Directors Report of Visa Steel Ltd.

Mar 31, 2025

Your Directors are pleased to present this 29th Annual Report and the Audited Standalone and Consolidated Financial Statements of
the Company for the financial year ended 31 March 2025.

FINANCIAL RESULTS

	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	5,664.90	6,698.98	5,664.90	6,698.98
Other Income	9.42	14.95	9.42	14.95
Total Income	5,674.32	6,713.93	5,674.32	6,713.93
Profit before interest, depreciation, tax & exceptional items	322.20	66.00	322.21	66.03
Finance Cost	307.94	299.07	307.94	299.07
Depreciation	486.56	485.86	486.56	485.86
Profit/(Loss) before Exceptional & Extraordinary Items and Taxation	(472.30)	(718.93)	(472.29)	(718.90)
Exceptional & Extraordinary Items	(4,693.21)		(4,693.21)
Profit / (Loss) before Tax	(5,165.51)	(718.93)	(5,165.50)	(718.90)
Tax Expenses
Profit / (Loss) after Tax	(5,165.51)	(718.93)	(5,165.50)	(718.90)
Other Comprehensive Income	(1.91)	(0.98)	(1.91)	(0.98)
Total Comprehensive Income for the period	(5,167.42)	(719.91)	(5,167.41)	(719.88)

OPERATIONS

The standalone Revenue from operations of the Company
was H 5,664.90 million and profit before interest, depreciation,
tax and exceptional items was at H 322.20 million for the
FY 2024-25. The consolidated Revenue from operations of the
Company was H 5,664.90 million and profit before interest,
depreciation, tax and exceptional items was at H 322.21 million
during the FY 2024-25. The exceptional item includes impairment
loss on fixed assets of H 4,380.75 million, write off of abandoned
projects lying in Capital Work in Progress of H 387.50 million and
write back of difference between the outstanding amount and
settlement amount of loan exposure H 75.04 million with Edelweiss
Asset Reconstruction Company. The Ferro Alloy Plant operated
under conversion arrangement to continue as a going concern,
due to non-availability of funds for working capital.

During the year under review, operations of the Company continued
under conversion arrangement with support of related parties
and other operational creditors, without which Plant operation
as a going concern would become impossible causing a risk of
Plant closure and agitation and other law and order problems.
The management is continuously making all efforts to keep the
Company as a going concern so as to preserve the asset value.

Scheme of Arrangement for Transfer of Special
Steel Business Undertaking

The NCLT vide its order dated 8th July 2019 had sanctioned
the Scheme of Arrangement for transfer of the Company''s
Special Steel Business Undertaking to VISA Special Steel Limited.
However, the Hon''ble Supreme Court vide its ex-parte order dated
17 January 2020 had stayed the NCLT Order dated 8 July 2019.
The NCLT Order had been given effect to and the Scheme stood
implemented by the Company prior to 17 January 2020. The

aforesaid stay order dated 17th January 2020 stands vacated
consequent to the Hon''ble Supreme Court order dated 16 May
2024, and the Scheme of Arrangement sanctioning the transfer
of Company''s Special Steel Business undertaking to VISA Special
Steel Limited stands affirmed.

Debt Resolution

Your Company has been under financial stress since 2011-12 due
to various external factors beyond the control of the Company
and its management. Despite the Debt Restructuring as per
CDR LoA dated 27 September 2012 and 31 December 2014, the
lenders have not disbursed sanctioned facilities for operations and
have adjusted the same towards interest, resulting in complete
depletion of working capital and it now appears that the whole
exercise of purported restructuring was mere ever greening of debt
without even considering its adverse effect on Plant operations
and financial performance of your Company.

Oriental Bank of Commerce, since merged with Punjab National
Bank, had filed an application for initiating CIRP under IBC
which was admitted vide NCLT order dated 28 November 2022.
Meanwhile, Hon''ble Orissa High Court has stayed the operation of
the NCLT order dated 28 November 2022. PNB had since assigned
its debt to Assets Care & Reconstruction Enterprise Limited (ACRE)
on 25 August 2023 and subsequently ACRE had filed Substitution
Application in the matter. Majority of the lenders with 95% of debt
have assigned their debts to ACRE. The Company is engaged with
ACRE for restructuring its outstanding loan exposure through out
of court settlement.

The debts of the company have been classified as Non Performing
Assets (NPA) and are barred by limitation from the NPA date.
Such debts are disputed and as such are not to be considered as
acknowledgement of liability by the Company.

Future Outlook

Some of the key risks going forward include geo-political tensions,
impact of US tariffs and slowdown in the Chinese economy. Due
to these factors, the demand and prices of Ferro Alloys may get
adversely impacted going forward.

The Company is focused on implementing Debt Resolution as per
RBI guidelines and is making efforts for reducing cost and keeping
the Plant operational to continue as a going concern.

DIVIDEND

In view of the losses incurred by the Company, your Directors have
not recommended any dividend for the FY ended 31 March 2025.

TRANSFER TO RESERVES

No amount has been transferred to the General Reserve for the
FY ended 31 March 2025.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the
nature of business of the Company.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

During the year under review, no amount was due to be transferred
in the Investor Education and Protection Fund.

Ms. Amisha Chaturvedi Khanna, Company Secretary of the
Company continues to be the Nodal Officer (IEPF) of the
Company. The details of the Nodal officer are also available on
the website of the Company (i.e) www.visasteel.com.

SHARE CAPITAL

Your Company''s paid-up Equity Share Capital is H 1,157,895,000
(Rupees One Hundred Fifteen Crore Seventy-Eight Lac Ninety-
Five Thousand only) comprising of 115,789,500 Equity Shares of
H 10/-each. There has been no change in the Capital Structure of
the Company, during the financial year under review, except that
VISA Industries Limited, an entity belonging to Promoter Group
acquired 5,090,000 Equity Shares of H 10/- each through Open
Market Purchase. Post this acquisition, VISA Industries Limited,
now holds 1,65,90,000 Equity Shares of H 10/- each aggregating
to 14.33% of the total paid up share capital of the Company.

SUBSIDIARIES

As on 31 March 2025, the Company has one subsidiary,
Kalinganagar Chrome Private Limited which was incorporated on
1 July 2013.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements presented by your
Company includes financial information of its subsidiary prepared
in compliance with applicable Accounting Standards. A statement
containing the salient features of the financial statements of your
Company''s subsidiary in the prescribed form AOC-1 pursuant to
first proviso to Section 129(3) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 is annexed separately
to the financial statements.

The Annual Financial Statements of the aforesaid subsidiary
and your Company will be made available to the shareholders
as and when they demand and will also be kept for inspection
by any investor at the registered office of your Company. The
financial statements of your Company and its subsidiary are also
available on the website of your Company. In terms of Securities
& Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015, (hereinafter termed as the SEBI
Listing Regulations or Listing Regulations), Consolidated Financial
Statements, confirming to Indian Accounting Standard 110 issued
by the Institute of Chartered Accountants of India, is attached as
a part of the Annual Report.

The highlights of performance of subsidiary as on 31 March 2025
and its contribution to the overall performance of your Company
during the period under review are tabulated below:

Name of the Subsidiary	Total Income	Total Comprehensive Income	Profit / Loss considered in Consolidation	Net worth Attributable
Kalinganagar Chrome Private Limited		(0.02)	(0.02)	0.24

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34 of the Listing
Regulations and Section 2(40) of the Companies Act, 2013, the
cash flow statement for the financial year ended 31st March, 2025
is included in the Annual Accounts.

BOARD MEETINGS

The Board met 4 times during the year, the details of which are
given in the Corporate Governance Report that forms part of the
Annual Report. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013 and
the SEBI Listing Regulations, as amended from time to time.

Further, the Independent Directors at their separate meeting, held
on 12 February 2025, reviewed the performance of the Board,
Chairman of the Board and of Non-Independent Directors, as
required under the Act and the SEBI Listing Regulations.

The Independent Directors at their separate meeting also
assessed the quality, quantity and timeliness of flow of
information between your Company''s Management and the
Board of Directors of your Company.

COMMITTEES OF THE BOARD AND ITS MEETING

As a matter of good Corporate Governance and to ensure better
accountability and to deal with specific areas/concerns that
need a closer view, various Board level Committees have been
constituted in terms of the provisions of the Act and the SEBI Listing
Regulations under formal approval of the Board. There exists
an Audit Committee, Nomination & Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility Committee and an Internal Complaints Committee.

The details of the composition, brief terms of reference, meetings
held during the financial year 2024-25, attendance of the Board of
Directors/ Members etc., of the said Board Meeting/ Committees

are given in the Report on Corporate Governance annexed hereto
and forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

The Board comprises of an optimum mix of Executive and Non¬
Executive Directors including Independent Directors.

In accordance with the provisions of Section 152 of the Companies
Act, 2013 and in terms with the Articles of Association of your
Company, Mr. Manoj Kumar, Whole-time Director designated
as Director Kalinganagar (DIN: 06823891), retires by rotation
at the forthcoming Annual General Meeting and being eligible
offers himself for reappointment. The Board recommends his
reappointment, to the members for their approval.

Statement of Declaration

All the Independent Directors of the Company have submitted
the requisite declarations confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the
Companies Act, 2013 read with Regulation 16 and 25(8) of the
SEBI Listing Regulations. The Independent Directors have also
confirmed that they have complied with Schedule IV of the
Companies Act, 2013 and the Company''s Code of Conduct.

In terms of Section 150 of the Companies Act, 2013 read with
Rule 6 of Companies (Appointment & Qualifications of Directors)
Rules, 2014, all the Independent Directors of the Company have
confirmed their enrollment in the Independent Directors data
bank maintained with Indian Institute of Corporate Affairs.

Key Managerial Personnel

Mr. Vishambhar Saran is responsible for Chief Executive functions
of your Company in addition to being the Whole time Director
designated as the Chairman, Mr. Vishal Agarwal acts as Deputy
Chief Executive Officer in addition to being the Vice Chairman &
Managing Director and Mr. Manoj Kumar, acts as Chief Operating
Officer in addition to being the Whole time Director designated as
Director (Kalinganagar).

Mr. Surinder K. Singhal continues to be the Chief Financial
Officer of your Company and Ms. Amisha Chaturvedi Khanna
continues to be the Company Secretary and Compliance Officer
of your Company.

Particulars of Senior Management Personnel
and changes thereof during the Financial Year
2024-25:

Sl	Employee Name	Designation
1	Sandeep Kumar Mishra	General Manager
2	Surendra Kumar Satapathy	General Manager
3	Chiranjiv Kumar Agrawal	General Manager
4	Bharat Chandra Sahoo	Senior General Manager
5	Rajesh Kumar Vatsa	Senior General Manager
6	Dwijaraj Dash	General Manager
7	Narayana Gumudavalli	Senior General Manager

BOARD EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act,
2013 and Regulation 19 of the SEBI Listing Regulations, the
Board has carried out an annual performance evaluation of its
own performance, the individual Directors as well as the Board
Committees. The performance evaluation of the Independent
Directors, Chairman and Executive Directors was done by the
Nomination and Remuneration Committee and the Board during
the year under review.

The Board evaluation was carried out in accordance with the
criteria laid down in the Nomination and Remuneration policy of
the Company.

REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, KFin Technologies Limited (previously
known as KFin Technologies Private Limited) continues to be the
Registrar and Share Transfer Agent of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies
Act, 2013, your Directors, to the best of their knowledge and
ability, confirm:

a) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

b) t hat 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 a
true and fair view of the state of affairs of the Company
as at 31 March 2025 and of the loss of the Company for
that period;

c) that proper and sufficient care for the maintenance of
adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting
fraud and other irregularities;

d) that the Annual Accounts had been prepared on a going
concern basis;

e) that the directors have laid down internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

f) that proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-Executive
Independent Directors. As on 31 March 2025, Ms. Ritu Bajaj,
Independent Director, is the Chairperson of the Audit Committee.
The members of the Committee possess adequate knowledge
of Accounts, Audit and Finance, among others. The composition

of the Audit Committee meets the requirements as per Section
177 of the Companies Act, 2013 and Regulation 18 of the SEBI
Listing Regulations, the details of which are given in the Corporate
Governance Report forming part of this Annual Report.

All recommendations made by the Audit Committee during
the FY 2024-25 were accepted by the Board of Directors of
the Company.

CEO / CFO CERTIFICATION

In accordance with the SEBI Listing Regulations, Mr. Vishal
Agarwal, Vice Chairman & Managing Director and Mr. Surinder K.
Singhal, Chief Financial Officer of the Company have certified to
the Board regarding the Financial Statements for the year ended
31 March 2025, which is annexed to this Report.

AUDITORS

Statutory Auditors and Auditors Report

The members of the Company had, at the 26th Annual General
Meeting of the members of the Company held on 29 September
2022, approved the re-appointment of M/s. Singhi & Co.,
Chartered Accountants (FRN 302049E) as Statutory Auditors
of the Company (for their second term) to hold office from the
conclusion of that Annual General Meeting till the conclusion of
31st Annual General Meeting.

The para-wise management response to the qualifications/
observations made in the Independent Auditors Report is stated
as under:

1. Attention is drawn to Para 2 of the Independent Auditors
Report regarding Basis of Qualified Opinion. The
clarification of the same is provided in Note No. 17B of the
Standalone Accounts.

2. Attention is drawn to Para 5 of the Independent Auditors
Report regarding Emphasis of Matter related to restructuring
of outstanding loan. The clarification of the same is provided
in Note No. 34 of the Standalone Accounts.

3. Attention is drawn to Para 4 of the Independent Auditors
Report regarding Matter related to material uncertainty
relating to Going Concern. The clarification of the same is
provided in Note No. 34 of the Standalone Accounts.

4. Attention is drawn to Para ix of Annexure A to the
Independent Auditors Report. The clarification of the same
is provided in Note No. 17 of the Standalone Accounts.

5. The Auditors observation in para 8 of the Annexure B to
the Auditors Report regarding dues to financial institution
and banks has been addressed in Note No. 17B of the
Standalone Accounts.

Internal Auditors

In terms of the provisions of Section 138 of the Companies Act,
2013, M/s. L B Jha & Co., an Independent Chartered Accountants
firm were re-appointed as Internal Auditors of the Company
for FY 2025-26. The Audit Committee in consultation with the
Internal Auditors formulates the scope, functioning, periodicity
and methodology for conducting the Internal Audit. The Audit
Committee, interalia, reviews the Internal Audit Report in the
quarterly meetings of the Committee.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company
had appointed M/s. MKB & Associates, Company Secretaries (Firm
Registration Number: P2010WB042700, Peer Review Certificate No.:
6825/2025), as its Secretarial Auditor to undertake the Secretarial
Audit for a period of 5 (five) consecutive years commencing from
FY 2025-26 till FY 2029-30. The report of the Secretarial Auditor of the
Company in specified form MR-3 are annexed herewith as Annexure
- I and forms part of this report. The report does not contain/contains
any observation or qualification or adverse remarks.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013, the Company
is required to maintain cost records and have the audit of its cost
records conducted by a Cost Accountant. Cost records are prepared
and maintained by the Company as required under Section 148(1)
of the Act.

The Board, on the recommendation of the Audit Committee, has
re-appointed, M/s. DGM & Associates, (Registration No. 000038),
Cost Accountants, Kolkata as Cost Auditors of the Company, to
carry out the cost audit of the products manufactured by the
Company for the financial year ending 31 March 2026.

Pursuant to Section 148 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, appropriate resolutions seeking
ratification to the remuneration of the said Cost Auditors are
appearing in the Notice convening the 29th Annual General
Meeting of the Company.

Reporting of fraud by Auditors

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditors have not reported any instances
of frauds, committed in the Company by its officers or employees,
to the Audit Committee under Section 143(12) of the Companies
Act, 2013.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards
respectively, have been duly followed by the Company.

RISK MANAGEMENT

The speed and degree of changes in the global economy and the
increasingly complex interplay of factors influencing the business
makes Risk Management an inevitable exercise and to cater to
the same, your Company has identified major focus areas for risk
management to ensure organizational objectives are achieved
and has a robust policy along with well-defined and dynamic
structure and proactive approach to assess, monitor and mitigate
risks associated with the business.

The Company has formulated and implemented a risk
management policy in accordance with SEBI Listing Regulations,
to identify and monitor business risk and assist in measures to
control and mitigate such risks. In accordance with the policy, the
risk associated with the Company''s business is always reviewed by
the management team and placed before the Audit Committee.
The Audit Committee reviews these risks on periodical basis and
ensures that mitigation plans are in place. The Board is briefed
about the identified risks and mitigation plans undertaken.

The risks faced by the Company are detailed in Management
Discussion and Analysis Report forming part of this Annual Report.
In the opinion of the Board, as on date, there are no material risks
which may threaten the existence of the Company, except as
stated in Management Discussion and Analysis Report forming
part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS / COURTS

There are no significant material orders passed by the Regulators/
Courts which would impact the going concern status of your
Company and its future operations.

INTERNAL CONTROL SYSTEM

Your Company has adequate system of internal control
procedures commensurate with its size and the nature of business.
The internal control systems of the Company are monitored and
evaluated by the Internal Auditors and their audit reports are
periodically reviewed by the Audit Committee of the Board of
Directors of the Company.

