore

(Suresh Sharma)

Chairman