Your Company manages and monitors the various risks and
uncertainties that can have adverse impact on the Company''s
business. Your Company is giving major thrust in developing
and strengthening its internal audit so that risk threat can be
mitigated. Significant audit observations and recommendations
along with corrective actions thereon are presented to the Audit
Committee for their inputs and suggestions.

The Audit Committee, through Internal Auditors, regularly reviews
the system for cost control, financial controls, accounting controls,
etc. to assess the adequacy and effectiveness of the internal
control systems. Such controls have been tested during the year
and no reportable material weakness in the design or operation
was observed and the Board is of the opinion that the Company''s
Internal Financial Controls were adequate and effective during
the year ended 31 March 2025. Necessary certification by
the Statutory Auditors in relation to Internal Financial Control
u/s 143(3)(i) of the Companies Act, 2013 forms part of the
Audit Report.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND
DATE OF THE REPORT

There have been no material changes and commitments which
affect the financial position of the Company that have occurred
between the end of the financial year to which the financial
statements relate and the date of this report, except as disclosed.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during FY 2024-25 were
on arm''s length basis and also in the ordinary course of business.
No Related Party Transactions were made by the Company
with Promoters, Directors, Key Managerial Personnel or other
designated persons during FY 2024-25 except those reported.

All Related Party Transactions were placed before the Audit
Committee for approval. Prior omnibus approval of the Audit
Committee was obtained on a yearly basis for the transactions

which were of foreseen and repetitive in nature. The transactions
entered into pursuant to the omnibus approval so granted.
CS Sachin Pilania, (Membership No.: 37957, COP No. 14154),
Company Secretary in whole-time practice certified a statement
giving details of all Related Party Transactions which were placed
before the Audit Committee for its approval on a quarterly basis.
CS Sachin Pilania concluded that all Related Party Transactions
entered into during FY 2024-25 by your Company were in the
ordinary course of business, to the Audit Committee of the Board
of Directors and M/s. L B Jha & Co. Chartered Accountants (Firm
Registration No. 301088E) concluded that the Related Party
Transactions during the year were on Arms Length Basis.

The Related Party Transactions Policy, Policy for determining
‘Material'' subsidiaries and Policy on Materiality of RPT as
approved by the Board is available on the following weblink:
https://www.visasteel.com/codepolicies/Related%20Party%20
Transactions%20Policv%20Policv%20for%20determing%20
material %20subsidiarv%20&%20Policv%20on% 20
materiality%20of%20RPT.pdf.

Information on transactions with Related Parties is given in Form
AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules,
2014 as Annexure II, forming part of the report.

None of the Directors or KMP(s) has any pecuniary relationships
or transactions vis-a-vis the Company during FY 2024-25 except
as disclosed in Notes to Financial Statements, forming part of this
Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 in respect of Conservation of Energy and Technology
Absorption and Foreign Exchange Earnings and Outgo is given in
Annexure III, forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in
the note no. 17 and 4 to the Financial Statements.

HUMAN RESOURCES

The Company places significant emphasis on recruitment,
training & development of human resources, which assumes
utmost significance in achievement of corporate objectives. The
Company integrates employee growth with organisational growth
in a seamless manner through empowerment and by offering a
challenging workplace aimed towards realisation of organisational
goals. To this effect, your Company has a training centre at its
Plant for knowledge-sharing and imparting need-based training
to its employees. The Company also has in place a Performance
Management System in SAP for performance appraisal of the
employees. To ensure accommodation, hospitality and other
facilities for its employees, the Company has set up a modern
guest house at Kalinganagar in Odisha.

The Company''s workforce as at 31 March, 2025 was consisting
of 297 - males, 11 - females and NIL - Transgender Employees.
This disclosure reinforces the Company''s efforts to promote
an inclusive workplace culture and equal opportunity for all
individuals, regardless of gender.

PARTICULARS OF EMPLOYEES AND OTHER
ADDITIONAL INFORMATION

The information required under Section 197(12) of the Companies
Act, 2013, read with Rule 5(2) & 5(3) of the Companies (Particulars
of Employees) Rules, 1975, as amended, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 (the Rules) are set out in Annexure IV forming part of this
Report. However, as per the provisions of Section 136 of the
Companies Act, 2013, the Annual Report excluding the aforesaid
information is being sent to all the members of the Company and
others entitled thereto. Any member interested in obtaining a
copy of the statement may write to the Company.

The disclosure pertaining to remuneration of Directors, Key
Managerial Personnel and Employees as required under Section
197(12) of the Act read with Rule 5(1) of the Companies
(Particulars of Employees) Rules, 1975 are provided in Annexure
IV to this report.

DISCLOSURE REQUIREMENTS FOR CERTAIN
TYPES OF AGREEMENTS BINDING LISTED
ENTITIES UNDER REGULATION 30A(2) OF
LISTING REGULATIONS:

There are no agreements entered into by the shareholders,
promoters, promoter group entities, related parties, directors,
key managerial personnel, employees of the Company, among
themselves or with the Company or with a third party, solely or
jointly, which either directly or indirectly or potentially or whose
purpose and effect is to, impact the management or control of
the Company or impose any restriction or create any liability
upon the and there are no material departures. Such accounting
policies have been selected and the Company as on the date of
notification of clause 5A to Para A of Part A of Schedule III of the
Listing Regulations, except as disclosed if applicable.

DEPOSITS

The Company has not accepted or renewed any deposits within
the meaning of section 73 and 74 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014,
during the year under review.

CORPORATE GOVERNANCE REPORT

The Company is committed in maintaining the highest standards
of Corporate Governance and adheres to the stipulations
prescribed under Regulation 17-27 of the SEBI Listing Regulations.

The report on Corporate Governance as stipulated under
Regulation 34 (3) read with Schedule V of the Securities &
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 along with the requisite
certificate from the Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance is
appended and forms part of this Annual report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Industry and Company Outlook,
Company''s operations, project review, risk management, strategic
initiatives and financial review & analysis, as stipulated under
SEBI Listing Regulations is presented under a separate section
titled “Management Discussion and Analysis”, forming part of the
Annual Report.

ANNUAL RETURN

In accordance with Section 92(3), 134(3)(a) read with Rule 12 of
the Companies (Management and Administration) Rules, 2014
(as amended), a copy of Annual Return shall be available on the
website of the Company, i.e. https://visasteel.com/annual-return.
Bhp.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to
deal with instances of fraud and mismanagement, if any. The
policy provides for adequate safeguards against victimisation of
employees and/or Directors and also provides for direct access
to the Chairman of the Audit Committee. (The policy provides
a framework to promote responsible and secure reporting of
undesirable activities (“Whistle Blowing”). Through this policy, the
Company seeks to provide a mechanism to the whistle blowers
to disclose any misconduct, malpractice, unethical and improper
practice taking place in the Company for appropriate action and
reporting without fear of any kind of discrimination, harassment,
victimisation or any other unfair treatment or employment
practice being adopted against the whistle blower).The Policy is
available on the following weblink: https://visasteel.com/code-
policies/vigil-mechanism-whistle-blower-policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee comprises
of 3 (three) Directors. As on 31 March 2025, Mr. Vishal Agarwal is
the Chairman of the CSR Committee.

The Corporate Social Responsibility (CSR) policy recommended by
the Corporate Social Responsibility Committee had been approved
by the Board of Directors and is available on the following weblink:
https://visasteel.com/code-policies/csr-policy.pdf.

During the year, the CSR initiatives undertaken by the Company,
although not mandatory under Section 135 of the Act read with
Companies (Corporate Social Responsibility Policy) Rules 2014, are
detailed in the Annual Report.

Detailed Annexure as per Companies (CSR Policy) Rules, 2014 (as
amended from time to time) is attached as Annexure V forming
part of this Report.

NOMINATION AND REMUNERATION POLICY

In terms of the requirement of Section 178 of the Companies
Act, 2013, on the recommendation of the Nomination and
Remuneration Committee, the Board has approved the
Nomination and Remuneration Policy (hereinafter referred as
“Policy'') of the Company. The policy is available on the following
weblink: https://visasteel.com/codepolicies/Nomination%20

and%20Remuneration%20Policv.pdf.

The salient features of the policy are as below:

• to lay down criteria for identifying persons who are qualified
to become Directors and who may be appointed in Senior
Management or KMP(s) of the Company;

• to lay down the terms and conditions in relation to the
appointment of Directors, Senior Management Personnel
or KMP and recommend to the Board the appointment and
removal of Directors, Senior Management Personnel or KMP(s);

• to lay down criteria to carry out evaluation of every
Director''s performance;

• to formulate criteria for determining qualification, positive
attributes and Independence of a Director;

• to determine the composition and level of remuneration,
including reward linked with the performance, which is
reasonable and sufficient to attract, retain and motivate
Directors, KMP, Senior Management Personnel and other
Employees to work towards the long-term growth and success
of the Company;

• to devise a policy on the diversity of the Board;

• to assist the Board with developing a succession plan for
the Board.

DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at
the workplace and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder. The Company has not received any complaint of
sexual harassment during the FY 2024-25.

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

A brief detail of the compliance with the aforesaid provisions are
explained herein below:

a) number of complaints of sexual harassment received - Nil

b) number of complaints disposed off during the year - Nil

c) number of cases pending for more than ninety days - Nil

DISCLOSURE OF COMPLIANCE OF THE
PROVISIONS OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and rules
framed thereunder. The Company is committed to ensuring a safe,
inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed
under the Maternity Benefit Act, 1961, including paid maternity leave,
nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in
recruitment or service conditions on the grounds of maternity.
Necessary internal systems and HR policies are in place to uphold
the spirit and letter of the legislation.

OTHER DISCLOSURES

During the year under review:

• No issue of Equity Shares with differential voting rights as to
dividend, voting or otherwise, was made.

• No issue of Sweat Equity Shares was made to Directors
or employees.

• No Whole-time Director received remuneration from the
subsidiary of the Company.

• The Company has settled its outstanding loan exposure with
Edelweiss Asset Reconstruction Company and the difference
between the outstanding amount and settlement amount of
H 75.04 million has been shown as an Exceptional Item in the
Financial Statements.

PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

Oriental Bank of Commerce, since merged with Punjab National
Bank (PNB), had filed an application for initiating CIRP under IBC
which was admitted vide NCLT order dated 28 November 2022.
Meanwhile, Hon''ble Orissa High Court had stayed the operation
of the NCLT order dated 28 November 2022. During the year
under review, PNB had since assigned its debt to Assets Care &
Reconstruction Enterprise Limited (ACRE) on 25 August 2023 and
subsequently ACRE had filed Substitution Application in the matter.
Majority of the lenders with 95% of the debt have assigned their
debts to ACRE. The Company is engaged with ACRE for restructuring
its outstanding loan exposure through out of court settlement.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the assistance,
support and guidance provided by all stakeholders including
employees, banks, customers, suppliers, regulatory & government
authorities, business associates. The Directors commend the
continuing commitment and dedication of all employees at all
levels and look forward to their continued support in future.

Your Directors value your involvement as shareholders and look
forward to your continuing support.

For and on behalf of the Board
Vishal Agarwal

Vice Chairman & Managing Director
(DIN: 00121539)

Manoj Kumar

Wholetime Director designated as Director (Kalinganagar)

(DIN: 06823891)

Kolkata

Date: 14 August 2025

---

Mar 31, 2024

Your Directors are pleased to present this 28th Annual Report and the Audited Standalone and Consolidated Financial Statements of Accounts of the Company for the financial year ended 31 March 2024.

FINANCIAL SUMMARY/HIGHLIGHTS

	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	6,698.98	5,724.77	6,698.98	6574.84
Other Income	14.95	16.45	14.95	17.15
Total Income	6,713.93	5,741.22	6,713.93	6591.99
Profit before interest, depreciation, tax & exceptional items	66.00	91.97	66.03	104.12
Finance Cost	299.07	277.28	299.07	253.71
Depreciation	485.86	468.18	485.86	726.04
Profit / (Loss) before Exceptional Items and Taxation	(718.93)	(653.49)	(718.90)	(875.63)
Exceptional Items		(3,983.64)		17,478.43
Profit /(Loss) before Tax	(718.93)	(4,637.13)	(718.90)	16,602.80
Tax Expenses
Profit / (Loss) after Tax	(718.93)	(4,637.13)	(718.90)	16,602.80
Other Comprehensive Income	(0.98)	5.05	(0.98)	7.85
Total Comprehensive Income for the period	(719.91)	(4,632.08)	(719.88)	16,610.65

OPERATIONS

The standalone Revenue from operations of the Company was H6,698.98 million and profit before interest, depreciation, tax and exceptional items was at H66 million for the financial year 2023-24. The consolidated Revenue from operations of the Company was H6,698.98 million and profit before interest, depreciation, tax and exceptional items was at H66.03 million during the financial year 2023-24. The Ferro Alloy Plant operated under conversion arrangement to continue as a going concern, due to nonavailability of funds for working capital.

During the year under review, operations of the Company continued under conversion arrangement with support of related parties and other operational creditors, without which plant operation as a going concern would become impossible causing a risk of Plant closure and agitation and other law & order problems. The management is continuously making all efforts to keep the Company as a going concern so as to preserve the asset value.

Scheme of Arrangement for Transfer of Special Steel Business Undertaking

The NCLT vide its order dated 8th July 2019 had sanctioned the Scheme of Arrangement for transfer of the Company''s Special Steel Business Undertaking to VISA Special Steel Limited. However, the Hon''ble Supreme Court vide its ex-parte order dated 17 January 2020 had stayed the NCLT Order dated 8 July 2019. The NCLT Order had been given effect to and the Scheme stood implemented by the Company prior to 17 January 2020. The aforesaid stay order dated 17th January 2020 stands vacated

consequent to the Hon''ble Supreme Court order dated 16 May 2024, and the Scheme of Arrangement sanctioning the transfer of Company''s Special Steel Business undertaking to VISA Special Steel Limited stands affirmed.

Debt Resolution

Your Company has been under financial stress since 2011-12 due to various external factors beyond the control of the Company and its management. Despite the Debt Restructuring as per CDR LoA dated 27 September 2012 and 31 December 2014, the lenders have not disbursed sanctioned facilities for operations and have adjusted the same towards interest, resulting in complete depletion of working capital and it now appears that the whole exercise of purported restructuring was mere ever greening of debt without even considering its adverse effect on Plant operations and financial performance of your Company.

State Bank of India (SBI) had filed an application before National Company Law Tribunal (NCLT) for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code (IBC), which was dismissed by NCLT Cuttack bench. SBI preferred an appeal before National Company Law Appellate Tribunal (NCLAT) New Delhi which has directed NCLT to restore the application and proceed further in accordance with law. The order of NCLAT has been challenged by the Company in the Hon''ble Supreme Court by way of a Civil Appeal and the same has been admitted on 9th September 2021. Oriental Bank of Commerce, since merged with Punjab National Bank, had filed an application before NCLT for initiating CIRP under IBC which was admitted

vide NCLT order dated 28 November 2022 and Interim Resolution Professional had been appointed. The NCLT order had been challenged before NCLAT and the matter is pending. Meanwhile, Hon''ble Orissa High Court has stayed the operation of the NCLT order dated 28 November 2022. SBI and PNB have since assigned their debt to Assets Care & Reconstruction Enterprise Limited (ACRE) and consequently, ACRE has filed Substitution Application in the matter. It is expected that the overall financial health of the Company would improve after debt resolution and improvement in availability of working capital for which the Company plans to raise funds by inducting Investor.

Your Company has been requesting lenders to implement a Resolution as per RBI Guidelines. SBI (the Lead Bank) and other lenders like PNB, Union Bank, Canara Bank, Central Bank of India, Vijaya Bank (since merged with Bank of Baroda), UCO Bank, Indian Overseas Bank, Exim Bank, Dena Bank (since merged with Bank of Baroda), Bank of Baroda, State Bank of Travancore (since merged with SBI) and SIDBI have already implemented Resolution through sale of debt to ARCs.

The debts of the company have been classified as Non Performing Assets (NPA) and are barred by limitation from the NPA date. Such debts are disputed and as such are not to be considered as acknowledgement of liability by the Company.

Future Outlook

Some of the key risks going forward include geo-political tensions, high Interest rates and weakness in the Chinese economy, especially real estate sector. Due to these factors, the demand and prices of Ferro Alloys may get adversely impacted going forward.

The Company is focused on implementing Debt Resolution as per RBI guidelines and is making efforts for reducing cost and keeping the Plant operational to continue as a going concern.

DIVIDEND

In view of the losses incurred by the Company, your directors have not recommended any dividend for the financial year ended 31 March 2024.

TRANSFER TO RESERVES

No amount has been transferred to the General Reserve for the financial year ended 31 March 2024.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

TRANSFER TO INVESTOR EDUCATION AND

PROTECTION FUND (IEPF)

During the year under review, no amount was due to be transferred in the Investor Education and Protection Fund.

Ms. Amisha Chaturvedi Khanna, Company Secretary of the Company continues to be the Nodal Officer (IEPF) of the

Company. The details of the Nodal officer of the Company are also available on the website www.visasteel.com.

SHARE CAPITAL

Your Company''s paid-up Equity Share Capital is H1,157,895,000/-(Rupees One Hundred Fifteen Crore Seventy-Eight Lac Ninety-Five Thousand only) comprising of 115,789,500 Equity Shares of H10/-each. There has been no change in the Capital Structure of the Company, during the financial year under review except that VISA Industries Limited, an entity belonging to Promoter Group acquired 1,15,00,000 Equity Shares of H10/- each aggregating to 9.93% through open market purchase.

SUBSIDIARIES

As on 31 March 2024, the Company has one subsidiary, Kalinganagar Chrome Private Limited which was incorporated on 1 July 2013.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement presented by your Company includes financial information of its subsidiary prepared in compliance with applicable Accounting Standards. A statement containing the salient features of the financial statement of your Company''s subsidiary in the prescribed form AOC-1 pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed separately to the financial statements.

The Annual Financial Statement of the aforesaid subsidiary and your Company will be made available to the shareholders as and when they demand and will also be kept for inspection by any investor at the registered office of your Company. The financial statements of your Company and its subsidiary are also available on the website of your Company. In terms of SEBI (Listing Obligations and Disclosure Requirements), 2015, hereinafter termed as the SEBI Listing Regulations, Consolidated Financial Statement, confirming to Indian Accounting Standard 110 issued by the Institute of Chartered Accountants of India, is attached as a part of the Annual Report.

The highlights of performance of subsidiary as on 31 March 2024 and its contribution to the overall performance of your Company during the period under review are tabulated below:

Name of the Subsidiary	Total Income	Total Comprehensive Income	Profit / Loss considered in Consolidation	Net worth Attributable
Kalinganagar		(0.01)	(0.01)	0.26
Chrome Private
Limited

BOARD MEETINGS

The Board met 5 times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations, as amended from time to time.

Further, the Independent Directors at their separate meeting, held on 14 February 2024 reviewed the performance of the Board, Chairman of the Board and of Non-Independent Directors, as required under the Act and the SEBI Listing Regulations.

The Independent Directors at their separate meeting also assessed the quality, quantity and timelines of flow of information between your Company''s Management and the Board of Directors of your Company.

COMMITTEES OF THE BOARD AND ITS MEETINGS

As a matter of good Corporate Governance and to ensure better accountability and to deal with specific areas/concerns that need a closer view, various Board level Committees have been constituted in terms of the provisions of the Act and the SEBI Listing Regulations under formal approval of the Board. There exists an Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The details of the composition, brief terms of reference, meetings held during the financial year 2023-24, attendance of the Board of Directors/ Members etc., of the said Board Meeting/ Committees are given in the Report on Corporate Governance annexed hereto and forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The Board comprises of an optimum mix of Executive and NonExecutive Directors including Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms with the Articles of Association of your Company, Mr. Vishal Agarwal, Vice Chairman & Managing Director (DIN: 00121539), retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his reappointment, to the members for their approval.

During the year under review, Mr. Sheo Raj Rai and Ms. Rupanjana De, Independent Directors of the Company completed their second term of tenure with the Company on 7 August 2023 and 24 August 2023 respectively. Accordingly, they ceased to be the Directors of the Company with effect from that date. The Board placed on record its sincere appreciation for the extensive contribution rendered by Mr. Sheo Raj Rai and Ms. Rupanjana De during their tenure in the Company.

The Board of Directors at its meeting held on 7 August 2023, based on the recommendation of Nomination and Remuneration Committee, approved the appointment of Mr. Biswajit Chongdar (DIN 07571173) as an Additional Director categorised as NonExecutive and Independent Director of the Company with effect from 7 August 2023. Further, the shareholders at the 27th Annual General Meeting (‘AGM'') held on 29 September 2023 have approved the appointment of Mr. Biswajit Chongdar (DIN 07571173) as an Independent Director of the Company for a period of 3 (three) years till the conclusion of 30th AGM proposed to be held in the year 2026.

Further, the Board of Directors at its meeting held on 24 August 2023, based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of Ms. Ritu Bajaj (DIN: 02167982) as an Additional Director categorised as Non-Executive and Independent Director of the Company with effect from 24 August 2023. Further, the shareholders at the 27th Annual General Meeting (‘AGM'') held on 29 September 2023 have approved the appointment of Ms. Ritu Bajaj (DIN: 02167982) as an Independent Director of the Company for a period of 3 (three) years till the conclusion of 30th AGM proposed to be held in the year 2026.

Mr. Vishambhar Saran (DIN: 00121501) was re-appointed w.e.f. 15 December 2021 for a further period of 5 (five) Years as Wholetime Director designated as the Chairman. The remuneration payable to him is subject to the approval of the members at the ensuing Annual General Meeting and other necessary approvals.

Mr. Vishal Agarwal (DIN: 00121539) was re-appointed w.e.f. 25 June 2022 for a further period of 5 (five) Years as Vice Chairman & Managing Director. The remuneration payable to him is subject to the approval of the members at the ensuing Annual General Meeting and other necessary approvals.

Mr. Manoj Kumar (DIN: 06823891) was re-appointed w.e.f. 15 September 2021 for a further period of 5 (five) years as the Whole time Director designated as Director (Kalinganagar). The remuneration payable to him is subject to the approval of the members at the ensuing Annual General Meeting and other necessary approvals.

In the opinion of the Board, all the Directors including Independent Directors appointed during the year possess the requisite qualifications, experience, expertise and hold high standards of integrity and relevant proficiency.

In accordance with the appointment of these Directors, the Committees of the Board were also reconstituted thereof.

Statement of Declaration

All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16 and 25(8) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company''s Code of Conduct.

Independent Directors have in terms of Section 150 of the Companies Act 2013 read with Rule 6 of Companies (Appointment & Qualifications of Directors) Rules, 2014 confirmed that they have enrolled themselves in the Independent Directors data bank maintained with Indian Institute of Corporate Affairs.

Key Managerial Personnel

Mr. Vishambhar Saran is responsible for Chief Executive functions of your Company in addition to being the Whole time Director designated as the Chairman, Mr. Vishal Agarwal acts as Deputy Chief Executive Officer in addition to being the Vice Chairman & Managing Director and Mr. Manoj Kumar, acts as Chief Operating Officer in addition to being the Whole time Director designated as Director (Kalinganagar).

Mr. Surinder K. Singhal continues to be the Chief Financial Officer of your Company and Ms. Amisha Chaturvedi Khanna continues to be the Company Secretary and Compliance Officer of your Company.

BOARD EVALUATION

Pursuant to the provisions of Section 134 of Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees. The performance evaluation of Independent Directors, Chairman and Executive Directors was done by the Nomination and Remuneration Committee and Board during the year under review.

The Board evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration policy of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the loss of the Company for that period;

c) that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Accounts had been prepared on a going concern basis;

e) that the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-Executive Independent Directors. As on 31 March 2024, Ms. Ritu Bajaj, Independent Director is the Chairperson of the Audit Committee. The members of the Committee possess adequate knowledge of Accounts, Audit and Finance, among others. The composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, the details of which are given in the Corporate Governance Report forming part of this Annual Report.

All recommendations made by the Audit Committee during the FY 2023-24 were accepted by the Board of Directors of the Company.

CEO / CFO CERTIFICATION

In accordance with the SEBI Listing Regulations, Mr. Vishal Agarwal, Vice Chairman & Managing Director and Mr. Surinder K. Singhal, Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31 March 2024, which is annexed to this Report.

AUDITORS

Statutory Auditors and Auditors Report

The members of the Company had, at the 26th Annual General Meeting of the members of the Company held on 29 September 2022, approved the re-appointment of M/s. Singhi & Co., Chartered Accountants (FRN 302049E) as Statutory Auditors of the Company (for their second term) to hold office from the conclusion of that Annual General Meeting till the conclusion of 31st Annual General Meeting.

The para-wise management response to the qualifications/ observations made in the Independent Auditors Report is stated as under:

1. Attention is drawn to Para 2 of the Independent Auditors Report regarding Basis of Qualified Opinion. The clarification of the same is provided in Note No. 16B of the Accounts of the Standalone Accounts.

2. Attention is drawn to Para 5 of the Independent Auditors Report regarding Emphasis of Matter related to Scheme of Arrangement. The clarification of the same is provided in Note No. 34 of the Accounts of the Standalone Accounts.

3. Attention is drawn to Para 4 of the Independent Auditors Report regarding Matter related to material uncertainty relating to Going Concern. The clarification of the

same is provided in Note No. 35 of the Accounts of the Standalone Accounts.

4. Attention is drawn to Para ix of Annexure A to the Independent Auditors Report. The clarification of the same is provided in Note No. 16 of the Accounts of the Standalone Accounts.

5. The Auditors observation in para 8 of the Annexure B to the Independent Auditors report regarding dues to financial institution and banks has been addressed in Note No. 16B of the Standalone Accounts.

6. Attention is drawn to Para 15(i)(vi) of the Independent Auditors Report regarding Audit Trail. the clarification of the same is provided in Note No. 45(V) of the Standalone Accounts.

During the year under review, the statutory auditors have not reported to the Audit Committee any material fraud on the Company under Section 143(12) of the Companies Act, 2013.

Internal Auditors

In terms of the provisions of Section 138 of the Companies Act, 2013, M/s. L B Jha & Co., an Independent Chartered Accountants firm were appointed as Internal Auditors of the Company for financial year 2024-25. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interalia, reviews the Internal Audit Report, for every quarter.

Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. MKB & Associates, Company Secretaries, as its Secretarial Auditor to undertake the Secretarial Audit for financial year 2023-24. The report of the Secretarial Auditor of the Company in specified form MR-3 are annexed herewith as Annexure - I and forms part of this report. The report does not contain/ contains any observation or qualification or adverse remarks.

The Board has re-appointed M/s. MKB & Associates, Company Secretaries, as Secretarial Auditors of the Company for the financial year 2024-25.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards respectively, have been duly followed by the Company.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Board on the recommendation of the Audit Committee, has appointed, M/s. DGM & Associates, (Registration No.00038), Cost Accountants, Kolkata as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company for the financial year ending 31 March 2025.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolutions seeking ratification to the remuneration of the said Cost Auditors are appearing in the Notice convening the 28th Annual General Meeting of the Company.

No frauds have been reported during the financial year under review by the Auditors of the Company.

RISK MANAGEMENT

The speed and degree of changes in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identified major focus areas for risk management to ensure that organizational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business.

The Company has formulated and implemented a risk management policy in accordance with the SEBI Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. In accordance with the policy, the risk associated with the Company''s business is always reviewed by the management team and placed before the Audit Committee. The Audit Committee reviews these risks on periodical basis and ensures that mitigation plans are in place. The Board is briefed about the identified risks and mitigation plans undertaken.

The risks faced by the Company are detailed in Management Discussion and Analysis Report forming part of this Annual Report. In the opinion of the Board, as on date there are no material risks which may threaten the existence of the Company, except as stated in Management Discussion and Analysis Report forming part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of your Company and its future operations.

INTERNAL CONTROL SYSTEM

Your Company has adequate system of internal control procedures commensurate with its size and the nature of business. The internal control systems of the Company are monitored and evaluated by the Internal Auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors of the Company.

Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the Company''s business. Your Company is giving major thrust in developing and strengthening its internal audit so that risk threat can be mitigated.

Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee for their inputs and suggestions. The Audit Committee through Internal Auditor regularly reviews the system for cost control, financial controls, accounting controls, etc. to assess the adequacy and effectiveness of the internal control systems. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed and the Board is of the opinion that the Company ''s Internal Financial Controls were adequate and effective during the year ended 31 March 2024. Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Companies Act, 2013 forms part of the Audit Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report, except as disclosed.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during financial year 2023-24 were on arm''s length basis and also in the ordinary course of business. No Related Party Transactions were made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons during financial year 2023-24 except those reported.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained on a yearly basis for the transactions which were of foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted were audited by M/s. L. B. Jha & Co., Chartered Accountants and a statement giving details of all Related Party Transactions were placed before the Audit Committee for its approval on a quarterly basis. M/s. L. B. Jha & Co., concluded that all Related Party Transactions entered into during financial year 2023-24 by your Company were on Arm''s Length Basis and also in the ordinary course of business, to the Audit Committee of the Board of Directors of your Company.

The Related Party Transactions Policy, Policy for determining ‘Material'' subsidiaries and Policy on Materiality of RPT as approved by the Board is available on the following weblink: chrome-extension://efaidnbmnnnibpcaipcglclefindmkai/ https://www.visasteel.com/code-policies/Related%20Party%20 Transactions%20Policv.%20Policv%20for%20determing%20 material %20subsidiarv%20&%20Policv%20on% 20 materiality%20of%20RPT.pdf. Information on transaction with

Related Parties is given in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 as Annexure II forming part of the Report.

None of the Directors or KMP(s) has any pecuniary relationships or transactions vis-a-vis the Company during financial year 2023-24 except as disclosed in Notes to Financial Statement forming part of this Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure III forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 16 and 4 to the Financial Statement.

HUMAN RESOURCES

The Company places significant emphasis on recruitment, training & development of human resources, which assumes utmost significance in achievement of corporate objectives. The Company integrates employee growth with organisational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realisation of organisational goals. To this effect, your Company has a training centre at its Plant for knowledge-sharing and imparting need-based training to its employees. The Company also has in place a Performance Management System in SAP for performance appraisal of the employees. To ensure accommodation, hospitality and other facilities for its employees, the Company has set up a modern guest house at Kalinganagar in Odisha.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) & 5(3) of the Companies (Particulars of Employees) Rules, 1975, as amended, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 (the Rules) are set out in Annexure IV forming part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company.

The disclosure pertaining to remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Particulars of Employees) Rules, 1975 are provided in Annexure IV to this report.

DISCLOSURE REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES UNDER REGULATION 30A(2) OF LISTING REGULATIONS

There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the Company, among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the and there are no material departures; Such accounting policies have been selected and the Company as on the date of notification of clause 5A to Para A of Part A of Schedule III of Listing Regulations, except as disclosed if applicable.

DEPOSITS

The Company has not accepted or renewed any deposits during the year under review.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Regulation 17-27 of the SEBI Listing Regulations. A Report on Corporate Governance & Shareholder Information together with the Auditors'' Certificate thereon is annexed as part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Industry and Company Outlook, Company''s operations, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under the SEBI Listing Regulation is presented under a separate section titled “Management Discussion and Analysis” forming part of the Annual Report.

ANNUAL RETURN

In accordance with Section 92(3), 134(3)(a) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of Annual Return shall be available on the website of the Company, i.e. https://www.visasteel.com/annual-return.php

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The policy provides for adequate safeguards against victimisation of employees and / or Directors and also provides for direct access to the Chairman of the Audit Committee. (This policy provides a framework to promote responsible and secure reporting of undesirable activities ("Whistle Blowing"). Through this policy, the Company seeks to provide a mechanism to the whistle blowers

to disclose any misconduct, malpractice, unethical and improper practice taking place in the Company for appropriate action and reporting without fear of any kind of discrimination, harassment, victimization or any other unfair treatment or employment practice being adopted against the whistle blower). The Policy is available on the following weblink: chrome-extension:// efaidnbmnnnibpcaipcglclefindmkai/https://www.visasteel.com/ code-policies/vigil-mechanism-whistle-blower-policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee comprises of 3 (three) Directors. As on 31 March 2024, Mr. Vishal Agarwal is the Chairman of the CSR Committee.

CSR policy recommended by the Corporate Social Responsibility Committee had been approved by the Board of Directors and is available on the following weblink: chrome-extension:// efaidnbmnnnibpcaipcglclefindmkai/https://www.visasteel.com/ code-policies/csr-policy.pdf.

During the year, the CSR initiatives undertaken by the Company, although not mandatory under Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules 2014, are detailed in the Annual Report.

Detailed Annexure as per Companies (CSR Policy) Rules, 2014 (as amended from time to time) is attached as Annexure V forming part of this Report.

NOMINATION AND REMUNERATION POLICY

In terms of the requirement of Section 178 of the Companies Act, 2013, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy (hereinafter referred as “Policy'') of the Company. The policy is available on the following weblink: chrome-extension://efaidnbmnnnibpcaipcglclefindmkai/https:// www.visasteel.com/code-policies/Nomination%20and%20 Remuneration%20Policv.pdf.

The salient features of the policy are as below:

• to lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management or KMP(s) of the Company;

• to lay down the terms and conditions in relation to the appointment of Directors, Senior Management Personnel or KMP and recommend to the Board the appointment and removal of Directors, Senior Management Personnel or KMP(s);

• to lay down criteria to carry out evaluation of every Director''s performance;

• to formulate criteria for determining qualification, positive attributes and Independence of a Director;

• to determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel and other Employees to work towards the long-term growth and success of the Company;

• to devise a policy on the diversity of the Board;

• to assist the Board with developing a succession plan for the Board.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has not received any complaint of sexual harassment during the financial year 2023-24.

The Company has complied with provisions relating to the constitution of Internal Compliant Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your directors record their sincere appreciation for the assistance, support and guidance provided by all stakeholders including employees, banks, customers, suppliers, regulatory & government authorities, business associates. The Directors commend the continuing commitment and dedication of all employees at all levels and look forward to their continued support in future.

Your directors value your involvement as shareholders and look forward to your continuing support.

For and on behalf of the Board

Vishal Agarwal

Vice Chairman & Managing Director (DIN: 00121539)

Manoj Kumar

Wholetime Director designated as Director (Kalinganagar)

(DIN: 06823891)

Kolkata

14 August 2024

---

Mar 31, 2023

The Directors are pleased to present this 27th Annual Report and the Audited Standalone and Consolidated Financial Statements of Accounts of the Company for the financial year ended 31 March 2023.

FINANCIAL RESULTS Particulars	Standalone 2022-23 2021-22		(Rs. in Million) Consolidated 2022-23 2021-22
Revenue from Operations	5,724.77	7,920.03	6,574.84	11,184.56
Other Income	16.45	12.32	17.15	12.47
Total Income	5,741.22	7,932.35	6,591.99	11,197.03
Profit before interest, depreciation, tax & exceptional items	91.97	176.64	104.12	190.91
Finance Cost	277.28	239.72	253.71	208.36
Depreciation	468.18	462.62	726.04	854.78
Profit/(Loss) before Exceptional & Extraordinary Items and Taxation	(653.49)	(525.70)	(875.63)	(872.23)
Exceptional & Extraordinary Items	(3,983.64)		17,478.43
Profit / (Loss) before Tax	(4,637.13)	(525.70)	16,602.80	(872.23)
Tax Expenses
Profit / (Loss) after Tax	(4,637.13)	(525.70)	16,602.80	(872.23)
Other Comprehensive Income	5.05	(0.32)	7.85	3.87
Total Comprehensive Income for the period	(4,632.08)	(526.02)	16,610.65	(868.36)

OPERATIONS

The standalone Revenue from operations of the Company was C 5,724.77 million and profit before interest, depreciation, tax and exceptional items was at C 91.97 million for the FY 2022-23. The consolidated Revenue from operations of the Company was C 6,574.84 million and profit before interest, depreciation, tax and exceptional items was at C 104.12 million during the FY 2022-23. The Ferro Alloy Plant operated under conversion arrangement to continue as a going concern, due to non-availability of funds for working capital.

During the year under review, operations of the Company continued under conversion arrangement with support of related parties and other operational creditors, without which Plant operation as a going concern would become impossible causing a risk of Plant closure and agitation and other law and order problems. The management is continuously making all efforts to keep the Company as a going concern so as to preserve the asset value.

During the year, Kalinganagar Special Steel Private Limited (KSSPL) has issued fresh equity shares consequent to which KSSPL along with its subsidiaries i.e. VISA Ferro Chrome Limited (VFCL) and VISA Special Steel Limited (VSSL) have ceased to be subsidiaries of the Company w.e.f. 25 November 2022.

Scheme of Arrangement for Transfer of Special Steel Business Undertaking

The Scheme of Arrangement between your Company and VISA Special Steel Limited (VSSL) and their respective shareholders and creditors was sanctioned by the Hon''ble National Company Law Tribunal, Cuttack Bench vide an Order dated 8 July 2019 and the Certified Copy of the order was filed with Registrar of Companies on 13 July 2019. Consequently, the Special Steel Business Undertaking (including Blast Furnace, Sponge Iron Plant, Steel Melting Shop and Rolling Mill) including all its assets and liabilities stood transferred to and vested in VSSL effective from the appointed date of 1 April 2013.

However, the Hon''ble Supreme Court vide its ex-parte order dated 17 January 2020 in Civil Appeal (Civil) No 56 of 2020 (State Bank of India vs VISA Steel Ltd & Anr) has directed issuance of notice and in the meantime stayed the aforesaid NCLT Order. Since the NCLT Order had been given effect to and stood implemented by the Company prior to 17 January 2020, the Company is dealing with the aforesaid Civil Appeal before the Hon''ble Supreme Court in consultation with its Advocates.

Debt Resolution

Your Company has been under financial stress since 2011-12 due to various external factors beyond the control of the Company and its management. Despite the Debt Restructuring as per CDR LoA dated 27 September 2012 and 31 December 2014, the lenders have not disbursed sanctioned facilities for operations and have adjusted the same towards interest, resulting in complete

depletion of working capital and it now appears that the whole exercise of purported restructuring was mere ever greening of debt without even considering its adverse effect on Plant operations and financial performance of your Company.

State Bank of India (SBI) had filed an application before National Company Law Tribunal (NCLT) for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code (IBC), which was dismissed by NCLT Cuttack bench. SBI preferred an appeal before National Company Law Appellate Tribunal (NCLAT) New Delhi which has directed NCLT to restore the application and proceed further in accordance with law. The order of NCLAT has been challenged by the Company in the Hon''ble Supreme Court by way of a Civil Appeal and the same has been admitted on 9 September 2021. Oriental Bank of Commerce, since merged with Punjab National Bank, has filed an application before NCLT for initiating CIRP under IBC which was admitted vide NCLT order dated 28 November 2022 and Interim Resolution Professional had been appointed. The NCLT order has been challenged before NCLAT and the matter is pending. Meanwhile, Hon''ble Orissa High Court has stayed the operation of the NCLT order dated 28 November 2022. It is expected that the overall financial health of the Company would improve after debt resolution and improvement in availability of working capital for which the Company plans to raise funds by inducting Investor.

Your Company has been requesting lenders to implement a Resolution as per RBI Guidelines. State Bank of India (Lead Bank) implemented resolution through sale/ assignment of debt to ARCs and has assigned its debt exposure to Assets Care & Reconstruction Enterprise Ltd (ACRE) on 25 May 2023. Several other Banks including Vijaya bank (since merged with Bank of Baroda), SIDBI, Bank of Baroda, Dena Bank (since merged with Bank of Baroda), Indian Overseas Bank, Central Bank of India, UCO Bank and State Bank of Travancore (since merged with State Bank of India) have already implemented Resolution through sale/ assignment of Debt to ARCs (other Banks are also in various stages of implementing Resolution through sale/assignment of Debt to ARCs).

The debts of the Company have been classified as Non-Performing Assets (NPA) and are barred by limitation from the NPA Date. Such debts are disputed and as such are not to be considered as acknowledgment of liability by the Company.

Future Outlook

Some of the key risks going forward include high inflation globally, prolonged Russia-Ukraine war, high interest rates and weakness in Chinese economy, especially real estate sector. Due to these factors, the demand and prices of Ferro Alloys may get adversely impacted going forward.

The Company is focused on implementing Debt Resolution as per RBI guidelines and is making efforts for reducing cost and keeping the Plant operational to continue as a going concern.

DIVIDEND

In view of the losses incurred by the Company, your directors have not recommended any dividend for the FY ended 31 March 2023.

TRANSFER TO RESERVES

No amount has been transferred to the General Reserve for the FY ended 31 March 2023.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, no amount was due to be transferred in the Investor Education and Protection Fund.

Ms. Amisha Chaturvedi, Company Secretary of the Company continues to be the Nodal Officer (IEPF) of the Company. The details of the Nodal officer of the Company are also available on the website www.visasteel.com.

SHARE CAPITAL

Your Company''s paid-up Equity Share Capital is C 1,157,895,000 (Rupees One Hundred Fifteen Crore Seventy-Eight Lac Ninety-Five Thousand only) comprising of 115,789,500 Equity Shares of C 10/-each. There has been no change in the Capital Structure of the Company, during the financial year under review, except that VISA Industries Limited, an entity belonging to Promoter Group acquired 57,80,000 Equity Shares of C 10/- each aggregating to 4.99% through open market purchase.

SUBSIDIARIES

As on 31 March 2023, the Company has one subsidiary, Kalinganagar Chrome Private Limited which was incorporated on 1 July 2013.

During the year under review, Kalinganagar Special Steel Private Limited, VISA Ferro Chrome Limited and VISA Special Steel Limited have ceased to be the subsidiaries of the Company with effect from 25th November 2022.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement presented by your Company includes financial information of its subsidiary prepared in compliance with applicable Accounting Standards. A statement containing the salient features of the financial statement of your Company''s subsidiary in the prescribed form AOC-1 pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed separately to the financial statements.

The Annual Financial Statement of the aforesaid subsidiary and your Company will be made available to the shareholders as and when they demand and will also be kept for inspection by any investor at the registered office of your Company and its subsidiary. The financial statements of your Company and its subsidiary are also available on the website of your Company. In terms of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Consolidated Financial Statement, confirming to Indian

BOARD MEETINGS

The Board met 4 times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter termed as SEBI Listing Regulations, as amended from time to time.

Further, the Independent Directors at their separate meeting, held on 14 February 2022 reviewed the performance of the Board, Chairman of the Board and of Non-Independent Directors, as required under the Act and the SEBI Listing Regulations.

The Independent Directors at their separate meeting also assessed the quality, quantity and timelines of flow of information between your Company''s Management and the Board of Directors of your Company.

COMMITTEES OF THE BOARD

As a matter of good Corporate Governance and to ensure better accountability and to deal with specific areas/concerns that need a closer view, various Board level Committees have been constituted in terms of the provisions of the Act and the SEBI Listing Regulations under formal approval of the Board. There exists an Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The details of the composition, brief terms of reference, meetings held during the financial year 2022-23, attendance of the Board of Directors/ Members etc., of the said Board Meeting/ Committees are given in the Report on Corporate Governance annexed hereto and forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

The Board comprises of an optimum mix of Executive and NonExecutive Directors including Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms with the Articles of Association of your Company, Mr. Manoj Kumar, Whole-time Director designated as Director - Kalinganagar (DIN: 06823891), retires by rotation at the forthcoming Annual General Meeting and being eligible

Accounting Standard 110 issued by the Institute of Chartered Accountants of India, is attached as a part of the Annual Report.

The highlights of performance of subsidiary as on 31 March 2023 and its contribution to the overall performance of your Company during the period under review are tabulated below:

(C in million)
Name of the Subsidiary	Total Income	Total Comprehensive Income	Profit / Loss considered in Consolidation	Net worth Attributable
Kalinganagar Chrome Private Limited		(0.20)	(0.20)	0.27

offers himself for re-appointment. The Board recommends his reappointment, to the members for their approval.

Subsequent to the year end, Mr. Sheo Raj Rai (DIN: 07902184), who was reappointed as Independent Director for his second term of three (3) years on 8 August 2020, retired on 07 August 2023 upon the completion of his second term. Mr. Biswajit Chongdar (DIN: 07571173) was appointed as an Additional Director on the Board of the Company with effect from 07 August 2023. Mr. Chongdar holds office upto the ensuing Annual General Meeting.

Further, Ms. Rupanjana De (DIN: 01560140), who was reappointed as Independent Director for her second term of three (3) years on 26 August 2020, retires on 25 August 2023 upon the completion of her second term. Ms. Ritu Bajaj (DIN: 0216798) was appointed as an Additional Director on the Board of the Company with effect from 24 August 2023. Ms. Bajaj holds office upto the ensuing Annual General Meeting.

Independent Directors have in terms of Section 150 of the Companies Act 2013 read with Rule 6 of Companies (Appointment & Qualifications of Directors) Rules, 2014 confirmed that they have enrolled themselves in the Independent Directors data bank maintained with Indian Institute of Corporate Affairs.

Brief resume of the above Directors, nature of their expertise in their specific functional areas, details of directorships in other companies, the chairmanship / membership of committees of the Board and the skills and capabilities required for the role, as stipulated under Regulation 16 of the SEBI Listing Regulations and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India are given in the Notice for the ensuing Annual General Meeting. In the opinion of the Bord, the Directors are person(s) of integrity and possess relevant expertise and experience.

In accordance with the appointment of these Directors, the Committees of the Board were also reconstituted thereof.

Statement of Declaration

Mr. Dhanesh Ranjan (DIN 03047512), Ms. Rupanjana De (DIN 01560140) and Mr. Sheo Raj Rai (DIN 07902184) have given declarations in accordance with Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Regulation 16 and 25(8) of the SEBI Listing Regulations and have complied with the code of conduct prescribed in Schedule IV to the Companies Act, 2013.

Subsequent to the year end, Mr.Biswajit Chongdar (DIN 07571173) and Ms. Ritu Bajaj (DIN 02167982) have given declarations in accordance with Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Regulation 16 and 25(8) of the SEBI Listing Regulations and have complied with the code of conduct prescribed in Schedule IV to the Companies Act, 2013.

The Nomination & Remuneration policy is hosted on the Company''s website at www.visasteel.com.

Key Managerial Personnel

Mr. Vishambhar Saran is responsible for Chief Executive functions of your Company in addition to being the Whole time Director

designated as the Chairman, Mr. Vishal Agarwal acts as Deputy Chief Executive Officer in addition to being the Vice Chairman & Managing Director and Mr. Manoj Kumar, acts as Chief Operating Officer in addition to being the Whole time Director designated as Director (Kalinganagar).

Mr. Surinder Kumar Singhal continues to be the Chief Financial Officer of your Company and Ms. Amisha Chaturvedi continues to be the Company Secretary and Compliance Officer of your Company.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The performance evaluation of the Independent Directors was carried out by the entire Board and performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration policy of the Company.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards respectively, have been duly followed by the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 a true and fair view of the state of affairs of the Company as at 31 March 2023 and of the loss of the Company for that period;

(c) that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) t hat the Annual Accounts had been prepared on a going concern basis;

(e) that the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-Executive Independent Directors. As on 31 March 2023, Ms. Rupanjana De, Independent Director is the Chairperson of the Audit Committee. The members of the Committee possess adequate knowledge of Accounts, Audit and Finance, among others. The composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations and as is detailed in the Corporate Governance Report forming part of this Annual Report.

All recommendations made by the Audit Committee during the FY 2022-23 were accepted by the Board of Directors of the Company.

CEO / CFO CERTIFICATION

As required under SEBI Listing Regulations, Mr. Vishal Agarwal, Vice Chairman & Managing Director and Mr. Surinder Kumar Singhal, Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31 March 2023, which is annexed to this Report.

AUDITORS

Statutory Auditors and Auditors Report

The members of the Company had, at the 26th Annual General Meeting of the members of the Company held on 29 September 2022, approved the re-appointment of M/s. Singhi & Co., Chartered Accountants (FRN 302049E) as Statutory Auditors of the Company (for their second term) to hold office from the conclusion of that Annual General Meeting till the conclusion of 31st Annual General Meeting.

The para-wise management response to the qualifications/ observations made in the Independent Auditors Report is stated as under:

1. Attention is drawn to Para 2 of the Independent Auditors Report regarding Basis of Qualified Opinion. The clarification of the same is provided in Note No. 16B of the Accounts of the Standalone Accounts.

2. Attention is drawn to Para 5 of the Independent Auditors Report regarding Emphasis of Matter related to Scheme of Arrangement. The clarification of the same is provided in Note No. 34 of the Accounts of the Standalone Accounts.

3. Attention is drawn to Para 4 of the Independent Auditors Report regarding Matter related to material uncertainty relating to Going Concern. The clarification of the same is provided in Note No. 36 of the Accounts of the Standalone Accounts.

4. Attention is drawn to Para ix of Annexure A to the Independent Auditors Report. The clarification of the same is provided in Note No. 16 of the Accounts of the Standalone Accounts.

5. The Auditors observation in para 8 of the Annexure B to the Auditors report regarding dues to financial institution and banks has been addressed in Note No. 16B of the Standalone Accounts.

Internal Auditors

In terms of the provisions of Section 138 of the Act, M/s. L B Jha & Co., an Independent Chartered Accountants firm were appointed as Internal Auditors of the Company for FY 2023-24. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interalia, reviews the Internal Audit Report.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. MKB & Associates, Company Secretaries, as its Secretarial Auditor to undertake the Secretarial Audit for FY 2022-23. The report of the Secretarial Auditor of the Company in specified form MR-3 are annexed herewith as Annexure - I and forms part of this report. The report does not contain/contains any observation or qualification or adverse remarks.

The Board has re-appointed M/s. MKB & Associates, Company Secretaries, as Secretarial Auditors of the Company for the financial year 2023-24.

Cost Auditors

As per Section 148 of the Companies Act, 2013, the Board of Directors has appointed, M/s. DGM & Associates, (Registration No.00038), Cost Accountants, Kolkata as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company for the FY ending 31 March 2024. The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained. The filings as prescribed under the provisions of Companies Act, 2013 were done within the due time.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolutions seeking ratification to the remuneration of the said Cost Auditors are appearing in the Notice convening the 27th Annual General Meeting of the Company.

No frauds have been reported during the financial year under review by the Auditors of the Company.

RISK MANAGEMENT

The speed and degree of changes in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identified major focus areas for risk management to ensure organizational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business.

The Company has formulated and implemented a risk management policy in accordance with SEBI Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. In accordance with the policy, the risk associated with the Company''s business is always reviewed by

the management team and placed before the Audit Committee. The Audit Committee reviews these risks on periodical basis and ensures that mitigation plans are in place. The Board is briefed about the identified risks and mitigation plans undertaken.

The risks faced by the Company are detailed in Management Discussion and Analysis Report forming part of this Annual Report. In the opinion of the Board, as on date there are no material risks which may threaten the existence of the Company, except as stated in Management Discussion and Analysis Report forming part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of your Company and its future operations.

INTERNAL CONTROL SYSTEM

Your Company has adequate system of internal control procedures commensurate with its size and the nature of business. The internal control systems of the Company are monitored and evaluated by the Internal Auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors of the Company.

Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the Company''s business. Your Company is giving major thrust in developing and strengthening its internal audit so that risk threat can be mitigated.

Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee for their inputs and suggestions. The Audit Committee through Internal Auditor regularly reviews the system for cost control, financial controls, accounting controls, etc. to assess the adequacy and effectiveness of the internal control systems. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Companies Act, 2013 forms part of the Audit Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report, except as disclosed.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during FY 2022-23 were on arm''s length basis and also in the ordinary course of business. No Related Party Transactions were made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons during FY 2022-23 except those reported.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained on a yearly basis for the transactions which were of foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted were audited by M/s. L. B. Jha & Co., Chartered Accountants and a statement giving details of all Related Party Transactions were placed before the Audit Committee for its approval on a quarterly basis. M/s. L. B. Jha & Co., concluded that all Related Party Transactions entered into during FY 2022-23 by your Company were on Arm''s Length Basis and also in the ordinary course of business, to the Audit Committee of the Board of Directors of your Company.

The Related Party Transactions Policy, Policy for determining ''Material'' subsidiaries and Policy on Materiality of RPT as approved by the Board is uploaded on the Company''s website at www.visasteel.com. Information on transaction with Related Parties is given in Form AOC-2, Annexure II and the same forms part of this report.

None of the Directors or KMP(s) has any pecuniary relationships or transactions vis-a-vis the Company during FY 2022-23 except as disclosed in Notes to Financial Statement forming part of this Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure III forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

HUMAN RESOURCES

The Company places significant emphasis on recruitment, training & development of human resources, which assumes utmost significance in achievement of corporate objectives. The Company integrates employee growth with organisational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realisation of organisational goals. To this effect, your Company has a training center at its Plant for knowledge-sharing and imparting need-based training to its employees. The Company also has in place a Performance Management System in SAP for performance appraisal of the employees. To ensure accommodation, hospitality and other facilities for its employees, the Company has set up a modern guest house at Kalinganagar in Odisha.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) & 5(3) of the Companies (Particulars of Employees) Rules, 1975, as amended, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out in Annexure IV to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company.

The disclosure pertaining to remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Rules are provided in Annexure IV to this report.

DEPOSITS

The Company has not accepted or renewed any deposits during the year under review.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Regulation 17-27 of the SEBI Listing Regulations. A Report on Corporate Governance & Shareholder Information together with the Auditors'' Certificate thereon is annexed as part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Industry and Company Outlook, Company''s operations, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under SEBI Listing Regulation is presented under a separate section titled "Management Discussion and Analysis" forming part of the Annual Report.

ANNUAL RETURN

The copy of Annual Return shall be available on the website of the Company, i.e. www.visasteel.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The policy provides for adequate safeguards against victimisation of employees and / or Directors and also provides for direct access to the Chairman of the Audit Committee. The Policy is uploaded on the website of the Company at www.visasteel.com.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee comprises of 3 (three) Directors. As on 31 March 2023, Mr. Vishal Agarwal is the Chairman of the CSR Committee.

The Corporate Social Responsibility (CSR) policy recommended by the Corporate Social Responsibility Committee had been approved by the Board of Directors. The CSR policy is available on the website of the Company www.visasteel.com.

During the year, the CSR initiatives undertaken by the Company, although not mandatory under Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules 2014, are detailed in the Annual Report.

The CSR Policy is available on the website of the Company (www.visasteel.com).

Detailed Annexure as per Companies (CSR Policy) Rules, 2014 (as amended from time to time) is attached as Annexure V.

NOMINATION AND REMUNERATION POLICY

In terms of the requirement of Section 178 of the Companies Act, 2013, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy (hereinafter referred as "Policy'') of the Company. The policy is available on the website of the Company (www.visasteel.com).

The salient features of the policy are as below:

• to lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management or KMP(s) of the Company;

• to lay down the terms and conditions in relation to the appointment of Directors, Senior Management Personnel or KMP and recommend to the Board the appointment and removal of Directors, Senior Management Personnel or KMP(s);

• to lay down criteria to carry out evaluation of every Director''s performance;

• to formulate criteria for determining qualification, positive attributes and Independence of a Director;

• to determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel and other Employees to work towards the long-term growth and success of the Company;

• to devise a policy on the diversity of the Board;

• to assist the Board with developing a succession plan for the Board.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has not received any complaint of sexual harassment during the FY 2022-23.

The Company has complied with provisions relating to the constitution of Internal Compliant Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your directors record their sincere appreciation for the assistance, support and guidance provided by all stakeholders including employees, banks, customers, suppliers, regulatory & government authorities, business associates. The Directors commend the continuing commitment and dedication of all employees at all levels and look forward to their continued support in future.

Your directors value your involvement as shareholders and look forward to your continuing support.

---

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present this Twenty Second Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements of Accounts for the financial year ended 31 March 2018.

FINANCIAL RESULTS

(Rs .in Million)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	16,315.52	14,950.48	20,997.72	16,696.96
Other Income	221.96	280.38	552.76	176.40
Total Income	16,537.48	15,230.86	21,550.48	16,873.36
Profit before interest, depreciation, tax & exceptional item	225.89	443.59	947.97	757.73
Finance Cost	273.34	365.88	339.06	465.80
Depreciation	1,408.73	1,504.26	1505.84	1626.06
Profit / (Loss) before Exceptional & Extraordinary Items and Taxation	(1,456.18)	(1,426.55)	(896.93)	(1334.13)
Exceptional & Extraordinary Items
Profit /(Loss) before Tax	(1,456.18)	(1,426.55)	(896.93)	(1334.13)
Tax Expenses
Profit / (Loss) after Tax	(1,456.18)	(1,426.55)	(896.93)	(1334.13)
Other Comprehensive Income	1.95	(2.33)	2.47	(2.89)
Total Comprehensive Income for the period	(1,454.23)	(1,428.88)	(894.46)	(1337.02)

OPERATIONS

The standalone and consolidated Revenue of the Company stood at Rs.16,315.52 million and Rs.20,997.72 million respectively for the FY 2017-18. The standalone and consolidated profit before interest, depreciation, tax and exceptional item is Rs.225.89 million and Rs.947.97 million respectively during the FY 2017-18.

The Blast Furnace produced 93,812 Metric Tonne (MT) Hot Metal as compared to 162,815 MT in the previous year. The DRI Plant produced 237,418 MT Sponge Iron as compared to 251,290 MT in the previous year. The Steel production was 38,634 MT as compared to 53,206 MT.

The Ferro Alloys Plant produced 115,020 MT compared to 99,596 MT in the previous year.

During the year under review, operational performance of your Company have been adversely affected due to non-availability of working capital for operations and due to high prices of vital raw material which have not moved correspondingly in tandem with the product prices. Your Company has been accordingly dependent upon OMC for purchasing Iron Ore and Chrome Ore at auction prices. Also, the cutback amount by Banks has been much higher than the EBITDA which is adversely impacting operations and has increased the outstanding dues payable to operational creditors including statutory dues. The Company has been taking financial support of operational creditors to continue Plant operations without which there is a risk of Plant closure and agitation and other law and order problems from workers and this has severely impacted the profitability of the Company and its working.

Debt Resolution

Your Company has been under financial stress since 2011-12 due to various external factors beyond the control of the Company and its management. Despite the Debt Restructuring as per CDR LoA dated 27 September 2012 and 31 December 2014, the lenders have not disbursed sanctioned facilities for operations and adjusted the same towards interest resulting in complete depletion of working capital and it now appears that the purported restructuring was to postpone the classification of the then existing loan as Non-Performing Asset without even considering its adverse effect on Plant operations and financial performance of your Company.

As per RBI press release dated 13 June 2017, the Internal Advisory Committee (IAC) after reviewing top 500 exposures classified partly or wholly as Non Performing, arrived at an objective, non-discretionary criterion and recommended that for other Non-Performing Accounts, such as your Company with exposure below Rs.5,000 crore, the lenders should finalise Resolution Plan within six months and details of the Resolution Framework for other Non-Performing Accounts will be released in the coming days. Your Company has been requesting lenders to implement a viable Resolution Plan as per RBI Guidelines.

Meanwhile, State Bank of India (SBI) filed an application with National Company Law Tribunal, Kolkata Bench (NCLT) to initiate Corporate Insolvency Resolution Process (CIRP) under Insolvency & Bankruptcy Code 2016 (IBC). Your Company has filed a writ petition in Hon''ble High Court of Orissa and the matter is sub-judice. Meanwhile, Banks including UCO Bank, Central Bank of India and State Bank of Travancore (since merged with State Bank of India) have implemented Resolution through Sale of loan to ARCs. Other Banks including Indian Overseas Bank and Syndicate Bank etc. are in advanced stages of implementing Resolution through sale of loan to ARCs.

FUTURE OUTLOOK

The disruptive technologies in Energy and Transportation are likely to have a significant impact on demand for Steel products. Meanwhile, the National Steel Policy approved by the Government of India aspires to achieve 300 million tonne of Steelmaking capacity by 2030 and seek to increase consumption of Steel in major segments of infrastructure, automobiles, housing etc.

Your Company is committed to its vision to create long term stakeholder value through value addition of natural resources. The Company is focused on implementing Debt Resolution outside IBC as per RBI guidelines and is making efforts, for raising funds for working capital and increasing capacity utilization of all Units, reducing cost and improving operational efficiency.

DIVIDEND

In view of the loss incurred by the Company, your Directors have not recommended any dividend for the FY ended 31 March 2018.

TRANSFER TO RESERVES

In view of losses incurred by the Company during the year, no amount has been transferred to the General Reserve for the FY ended 31 March 2018.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend

During the year under review, your Company had transferred Rs.378,532/- to the Investor Education and Protection Fund lying is Unpaid/Unclaimed Dividend Account FY 2009-10. During the financial year 2018-19, your Company shall transfer balance lying in the Unpaid/ Unclaimed Dividend Account FY 2010-11 to the Investor Education and Protection Fund.

Equity Share

During the year your Company had transferred 44,332 equity shares to IEPF.

SHARE CAPITAL

Your Company''s paid up equity share capital is Rs.1,157,895,000 (Rupees One Hundred Fifteen Crore Seventy Eight Lac Ninety Five Thousand only) comprising of 115,789,500 equity shares of Rs.10/- each.

During the year, the Company has allotted 57,89,500 equity shares of Rs.10 each to Baosteel Resources Co. Ltd, China pursuant to the order dated 12 October 2017 passed by the Hon''ble National Company Law Tribunal, Kolkata Bench approving the Scheme of Amalgamation of VISA Bao Limited (Subsidiary Company) with the Company.

TRANSFER OF SPECIAL STEEL BUSINESS

The Board of Directors of your Company had approved a Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956, between your Company and VISA Special Steel Limited (VSSL), a subsidiary of your Company, and their respective shareholders and creditors, which inter alia, envisages transfer of Special Steel Business of your Company with all its assets and liabilities, into VSSL. The Appointed Date of the Scheme is 1 April 2013 or such other date as may be fixed or approved by the Hon''ble High Court of Judicature of Orissa at Cuttack or such other competent authority. The Scheme has been approved by the members of the Company at the Court Convened Meeting (CCM) held on 10 June 2014. Subsequent to the approval of the members, a petition was filed before the Hon''ble High Court of Orissa on 25 June 2014. Meanwhile, due to continuous and persistent objections raised by one of the lenders namely HUDCO before the Hon''ble Orissa High Court, the sanction of the Scheme for transfer of VSL''s Special Steel business into VSSL got indefinitely delayed, thereby resulting in serious breaches and violations of the terms of the Resolution Plan and your Company lost the opportunity to induct investor and infuse funds in VISA Special Steel Limited.

Meanwhile, there was a Notification dated 7 December 2016 by Ministry of Corporate Affairs due to which our matter was to be transferred to National Company Law Tribunal, Kolkata Bench. However, this Notification was challenged through a writ petition by Orissa High Court Advocate''s Bar Association and the Hon''ble Orissa High Court vide its order dated 10 February 2017 granted stay on transfer of cases to National Company Law Tribunal, Kolkata Bench.

The Scheme is still pending before the Hon''ble Orissa High Court and it is excepted that once the Cuttack Bench of NCLT is functional, the Scheme shall be transferred to NCLT, Cuttack Bench for approval.

AMALGAMATION OF VISA BAO LIMITED

During the year under review, your Company''s application for approval of Scheme of Amalgamation of VISA Bao Limited with your Company, was approved vide order dated 12 October 2017 passed by the Hon''ble National Company Law Tribunal, Kolkata Bench.

Subsequent to amalgamation of VISA Bao Limited with your Company, 57,89,500 Equity Shares of Rs.10 each of your Company have been allotted to Baosteel Resources Co. Ltd, China (Baosteel). Baosteel now holds 5% of the Equity Shares of your Company.

AMALGAMATION OF KALINGANAGAR SPECIAL STEEL PRIVATE LIMITED

The Board of Directors of your Company had approved a Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956, between your Company and Kalinganagar Special Steel Private Limited, a subsidiary of your Company and their respective shareholders and creditors. The appointed date of the Scheme is 31 March 2014 or such other date as may be fixed or approved by the Hon''ble High Court of Judicature of Orissa at Cuttack. The matter is still awaiting final decision.

INCREASE IN FOREIGN INSTITUTIONAL INVESTORS (“FII”) / FOREIGN PORTFOLIO INVESTOR (“FPI”) / NON-RESIDENT INDIAN (“NRI”) SHAREHOLDING LIMIT IN THE PAID UP SHARE CAPITAL OF THE COMPANY FROM 24% TO 74%

During the year under review, the foreign shareholding by FIIs/ FPIs in your Company had reached the trigger limit. In lieu of this and as per an advisory letter no. FE.CO.FID//11.01.091/2016 -17 dated 26 May 2017 from the Reserve Bank of India (RBI), the Foreign Institutional Investors (“FII”) / Foreign Portfolio Investor (“FPI”) / Non-Resident Indian (“NRI”) shareholding limit in the paid up capital of Company has been increased from 24% to 74%.

SUBSIDIARIES

As on 31 March 2018, the Company has five subsidiaries including indirect subsidiaries namely, Ghotaringa Minerals Limited, Kalinganagar Special Steel Private Limited, Kalinganagar Chrome Private Limited, VISA Ferro Chrome Limited and VISA Special Steel Limited:

i) Ghotaringa Minerals Limited (GML) is a Joint Venture between your Company and Orissa Industries Limited (ORIND).

ii) Kalinganagar Special Steel Private Limited, a wholly owned subsidiary, was incorporated on 27 May 2013.

iii) Kalinganagar Chrome Private Limited, a wholly owned subsidiary, was incorporated on 1 July 2013.

iv) VISA Ferro Chrome Limited (VFCL), a step down subsidiary was incorporated on 26 July 2013. VFCL is a wholly owned subsidiary of Kalinganagar Special Steel Private Limited.

v) VISA Special Steel Limited (VSSL), a step down subsidiary incorporated on 27 July 2012 and is a wholly owned subsidiary of VISA Ferro Chrome Limited.

State Bank of India (SBI) had filed an application for initiation of Corporate Insolvency Resolution Process (CIRP) of Ghotaringa Minerals Limited, a subsidiary of your Company under IBC with Hon''ble National Company Law Tribunal, Kolkata, Bench (NCLT). The application was admitted vide Order dated 16 February 2018 and moratorium was declared and Mr. Ashok Kumar Gulla was appointed as Interim Resolution Professional (IRP).

During the year, the Board of VISA SunCoke Limited (since renamed as VISA Coke Limited) approved fund raising through issuance of new equity shares which was completed on 31 March 2018 consequent to which VISA Coke Limtied ceased to be a Subsidiary of your Company.

VISA Bao Limited (VBL), one of the subsidiary of your Company was amalgamated with your Company pursuant to the Order dated 12 October 2017 passed by the Hon''ble National Company Law Tribunal, Kolkata Bench.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statement presented by your Company includes financial information of its subsidiaries prepared in compliance with applicable Accounting Standards.

A statement containing the salient features of the financial statement of your Company''s subsidiaries in the prescribed form AOC-1 pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed separately to the financial statements.

The Annual Accounts of the Subsidiary Companies will be made available to the shareholders of the aforesaid subsidiaries and your Company as and when they demand and will also be kept for inspection by any investor at the registered office of your Company and these subsidiaries. The financial statements of your Company and its subsidiaries are also available on the website of your Company.

The highlights of performance of subsidiaries as on 31 March 2018 and their contribution to the overall performance of your Company during the period under review are tabulated below:

(Rs .in Million)

Name of the Subsidiary	Total Income	Total Comprehensive Income	Profit / Loss considered in Consolidation	Net worth Attributable
Kalinganagar Special Steel Private Limited	-	- (0.07)	(0.07)	(0.47)
Kalinganagar Chrome Private Limited	-	- (0.01)	(0.01)	0.52
Ghotaringa Minerals Limited	0.06	(0.58)	(0.51)	8.39

Note: Above figures are rounded off.

BOARD MEETINGS

The Board met 6 times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations”).

Further, the Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board and of Non-Independent Directors, as required under the Act and the Listing Agreement.

The Independent Directors at their separate meeting also assessed the quality, quantity and timelines of flow of information between your Company Management and the Board of Directors of your Company.

COMMITTEES OF THE BOARD

As a matter of good corporate governance and to ensure better accountability and to deal with specific areas/concerns that need a closer view, various board level Committees have been constituted in terms of the provisions of the Act and the Listing Regulations under formal approval of the Board. There exists an Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Finance & Banking Committee and Committee of Directors of the Board.

The details of the composition, brief terms of reference, meetings held during the year 2017-18, attendance of the Members etc., of the said Committees are given in the Report on Corporate Governance annexed hereto and forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The Board comprises of an optimum mix of Executive and NonExecutive Directors including Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms with the Articles of Association of the Company, Mr. Vishal Agarwal, Whole time Director designated as Vice Chairman & Managing Director (DIN: 00121539), retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends for his re-appointment.

Mr. Pratip Chaudhuri (DIN 00915201), Mr. Kishore Kumar Mehrotra (DIN 02894045), Ms. Rupanjana De (DIN 01560140) and Mr. Sheo Raj Rai (DIN 07902184) have given declarations confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 17 of the Listing Regulations.

Mr. Debi Prasad Bagchi (DIN 00061648), Independent Director resigned w.e.f. 21 April 2017. Ms. Puja Sondhi (DIN 06592082), Independent Woman Director resigned w.e.f 9 May 2017.

Ms. Ramya Hariharan (DIN 06928511) was appointed as an Additional Director (Non-Executive, Independent Woman Director) on the Board of Director of your Company w.e.f 19 May 2017 and resigned w.e.f. 26 August, 2017.

Mr. Sheo Raj Rai (DIN: 07902184) was appointed as the Additional Director (Independent) for a period of 3 years w.e.f 8 August 2017 and Ms. Rupanjana De (DIN 01560140) was appointed as Additional Woman Director (Independent) for a period of 3 years w.e.f 26 August 2017. Subsequent to the end of the year under review, Mr. Kishore Kumar Mehrotra (DIN 02894045) Independent Director resigned w.e.f. 11 July 2018.

Mr. Manas Kumar Nag (DIN 02058292) continues as Nominee Director (Nominee of State Bank of India).

Mr. Manoj Kumar (DIN 06823891) continues to be the Whole time Director designated as Director (Kalinganagar) of your Company for a period of 3 (three) years w.e.f. 15 September 2015. The Board of Directors of your Company has at its meeting held on 6 August 2018 have extended the term of Mr. Kumar for a further period of 3 (three) years w.e.f. 15 September 2018, subject to the approval of the members at the ensuing Annual General Meeting and other necessary approvals.

Brief resume of the above Directors, nature of their expertise in their specific functional areas, details of directorships in other Companies and the chairmanship / membership of committees of the Board, as stipulated under Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirements), 2015 are given in the Notice for the ensuing Annual General Meeting.

Key Managerial Personnel

Mr. Vishambhar Saran is responsible for Chief Executive functions of your Company in addition to being the Whole time Director designated as the Chairman, Mr. Vishal Agarwal acts as Deputy Chief Executive Officer in addition to being the Vice Chairman & Managing Director and Mr. Manoj Kumar, acts as Chief Operating Officer in addition to being the Whole time Director designated as Director (Kalinagnagar).

Subsequent to the end of the year under review, Mr. Manoj Kumar Digga ceased to be the Chief Financial Officer of your Company w.e.f 14 July 2018 and Mr. Ranjan Kumar Jindal was appointed as the Chief Financial Officer of your Company w.e.f 6 August 2018.

Mr. Sudhir Kumar Banthiya continues to be the Company Secretary and Compliance Officer of your Company.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due compliance with the provisions of the Companies Act, 2013 and the Listing Agreement. The performance evaluation of the Independent Directors was carried out by the entire Board and performance evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration policy of your Company.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'', respectively, have been duly followed by your Company .

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 a true and fair view of the state of affairs of the company as at 31 March 2018 and of the loss of the Company for that period;

(c) that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts had been prepared on a going concern basis;

(e) that the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-Executive Independent Directors. As on date, Ms. Rupanjana De, Independent Director is the Chairperson of the Audit Committee. The members of the Committee possess adequate knowledge of Accounts, Audit and Finance, among others. The composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and as is detailed in the Corporate Governance Report forming part of this Annual Report.

All recommendations made by the Audit Committee during the FY 2017-18 were accepted by the Board of Directors of the Company.

CEO / CFO CERTIFICATION

As required under SEBI (Listing Obligation and Disclosure Requirements), 2015, Vice Chairman & Managing Director and Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31 March 2018, which is annexed to this Report.

AUDITORS

Statutory Auditors and Auditors Report

The members of the Company had, at the 21st Annual General Meeting of the members of the Company held on 14 December 2017, approved the appointment of M/s. Singhi & Co., Chartered Accountants (FRN 302049E) as Statutory Auditors of the Company to hold office from the conclusion of that Annual General Meeting till the conclusion of 26th Annual General Meeting, subject to ratification by members at every Annual General Meeting.

Subsequent to the enforcement of relevant provision of Companies Amendment Act, 2017, w.e.f 7th May, 2018, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The para-wise management response to the qualifications / observations made in the Independent Auditors Report is stated as under:

1. Attention is drawn to para 8 of the Independent Auditors Report regarding Basis for Qualified Opinion. The clarification of the same is provided in Note No. 18D of the Standalone Financial Statements for FY 2017-18.

2. Attention is drawn to para 10 of the Independent Auditors Report regarding Emphasis of Matter. The clarification of the same is provided in Note No. 38 of the Standalone Financial Statements for FY 2017-18.

3. Attention is drawn to para 8-10 of Annexure A to the Independent Auditors Report regarding Basis of Qualified Opinion. The clarification of the same is provided in Note No. 18D of the Standalone Financial Statements for FY 2017-18.

4. As regards para (iii) (b) and (c) of the Annexure B to the Independent Auditors Report , your Directors report that Ghotaringa Minerals Limited(GML), a subsidiary of the Company could not pay the interest of Rs. 3.40 million as at Balance Sheet date. The issue has been addressed in Note No. 18B of the Standalone Financial Statements for FY 2017-18.

5. The Auditors observation in para viii of the Annexure B to the Auditors report regarding dues to financial institution and banks aggregating Rs.26413 million has been addressed in Note No. 18D of the Standalone Financial Statements for FY 2017-18.

Internal Auditors

In terms of the provisions of Section 138 of the Act, M/s. L B Jha & Company, an Independent Chartered Accountants were appointed as Internal Auditors of the Company for FY 2018-19. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interalia, reviews the Internal Audit Report.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. M K B & Associates, Practicing Company Secretaries, as its Secretarial Auditor to undertake the Secretarial Audit for FY 2017-18. The report of the Secretarial Auditor in specified form MR-3 is annexed herewith as Annexure I and forms part of this report. The report does not contain any observation or qualification or adverse remarks.

The Board has re-appointed M/s. M K B & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2018-19.

Cost Auditors

As per Section 148 of the Companies Act, 2013, the Board of Directors has appointed, M/s. DGM & Associates, (Registration No.00038), Cost Accountants, Kolkata as Cost Auditors of the Company, to carry out the cost audit of the products (Pig Iron & Pig Scrap, Ferro Chrome and Sponge Iron) manufactured by the Company for the FY ending 31 March 2019. The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolutions seeking ratification to the remuneration of the said Cost Auditors are appearing in the Notice convening the 22nd AGM of the Company.

RISK MANAGEMENT

The speed and degree of changes in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identified major focus areas for risk management to ensure organisational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business.

The Company has formulated and implemented a risk management policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks.

In accordance with the policy, the risk associated with the Company''s business is always reviewed by the management team and placed before the Audit Committee.

The Audit Committee reviews these risks on periodical basis and ensures that mitigation plans are in place. The Board is briefed about the identified risks and mitigation plans undertaken.

The risks faced by the Company are detailed in Management Discussion and Analysis Report forming part of this Annual Report.

In the opinion of the Board, as on date there are no material risks which may threaten the existence of the Company, except as stated in Management Discussion and Analysis Report forming part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

INTERNAL CONTROL SYSTEM

Your Company has adequate system of internal control procedures commensurate with its size and the nature of business. The internal control systems of the Company are monitored and evaluated by the Internal Auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors of the Company.

Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the Company''s business. Your Company is giving major thrust in developing and strengthening its internal audit so that risk threat can be mitigated.

Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee for their inputs and suggestions. The Audit Committee through Internal Auditor regularly reviews the system for cost control, financial controls, accounting controls, etc. to assess the adequacy and effectiveness of the internal control systems. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during FY 2017-18 were on an arm''s length basis and in the ordinary course of business. No other Related Party Transactions were entered into by the Company during FY 2017-18 except those reported.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained on a yearly basis for the transactions which were of foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed by M/s BSR & Co. LLP, Chartered Accountants for arm''s length and in ordinary course of business and a statement giving details of all Related Party Transactions was placed before the Audit Committee for its approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.visasteel.com.

Information on transaction with Related Parties is given in Form AOC-2, Annexure II and the same forms part of this report.

None of the Directors or KMP has any pecuniary relationships or transactions vis-a-vis the Company during FY 2017-18 except those reported.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure III forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial Statement.

HUMAN RESOURCES

The Company places significant emphasis on recruitment, training & development of human resources, which assumes utmost significance in achievement of corporate objectives.

The Company integrates employee growth with organizational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realisation of organisational goals. To this effect, your Company has a training center at its Plant for knowledge-sharing and imparting need based training to its employees. The Company also has in place a Performance Management System in SAP for performance appraisal of the employees. To ensure accommodation, hospitality and other facilities for its employees, the Company has set up a modern guest house at Kalinganagar.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) & 5(3) of the Companies (Particulars of Employees) Rules, 1975, as amended, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out in Annexure IV to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company.

The disclosure pertaining to remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Rules are provided in Annexure IVB to this report.

EMPLOYEES STOCK OPTION

The members of the Company in the Annual General Meeting held on 17 August, 2010, had approved an Employee Stock Option Scheme 2010 (the “ESOP Scheme 2010”), formulated by the Company, under which the Company could have issued 5,500,000 options to its permanent employees and directors, its subsidiaries and its holding company, as determined by the Remuneration Committee on its own discretion and in accordance with the SEBI Guidelines. The Scheme had a vesting period not earlier than one year and not later than five years from the date of grant of the options in one or more tranches with exercise period of 3 years from the date of vesting. There were neither any vesting of ESOP nor any exercise of vesting of the ESOP Scheme 2010 during the tenancy of the Scheme and there will not be any further exercise of the vested options upon expiry of the scheme as on 4 February 2018. The particulars with regard to ESOP scheme as on 31 March 2018, as required to be disclosed pursuant to the provisions of Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 are set out in Annexure V to this report.

DEPOSITS

The Company has not accepted or renewed any deposits during the year under review.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Regulation 17-23 of the Listing Regulation. A Report on Corporate Governance & Shareholder Information together with the Auditors'' Certificate thereon is annexed as part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Industry and Company Outlook, Company''s operations, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under SEBI (Listing Obligation and Disclosure Requirements) 2015 is presented under a separate section titled “Management Discussion and Analysis” forming part of the Annual Report.

ANNUAL RETURN

Subsequent to the enforcement of the relevant provision of the Companies Amendment Act, 2017, the Annual Return in Form MGT 9 shall be available on the website of the Company, i.e. www.visasteel.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The policy provides for adequate safeguards against victimization of employees and / or Directors and also provides for direct access to the Chairman of the Audit Committee. The Policy is uploaded on the website of the Company at www.visasteel.com.

During the year under review no person was denied access to the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee comprises of 3 (three) Directors. As on date, Mr. Vishal Agarwal is the Chairman of the CSR Committee.

The Corporate Social Responsibility (CSR) policy recommended by the Corporate Social Responsibility Committee had been approved by the Board of Directors. The CSR policy is available on the website of the Company www.visasteel.com.

During the year, the CSR initiatives undertaken by the Company, although not mandatory under Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules 2014, are detailed in the Annual Report.

Detailed annexure as per Companies (CSR Policy) Rules, 2014 is attached as Annexure VI.

NOMINATION AND REMUNERATION POLICY

In terms of the requirement of Section 178 of the Companies Act, 2013, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Remuneration policy of the Company. The Remuneration policy is available on the website of the Company www.visasteel.com.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has not received any complaint of sexual harassment during the FY 2017-18.

The Company has complied with provisions relating to the constitution of Internal Compliant Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the assistance, support and guidance provided by banks, financial institutions, customers, suppliers, regulatory & government authorities, project & other business associates and stakeholders. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company''s growth. The Directors look forward to their continued support in future.

Your Directors value your involvement as shareholders and look forward to your continuing support.

For and on behalf of the Board

Vishal Agarwal

Vice Chairman & Managing Director

(DIN 00121539)

Manoj Kumar

Whole time Director designated as

Kolkata Director (Kalinganagar)

6 August 2018 (DIN 06823891)

---

Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present this Twentieth Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements of Accounts for the financial year ended 31 March 2016.

(Rs. in Million)

Particulars	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Net Revenue	10,111.90	9,221.57	13,031.34	12,802.74
Other Income	272.18	288.52	131.90	148.70
Total Revenue	10,384.08	9,510.09	13,163.24	12,951.44
Profit before interest, depreciation, tax & exceptional item	119.80	267.98	46.84	307.59
Finance Cost	4,453.71	2,061.90	4,754.44	2,293.60
Depreciation	1,226.86	574.09	1,431.89	767.30
Profit / (Loss) before Exceptional & Extraordinary Items and Taxation	(5,560.77)	(2,368.01)	(6,139.49)	(2,753.31)
Exceptional & Extraordinary Items	-	-	-	(212.95)
Profit /(Loss) before Tax	(5,560.77)	(2,368.01)	(6,139.49)	(2,966.26)
Tax Expenses	274.70	46.39	274.79	60.18
Profit / (Loss) after Tax	(5,835.47)	(2,414.40)	(6,414.28)	(3,026.44)
Minority Interest	-	-	(259.00)	(297.34)
(Loss) / Profit for the period	(5,835.47)	(2,414.40)	(6,155.28)	(2,729.10)

OPERATIONS

The Company is pursuing Special Steel Business, Ferro Alloy Business and Coke Business. The Special Steel Business includes production of Hot Metal/Pig Iron, DRI/Sponge Iron and Special Steel Bars & Wire Rods. Whereas, the Ferro Alloy Business includes production of High Carbon Ferro Chrome and generation of Power for captive use and the Coke Business includes production of Coke and Steam.

The consolidated total revenue of the Company stood at Rs. 13,163.24 Million for the financial year 2015-16. The consolidated profit before interest, depreciation, tax and exceptional item is Rs. 46.84 Million in the financial year 2015-16.

The Blast Furnace having installed capacity of 225,000 TPA produced 121,521 MT Hot Metal as compared to 42,931 MT in the previous year. The DRI Plant, having installed capacity of 300.000 TPA produced 224,934 MT Sponge Iron as compared to 184,149 MT in the previous year.

The Ferro Alloy Plant, with a total current operating capacity of 120.000 TPA including the Furnaces taken on lease from VISA BAO Limited, a subsidiary Company, produced 85,836 MT of Ferro Alloys in the financial year 2015-16 compared to 62,719 MT in 2014-15. The generation of electricity from Company''s Captive Power Plant, having installed capacity of 657 Million units per annum, was 406 Million units in financial year 2015-16 as compared to 367 Million units in the previous year.

The Company has 51% stake in VISA SunCoke Limited (VSCL) which is operating the business of manufacturing and sale of Metallurgical Coke and associated Steam Generation Units. VSCL''s production of Coke was 294,258 MT during the year, compared to 295,734 MT in the previous year.

During the year under review, the Company''s performance was adversely impacted due to various external factors beyond management control including failure of the commitment made by the State Government through MoU to grant captive Iron Ore Mining Lease, depriving the Company from long term source of Iron Ore at cost, de-allocation of Coal Block by Ministry of Coal & Hon''ble Supreme Court''s order dated 24 September 2014, depriving the Company from long term source of Coal at cost, non availability of Iron Ore and Chrome Ore at viable prices due to closure of Mines due to Shah Commission Investigation since 2011 & Supreme Court judgment on 16 May 2014, non-availability of working capital for Plant operations, sharp drop in Steel prices due to Chinese overcapacity, dumping of Steel from China and Russian Rouble depreciation, FTA''s with Japan & Korea wherein Steel was being imported at import duty of below 2.5% and high interest costs, logistics costs, infrastructure bottlenecks etc.

The Iron Ore & Chrome Ore availability has improved from end 2015 onwards subsequent to the implementation of the MMDR

(Amendment) Act and restarting of various closed mines. With the improvement in raw material availability and holding on operations, the operations of the Company has improved significantly from Q4 FY''2016 onwards. However, a period of uncertainty in supply of Iron Ore & Chrome Ore is likely after 31st March 2020 since many non-captive mines will expire. The Government also implemented Minimum Import Price (MIP) dated 5th February 2016 to check imports of Steel at predatory pricing and imposed anti-dumping duties. The Government is also preparing a Policy for revival of the Steel Sector including financial restructuring.

Due to the continued stress across the Steel Sector, the Company has not been able to service its debt and the account of the Company has become Non-Performing Asset (NPA) with its Lenders. As per RBI, if the loan is already an NPA, there is no limit to the kind of restructuring that is possible. The Company has been in discussions with Lenders to induct investor and restructure the loan to a sustainable level. The Company''s plan to transfer its Special Steel business to VISA Special Steel Limited, a subsidiary of the Company to facilitate fund raising through strategic investor / financial investors has been delayed due to objection raised by HUDCO. The Company plans to complete the amalgamation of VISA Bao Limited with the Company, consequent to which Baosteel will hold 5% stake in the Company. The Company is in discussions with potential investors to infuse funds in the Company as working capital to improve operations and Lenders to restructure the loan to a sustainable level.

FUTURE OUTLOOK

As per the Ministry of Steel, Government of India, the current per capita consumption of finished steel in the Country is only around 60 kg which is far lower than the world average of 220 kg (China at 500 kg). It is estimated that India would need 300 million TPA of Steel by 2030 and, therefore, there is a huge growth potential in Steel consumption in India. However, any significant improvement in demand for Iron and Steel products may take a little longer and show up once investments in infrastructure and construction industries start picking up.

The Company has set up economically viable productive assets and is committed to its vision to emerge as an efficient producer of high quality value added products including Special Steel Long products, Ferro Chrome and Coke. Having set up state of the art value addition facilities, the Company is now focused on increasing capacity utilization of all Units, improving efficiency, cutting overhead costs and reducing raw material costs by securing captive Iron Ore and Chrome Ore mines in order to improve margins.

Going forward, the Company expects that revenues and margins from Special Steel, Ferro Alloy & Metallurgical Coke businesses shall drive your Company forward.

DIVIDEND

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the financial year ended 31 March 2016.

TRANSFER TO RESERVES

In view of losses incurred by the Company during the year, no amount has been transferred to the General Reserve for the financial year ended 31 March 2016.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review your Company transferred Rs. 359,635 to the Investor Education and Protection Fund pertaining to Unpaid Dividend for the Financial Year 2007-08.

SHARE CAPITAL

The Company''s paid up equity share capital remained at Rs. 1,100,000,000 (Rupees One Hundred Ten Crores only) comprising of 110,000,000 equity shares of Rs. 10 each. There was no change in the Company''s share capital during the year under review.

TRANSFER OF SPECIAL STEEL BUSINESS

The Board of Directors of the Company had approved a Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956, between the Company and VISA Special Steel Limited (VSSL), a subsidiary of the Company, and their respective shareholders and creditors, which inter alia, envisages transfer of Special Steel Business (comprising of Blast Furnace, DRI Plant, Steel Melt Shop and Rolling Mill) of the Company with all its assets and liabilities, into VSSL. The Appointed Date of the Scheme is 1 April 2013 or such other date as may be fixed or approved by the Hon''ble High Court of Judicature of Orissa at Cuttack. The Scheme has been approved by the members of the Company at the Court Convened Meeting (CCM) held on 10 June 2014. Subsequent to the approval of the members, a petition was filed before the Hon''ble High Court of Orissa on 25 June 2014. Lender''s approval was received on 31 December 2014. The matter is being heard in High Court of Orissa and decision is awaited.

AMALGAMATION OF VISA BAO LIMITED

The Board of Directors of the Company had approved a Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956, between the Company and VISA BAO Limited, a subsidiary of the Company and their respective shareholders. The appointed date of the Scheme is 1 April 2015 or such other date as may be fixed or approved by the Hon''ble High Court of Judicature of Orissa at Cuttack. The scheme is subject to necessary approval from regulatory authorities. Post amalgamation, Baosteel Resources Co. Ltd., China will hold 5% stake in the Company.

AMALGAMATION OF KALINGANAGAR SPECIAL STEEL PRIVATE LIMITED

The Board of Directors of the Company had approved a Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956, between the Company and Kalinganagar Special Steel Private Limited, a subsidiary of the Company and their respective shareholders and creditors. The appointed date of the Scheme is 31 March 2014 or such other date as may be fixed or approved by the Hon''ble High Court of Judicature of Orissa at Cuttack.

HOLDING, SUBSIDIARY COMPANIES

During the year under review VISA Infrastructure Limited ceased to be the Holding Company of your Company w.e.f. 22 April

2015. The Company has seven subsidiaries including indirect subsidiaries namely, VISA BAO Limited, VISA SunCoke Limited, Ghotaringa Minerals Limited, Kalinganagar Special Steel Private Limited, Kalinganagar Chrome Private Limited, VISA Ferro Chrome Limited and VISA Special Steel Limited:

(i) VISA BAO Limited (VBL) is a Joint Venture between the Company and Baosteel Resources Co. Ltd. (Baosteel), China. VBL is setting up a Ferro Chrome Plant with 4 Submerged Arc Furnaces at Kalinganagar in Odisha of which 2 furnaces were commissioned in the month of June 2013. The remaining two furnaces are expected to be completed, one each before 31 March 2017 and during 2017-18, respectively. The Company holds 65 percent stake in VBL and Baosteel, one of the leading

Steel companies in the world, holds the balance 35 percent stake.

(ii) VISA SunCoke Limited (VSCL) is a Joint Venture with Sun Coke Europe Holding B.V. (SunCoke), in which the Company holds 51 percent stake and SunCoke holds remaining 49 percent stake. The joint venture comprises of 400,000 MTPA Heat Recovery Coke Plant and associated Steam Generation Units at Kalinganagar in Odisha. The joint venture provides great opportunity for VSCL to leverage its operating and technological expertise to serve customers across India with the highest quality coke.

(iii) Ghotaringa Minerals Limited (GML) is a Joint Venture between the Company and Orissa Industries Limited (ORIND).

(iv) Kalinganagar Special Steel Private Limited, a wholly owned subsidiary, was incorporated on 27 May 2013.

(v) Kalinganagar Chrome Private Limited, a wholly owned subsidiary, was incorporated on 1 July 2013.

(vii) VISA Ferro Chrome Limited (VFCL), a step down subsidiary was incorporated on 26 July 2013. VFCL is a wholly owned subsidiary of Kalinganagar Special Steel Private Limited.

(vi) VISA Special Steel Limited incorporated on 27 July 2012 is a wholly owned subsidiary of VISA Ferro Chrome Limited.

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with the applicable Accounting Standards. A statement containing the salient features of

the financial statement of the Company''s subsidiaries in the prescribed form AOC-1 pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed separately to the financial statements.

The Annual Accounts of the subsidiary companies will be made available to the shareholders of the aforesaid subsidiaries and the Company as and when they demand and will also be kept for inspection by any investor at the registered office of the Company and these subsidiaries. The Financial statements of the Company and its subsidiaries are also available on the website of the Company.

The highlights of performance of subsidiaries as on 31 March 2016 and their contribution to the overall performance of the Company during the period under review, is tabulated below:

(Rs. In Million)

Name of the Subsidiary	Total Revenue	Profit / (Loss) After Tax	Profit / Loss considered in consolidation	Networth attributable
VISA Suncoke Ltd	4,095.18	(417.98)	(213.17)	525.35
VISA BAO Ltd	160.08	(175.41)	(114.02)	447.98
Kalinganagar Special Steel Private Limited	-	(0.15)	(0.15)	(0.24)
Kalinganagar Chrome Private Limited	-	(0.01)	(0.01)	0.53
Ghotaringa Minerals Limited	0.07	0.00	0.00	8.91

EXTENSION OF DATE FOR HOLDING ANNUAL GENERAL MEETING OF THE COMPANY

In accordance with provisions of Section 96 read with Section 129 of the Companies Act, 2013, the Annual General Meeting (AGM) of the Company for the financial year ended 31 March 2016, was due to be held on or before 30 September 2016.

The Company approached the Registrar of Companies, Orissa to extend time by three months for holding the Annual General Meeting so that necessary effect could be given to the Scheme of Arrangement between the Company and VISA Special Steel Limited on its sanction by the Hon''ble High Court of Judicature of Orissa at Cuttack and to complete the preparation of financial statements of the Company after giving effect to the Scheme. Necessary approval to hold the Annual General Meeting for the financial year 2015-16 up to 31 December 2016 was granted by the Registrar of Companies, Orissa.

BOARD MEETINGS

The Board met 6 times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation").

Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non Independent Directors, as required under the Act and the Listing Regulations.

The Independent Directors at their meeting also assessed the quality, quantity and timelines of flow of information between the Company Management and the Board of Directors of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms with the Articles of Association of the Company, Mr. Manoj Kumar Digga, Whole time Director designated as Director (Finance) & Chief Financial Officer (DIN: 01090626), retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends for his re-appointment.

Mr. Shiv Dayal Kapoor (DIN: 00043634), Mr. Debi Prasad Bagchi (DIN: 00061648), Mr. Pratip Chaudhuri (DIN 00915201),

Ms. Gauri Rasgotra (DIN: 06862334) and Mr. Kishore Kumar Mehrotra (DIN 02894045) have given declarations confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirements), Regulation 2015.

Mr. Manas Kumar Nag (DIN 02058292) was appointed as Nominee Director (Nominee of State Bank of India) w.e.f. 14 August 2015.

Mr. Manoj Kumar Digga (DIN 01090626) continues as the Whole time Director designated as Director (Finance) & Chief Financial Officer of the Company for a period of 3 (three) years w.e.f. 14 August 2015. The appointment and remuneration payable to him was approved by the Shareholders of the Company at its last Annual General Meeting held on 28 December 2015.

Mr. Manoj Kumar (DIN 06823891) continues to be the Whole time Director designated as Director (Kalinganagar) of the Company for a period of 3 (three) years w.e.f. 15 September 2015. The appointment and remuneration payable to him was approved by the Shareholders of the Company at its last Annual General Meeting held on 28 December 2015.

Subsequent to the year end, Ms. Gauri Rasgotra (DIN: 06862334) had resigned as the Independent Woman Director w.e.f 27 July 2016 and Ms. Puja Sondhi (DIN: 06592082) was appointed as an Additional Independent Woman Director w.e.f 24 October 2016 to hold office up to the ensuing Annual General Meeting. Mr. Shiv Dayal Kapoor (DIN: 00043634) resigned as an Independent Director w.e.f 4 November 2016 due to health reasons.

Mr. Vishambar Saran (DIN: 00121501) whose term of 3 Years as Whole-time Director designated as the Chairman ends on 15 December 2016, being eligible has offered himself for reappointment. The appointment and remuneration payable to him require the approval of Members of the Company at the ensuing Annual General Meeting of the Company.

Mr. Vishal Agarwal (DIN: 00121539) whose term of 3 Years as Vice Chairman & Managing Director ends on 24 June 2017 being eligible has offered himself for reappointment. The appointment and remuneration payable to him require the approval of Members of the Company at the ensuing Annual General Meeting of the Company.

Mr. Manoj Kumar Digga (DIN: 01090626) continues as the Whole-time Director designated as Director (Finance) & Chief Financial officer and Mr. Manoj Kumar (DIN: 06823891) continues as the Whole-time Director designated as Director (Kalingangar) on the Board of the Company.

Brief resume of the above Directors, nature of their expertise in their specific functional areas, details of directorships in other companies and the chairmanship / membership of committees of the Board, as stipulated under Regulation 17 of the Listing Regulation and Secretarial Standard - 2 are given in the Notice for the ensuing Annual General Meeting.

Key Managerial Personnel

During the year, Mr. Keshav Sadani was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 23 May 2015. Subsequent to the year end, Mr. Keshav Sadani resigned as the Company Secretary and Compliance Officer of the Company w.e.f 25 June 2016.

Consequent to the resignation of Mr. Sadani, the Board appointed Mr. Sudhir Kumar Banthiya as the Company Secretary and Compliance Officer of the Company w.e.f 13 September 2016.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee evaluated the performance of all the Directors on parameters such as level of engagement, independence of judgment, contribution to the strategic planning process, safeguarding the interest of the stakeholders, etc. and in context of the role played by them as a member of the Board at its meetings, in assisting the Board in realizing its role of strategic supervision of the functioning of the Company.

The Board, after taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the Independent Directors, carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due compliance with the provisions of the Companies Act, 2013 and the Listing Regulations. The performance evaluation of the Independent Directors was carried by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5)) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 a true and fair view of the state of affairs of the company as at 31 March 2016 and of the loss of the company for that period;

(c) That the director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the annual accounts had been prepared on a going concern basis;

(e) That the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) That proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-Executive Independent Directors. As on date Mr. Kishore Kumar Mehrotra is the Chairman of the Audit Committee. The members of the Committee possess adequate knowledge of Accounts,Audit and Finance, among others. The composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and is detailed in the Corporate Governance Report forming part of this Annual Report.

All recommendations made by the Audit Committee during the financial year 2015-16 were accepted by the Board of Directors of the Company.

CEO / CFO CERTIFICATION

As required under SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015 Mr. Vishal Agarwal, Vice Chairman & Managing Director and Mr. Manoj Kumar Digga, Wholetime Director designated as Director (Finance) & Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31 March 2016, which is annexed to this Report

Auditors

Statutory Auditors and Auditors Report

The members of the Company had, at the 18th Annual General Meeting of the members of the Company held on 24 December 2014, approved the appointment of M/s. Lovelock & Lewes, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of that Annual General Meeting till the conclusion of 21st Annual General Meeting, subject to ratification by members at every Annual General Meeting.

Accordingly, the existing appointment of M/s. Lovelock & Lewes, Chartered Accountants, as Statutory Auditors of the Company is placed for ratification by shareholders at the ensuing annual general meeting.

In compliance with Section 139 and other applicable provisions of the Companies Act, 2013, the Company has obtained a written consent from the Auditors and also a certificate to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Act.

The para-wise management response to the qualifications / observations made in the Independent Auditors Report is stated as under:

1. Attention is drawn to para 9 of the Independent Auditors Report regarding Matter of Emphasis. The clarification of the same is provided in Note No. 44 of the Accounts of the Standalone Accounts. Subsequent to the erosion of net worth, your Company is evaluating the applicability of various statutory guidelines/provisions including referring the matter to the Competent Authority.

2. Attention is drawn to para 10 of the Independent Auditors Report regarding Matter of Emphasis. The clarification of the same is provided in Note No. 14 of the Accounts of the Standalone Accounts.

3. As regards para (iii) (b) and (c) of the Annexure to the Independent Auditors Report , your Directors report that Ghotaringa Minerals Limited, a subsidiary of the Company could not pay the interest of Rs. 2.74 million as at Balance Sheet date. The Board of Directors of the Company had extended the tenure of repayment up to May 2018.

4. The Auditors observation in para viii of the Annexure to the Auditors report regarding dues to financial institution and banks aggregating Rs. 9867.55 million as mentioned in Note 5D were due to severe liquidity crisis being faced by the Company on account of continued cash losses incurred.

Internal Auditors

In terms of the provisions of Section 138 of the Act, M/s. L B Jha & Company, an Independent Chartered Accountants were appointed as Internal Auditors of the Company for the financial year 2015-16. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interalia, reviews the Internal Audit Report.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed CS Manoj Kumar Banthia of M/s. M K B & Associates, Practicing Company Secretaries, as its Secretarial Auditor to undertake the Secretarial Audit for the financial year 2015-16. The report of the Secretarial Auditor in specified form MR-3, is annexed herewith as Annexure I and forms part of this report. The Resolutions in respect of Related Party Transactions for Shareholder''s Approval form part of the Notice of the ensuing Annual General Meeting.

The Board has re-appointed CS Manoj Kumar Banthia of M/s. M K B & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 20 16-17.

Cost Auditors

As per Section 148 of the Companies Act, 2013, the Board of Directors has appointed, M/s. DGM & Associates, (Registration

No.00038), Cost Accountants, Kolkata as Cost Auditors of the Company, to carry out the cost audit of the products (Pig Iron & Pig Scrap, Ferro Chrome and Sponge Iron) manufactured by the Company for the financial year ending 31 March 2017.

The Cost Audit Report for the year 2015-16 has been filed under XBRL mode within the due date of filing.

RISK MANAGEMENT

The speed and degree of changes in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identified major focus areas for risk management to ensure organizational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

INTERNAL CONTROL SYSTEM

Your Company has adequate system of internal control procedures commensurate with its size and the nature of business. The internal control systems of the Company are monitored and evaluated by the Internal Auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors of the Company.

Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the Company''s business. Your Company is giving major thrust in developing and strengthening its internal audit so that risk threat can be mitigated.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY 2015-16 were on arm''s length basis and also in the ordinary course of business. No related party transactions were made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons during FY 2015-16, except those reported.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained on a yearly basis for the transactions which were of foreseen and repetitive in nature.

The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.visasteel.com.

Information on transaction with related parties is given in Form AOC-2, Annexure II and the same forms part of this report.

None of the Directors or KMP has any pecuniary relationships or transactions vis-a-vis the Company during FY 2015-16.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure III forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial Statements.

HUMAN RESOURCES

The Company places significant emphasis on recruitment, training & development of human resources, which assumes utmost significance in achievement of corporate objectives.

The Company integrates employee growth with organizational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realization of organizational goals. To this effect, your Company has a training center at its Plant for knowledge-sharing and imparting need based training to its employees. The Company also has in place a Performance Management System in SAP for performance appraisal of the employees. To ensure accommodation, hospitality and other facilities for its employees, the Company has set up a modern guest house at Kalinganagar.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) & 5(3) of the Companies (Particulars of Employees) Rules, 1975, as amended, and the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 (the Rules) are set out in Annexure IVA to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company.

The disclosure pertaining to remuneration of Directors, Key Managerial Personnel and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Rules are provided in Annexure IVB to this report.

EMPLOYEES STOCK OPTION

The Company has a ESOP Scheme in place titled Employee Stock Option Scheme 2010 (ESOP Scheme 2010), for permanent employees including any Director, whether whole time or otherwise, of the Company, its subsidiaries and the Holding Company to be administered by the Nomination and Remuneration Committee of the Board of Directors of

the Company. ESOP Scheme 2010 provides an incentive to attract, retain and reward the employees and enable them to participate in future growth and financial success of the Company. Each option confers a right upon the employee to apply for one equity share of the Company..

Compiled by: Dion Global Solutions Limited

COMPANY OVERVIEW GOVERNANCE REPORTS FINANCIAL STATEMENTS

The particulars with regard to ESOP scheme as on 31 March 2016, as required to be disclosed pursuant to the provisions of Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 are set out in Annexure V to this Report.

A Certificate from the Statutory Auditors with regard to the implementation of ESOP Scheme 2010 would be placed at the forthcoming Annual General Meeting.

DEPOSITS

The Company has not accepted or renewed any deposits during the year under review.

CONSOLIDATED FINANCIAL STATEMENT

In terms of SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015 Consolidated Financial Statement, conforming to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 17-23 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. A Report on Corporate Governance & Shareholder Information together with the Auditors'' Certificate thereon is annexed as part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Industry and Company Outlook, Company''s operations, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations

2015 is presented under a separate section titled "Management Discussion and Analysis" forming part of the Annual Report.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report as Annexure VI.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The policy provides for adequate safeguards against victimization of employees and / or Directors and also provides for direct access to the Chairman of the Audit Committee. The Policy is uploaded on the website of the Company at www.visasteel.com..

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility (CSR) policy recommended by the Corporate Social Responsibility Committee had been approved by the Board of Directors. The CSR policy is available on the website of the Company www.visasteel.com and is also attached to this report as Annexure VII.

During the year, the CSR initiatives undertaken by the Company, although not mandatory under Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules 2014, are detailed in the Annual Report.

NOMINATION AND REMUNERATION POLICY

In terms of the requirement of Section 178 of the Companies Act, 2013, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Remuneration policy of the Company. The Remuneration policy is attached to the Board''s Report as Annexure VIII.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has not received any complaint of sexual harassment during the financial year 2015-16.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the assistance, support and guidance provided by banks, financial institutions, customers, suppliers, regulatory & government authorities, project & other business associates and stakeholders. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company''s growth. The Directors look forward to their continued support in future.

Your Directors value your involvement as shareholders and look forward to your continuing support.

For and on behalf of the Board

Vishal Agarwal

Vice Chairman & Managing Director

Kolkata Manoj Kumar Digga

18 November 2016 Wholetime Director designated as Director

(Finance) & Chief Financial Officer

---

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present this Nineteenth Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements of Accounts for the financial year ended 31 March 2015.

FINANCIAL RESULTS

(Rs. Million)

Standalone Consolidated

Particulars 2014-15 2013-14 2014-15 2013-14

Net Revenue 9,221.57 10,299.58 12,802.74 14,549.36

Other Income 288.52 279.97 148.70 136.02

Total Revenue 9,510.09 10,579.55 12,951.44 14,685.38

Profit before interest, depreciation, tax & exceptional item 267.98 663.42 307.59 1,247.20

Finance Cost 2,061.90 1,450.31 2,293.60 1,625.60

Depreciation 574.09 577.29 767.30 747.77

Profit / (Loss) before Exceptional & Extraordinary Items and Taxation (2,368.01) (1,364.18) (2,753.31) (1,126.17)

Exceptional & Extraordinary Items - (160.77) (212.95) (374.15)

Profit /(Loss) before Tax (2,368.01) (1,524.95) (2,966.26) (1,500.32)

Tax Expenses 46.39 - 60.18 (64.73)

Profit / (Loss) after Tax (2,414.40) (1,524.95) (3,026.44) (1,435.59) Minority Interest - - (297.34) 42.69

(Loss) / Profit for the period (2,414.40) (1,524.95) (2,729.10) (1,478.28)

OPERATIONS

The Company is pursuing Special Steel Business, Ferro Alloy Business and Coke Business. The Special Steel Business includes production of Hot Metal/Pig Iron, DRI/Sponge Iron, Special Steel Blooms/Billets, Bars & Wire Rods and Rebars. Whereas, the Ferro Alloy Business includes production of High Carbon Ferro Chrome and generation of Power for captive use and the Coke Business includes production of Coke.

The consolidated total revenue of the Company stood at Rs. 12,951.44 Million for the financial year 2014-15. The profit before interest, depreciation, tax and exceptional item is Rs. 307.59 Million in the financial year 2014-15.

During the year under review, financial and operational performance of the Company has been adversely affected due to various external factors including failure of commitment to grant Iron Ore mines, de-allocation of Coal Block, non- availability of raw materials at viable prices due to mine closures, weak product prices due to over capacity and dumping of Steel mainly by China & Russia, Global Crash in Steel and commodity prices, the high interest costs, logistics costs, infrastructure bottlenecks etc. for domestic Steel Companies, due to delay in disbursement of sanctioned working capital & corporate loan and non-disbursement of the working capital for plant operation by some lenders.

The Blast Furnace having installed capacity of 225,000 TPA produced 42,931 MT Hot Metal. The DRI Plant having installed capacity of 300,000 TPA produced 184,149 MT Sponge Iron as compared to 156,082 MT in the previous year.

The Ferro Alloy Business, with a total current operating capacity of 120,000 TPA including the Furnaces taken on lease from VISA BAO Limited, a subsidiary Company, produced 62,719 MT of Ferro Alloy in the financial year 2014-15 compared to 70,568 MT in 2013-14. The generation of electricity from Company's Captive Power Plant, having installed capacity of 657 Million units per annum, was 367 Million units in financial year 2014-15 as compared to 435 Million units in the previous year.

The Company has 51% stake in VISA Sun Coke Limited (VSCL) which is operating the business of manufacturing and sale of Metallurgical Coke and associated Steam Generation Units. VSCL's production of Coke was 295,734 MT during the year.

The Special Steel Business has been affected due to closure of several Iron Ore mines due to Shah Commission investigation and Supreme Court judgment dated 16 May 2014. The over capacity and excess production in China resulting in Cheap imports in the country and adverse duty structure domestically have further impacted the Special Steel Business. The Ferro Alloy Business has been affected due to frequent stoppage in the supply of Chrome Ore and Concentrate due to closure of various Chrome Ore mines, whereas the Power Plant was affected due

to stoppage of Coal Linkage. The Coke Business performance has been affected due to sluggish demand for Coke in the domestic market and pressure of cheap imports from China.

The Company is in advanced stage to transfer its Special Steel Business to VISA Special Steel Limited, a subsidiary of the Company, in order to improve focus and facilitate fund raising through strategic / financial investor. The accumulated losses of the Company exceeded fifty percent of its net worth as at 31 March 2015. However, subsequent to the business re-organisation and with the expected improvement in raw material scenario, the Company expects the net worth to improve. In view of the above, the Company has not referred the matter to the Competent Authority. The replacement value of the assets is higher than the book value, and the Company plans to unlock value in the Special Steel Business through strategic / financial investors as it has done by inducting Sun Coke Energy, USA as a strategic investor in the Coke Business and Baosteel Resources Co. Ltd., China, in Ferro Alloy Business.

FUTURE OUTLOOK

According to the Ministry of Steel, Government of India, the current per capita consumption of finished steel in the country is only around 52 kg against the world average of 203 kg and therefore, there is a huge growth potential in steel consumption in India.

Your Company has a Special Steel Business for production of Hot Metal/Pig Iron, DRI/Sponge Iron, Special Steel Blooms/ Billets, Bars & Wire Rods, Rebars at Kalinganagar in Odisha for supply to the Automobile, Construction, Infrastructure, Engineering, Railway and Defense Sectors.

Your Company is committed to its vision to emerge as an efficient producer of high quality value added products including Coke, Ferro Alloy and Special Steel. Going forward, the Company expects the revenues and margins from Metallurgical Coke, Ferro Alloy & Special Steel Businesses to remain challenging in the short term, but is positive on the outlook over the medium to long term.

CDR

Your Company is focusing on consolidating its operations, improving raw material availability and operational efficiencies to reduce costs. The operations and cash flow of the Company have been affected due to delay in disbursement of sanctioned working capital & corporate loan and non-disbursement of the working capital for plant operation by some lenders. In view of the cash losses suffered by your Company due to high cost of raw material, weak product prices and high interest rate, and the consequent impact on cash flows, the Company has not been able to service its debt in a timely manner. In order to mitigate the cash strain and irregularity in debt servicing, the Company has been in discussions with lenders for Corrective Action Plan under Corporate Debt Restructuring (CDR) mechanism since 20 May 2015. Your Company has already infused additional equity funds of Rs. 325 Crores in a phased manner as per the CDR package. Meanwhile, lenders have invoked Strategic Debt Restructuring on 22 September 2015, which is subject to necessary approvals / authorizations (including special resolution by the shareholders). The Company is also evaluating option to induct strategic / financial investor and refinance debt to sustainable level.

TRANSFER OF SPECIAL STEEL BUSINESS

The Board of Directors of the Company has approved a Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956, between the Company and VISA Special Steel Limited (VSSL), a subsidiary of the Company, and their respective shareholders and creditors, which inter alia, envisages transfer of its Special Steel Business (comprising of Blast Furnace, DRI Plant, Steel Melt Shop, Rolling Mill and associated steam generation units) to VSSL. The Appointed Date of the Scheme is 1 April 2013 or such other date as may be fixed or approved by the Hon'ble High Court of Judicature of Orissa at Cuttack. The Scheme has been approved by the members of the Company at the Court Convened Meeting (CCM) held on 10 June 2014. Subsequent to the approval of the members, a petition was filed before the Hon'ble High Court of Orissa on 25 June 2014. Lender's approval was received on 31 December 2014. Final Decision of the High Court of Orissa is awaited.

AMALGAMATION OF VISA BAO LIMITED

The Board of Directors of the Company had approved a Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956, between the Company and VISA BAO Limited, a subsidiary of the Company and their respective shareholders. The appointed date of the Scheme is 1 April 2015 or such other date as may be fixed or approved by the Hon'ble High Court of Judicature of Orissa at Cuttack. The scheme is subject to necessary approval from all concerned authorities. Post Amalgamation, Baosteel will hold 5% stake in the Company.

AMALGAMATION OF KALINGANAGAR SPECIAL STEEL PRIVATE LIMITED

The Board of Directors of the Company had approved a Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956, between the Company and Kalinganagar Special Steel Private Limited, a subsidiary of the Company and their respective shareholders and creditors. The appointed date of the Scheme is 31 March 2014 or such other date as may be fixed or approved by the Hon'ble High Court of Judicature of Orissa at Cuttack.

DIVIDEND

In view of the loss incurred by the Company, your Directors have not recommended any dividend for the financial year ended 31 March 2015.

TRANSFER TO RESERVES

In view of losses incurred by the Company during the year, no amount has been transferred to the General Reserve for the financial year ended 31 March 2015.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company has, subsequent to year end, transferred a sum of Rs. 359,635/- to Investor Education and Protection Fund, in compliance with the provisions of Section 124, 125 and other applicable provisions of the Companies Act, 2013 (corresponding to Section 205C of the Companies Act, 1956). The said amount represents dividend for the year 2007 – 08 which remained unclaimed for a period 7 years from its due date of payment.

SHARE CAPITAL

The Company's paid up equity share capital remained at Rs. 1,100,000,000 (Rupees One Hundred Ten Crores only) comprising of 110,000,000 equity shares of Rs. 10 each. There was no change in the Company's share capital during the year under review.

SUBSIDIARIES

The Company has seven subsidiaries including indirect subsidiaries namely, VISA BAO Limited, VISA SunCoke Limited, Kalinganagar Special Steel Private Limited, VISA Ferro Chrome Limited, VISA Special Steel Limited, Ghotaringa Minerals Limited and Kalinganagar Chrome Private Limited:

(i) VISA BAO Limited (VBL) is a Joint Venture between the Company and Baosteel Resources Co. Ltd. (Baosteel), China. VBL has a Ferro Alloy Plant with 4 Submerged Arc Furnaces at Kalinganagar in Odessa of which 2 furnaces have been commissioned and balance 2 Furnaces are under completion. The Company holds 65 percent stake in VBL and Baosteel, which is one of the leading Steel companies in the world, holds the balance 35 percent stake.

Subsequent to year end, the Board of Directors of the Company and VBL had approved the amalgamation of VBL with the Company through a Scheme of Amalgamation. Post Amalgamation, Baosteel will hold 5% stake in the Company. Necessary approvals have been initiated and are in progress.

(ii) VISA SunCoke Limited (VSCL) is a Coke making Joint Venture with SunCoke Europe Holding B.V. (SunCoke), in which the Company holds 51 percent stake and SunCoke holds remaining 49 percent stake. The joint venture comprises of 400,000 MTPA Heat Recovery Coke Plant and associated Steam Generation Units at Kalinganagar in Odisha. The joint venture provides great opportunity for VSCL to leverage its operating and technological expertise to serve customers across India with the highest quality coke.

(iii) Kalinganagar Special Steel Private Limited, a wholly owned subsidiary, was incorporated on 27 May 2013.

(iv) VISA Ferro Chrome Limited (VFCL), a step down subsidiary was incorporated on 26 July 2013. VFCL is a wholly owned subsidiary of Kalinganagar Special Steel Private Limited.

(v) VISA Special Steel Limited incorporated on 27 July 2012 and is a wholly owned subsidiary of VISA Ferro Chrome Limited.

(vi) Ghotaringa Minerals Limited (GML) is a Joint Venture between the Company and Orissa Industries Limited (ORIND).

(vii) Kalinganagar Chrome Private Limited, a wholly owned subsidiary, was incorporated on 1 July 2013.

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. A statement containing the salient features of the financial statement of the Company's subsidiaries in the prescribed form AOC-1 pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed separately to the financial statements.

The Annual Accounts of the subsidiary companies will be made available to the shareholders of the aforesaid subsidiaries and the Company as and when they demand and will also be kept for inspection by any investor at the registered office of the Company and these subsidiaries. The Financial statements of the Company and its subsidiaries are also available on the website of the Company.

EXTENSION OF DATE FOR HOLDING ANNUAL GENERAL MEETING OF THE COMPANY

In accordance with provisions of Section 96 read with Section 129 of the Companies Act, 2013, the Annual General Meeting (AGM) of the Company for the financial year ended 31 March 2015, was due to be held on or before 30 September 2015. The Company approached the Registrar of Companies, Orissa to extend time by three months for holding the Annual General Meeting so that necessary effect could be given to the Scheme of Arrangement between the Company and VISA Special Steel Limited on its sanction by the Hon'ble High Court of Judicature of Orissa at Cuttack and to complete the preparation of financial statements of the Company after giving effect to the Scheme. Necessary approval was granted by the Registrar of Companies, Orissa vide their letter dated 14 August 2015.

BOARD MEETINGS

The Board met 7 times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non Independent Directors, as required under the Act and the Listing Agreement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms with the Articles of Association of the Company, Mr. Vishal Agarwal, Vice Chairman & Managing Director (DIN: 00121539), retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board has recommended his re-appointment.

Mr. Shiv Dayal Kapoor (DIN 00043634), Mr. Debi Prasad Bagchi (DIN: 00061648), Mr. Pratip Chaudhuri (DIN 00915201) and Ms. Gauri Rasgotra (DIN 06862334) have given declarations confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Saubir Bhattarcharyya (DIN: 01383195) was appointed as Nominee Director (Nominee of State Bank of India (SBI)) on 10 February 2015. However, Mr. Bhattacharyya resigned from his office w.e.f. 6 April 2015. SBI has thereafter nominated Mr. Manas Kumar Nag (DIN 02058292) as its Nominee Director and the Board had accordingly appointed him as the Nominee Director w.e.f. 14 August 2015.

Mr. Manoj Kumar Digga (DIN 01090626) has been appointed as the Wholetime Director designated as Director (Finance) & Chief Financial Officer of the Company for a period of 3 (three) years w.e.f. 14 August 2015. The appointment and remuneration payable to him require the approval of the Members at the ensuing Annual General Meeting.

Subsequent to the year end, Mr. Punkaj Kumar Bajaj (DIN 02216069) Joint Managing Director & CEO (Steel Business) had expressed his desire to seek voluntary retirement from the services of the Company. The Board had accordingly, accepted his request and he was relieved from the services of the Company from the close of business hours on Monday, 14 September 2015.

Mr. Manoj Kumar (DIN 06823891) has been appointed as the Wholetime Director designated as Director (Kalinganagar) of the Company for a period of 3 (three) years w.e.f. 15 September 2015. The appointment and remuneration payable to him require the approval of the Members at the ensuing Annual General Meeting.

Mr. Kishore Kumar Mehrotra (DIN 02894045) has been appointed as the Additional Director (Non Executive, Independent) of the Company w.e.f. 12 November 2015. The Company has received Notice under Section 160 of the Companies Act, 2013, along with required deposit, from a member proposing his candidature for the office of Director (Non Executive, Independent) of the Company. The Board has recommended his appointment as Independent Director of the Company.

Brief resumeRs, of the above Directors, nature of their expertise in their specific functional areas, details of directorships in other companies and the chairmanship / membership of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Notice for the ensuing Annual General Meeting.

Key Managerial Personnel

During the year, Mrs. Subhra Giri Patnaik, Company Secretary and Compliance Officer of the Company resigned from the services of the Company. The resignation was effective 23 November 2014.

Consequent to Mrs. Patnaik's resignation, the Board appointed Mr. Keshav Sadani as the Company Secretary and Compliance Officer of the Company w.e.f. 23 May 2015.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due compliance with the provisions of the Companies Act, 2013 and the Listing Agreement. The performance evaluation of the Independent Directors was carried by the entire Board and the performance evaluation of the Chairman and Non – Independent Directors was carried out by the Independent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration policy of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 a true and fair view of the state of affairs of the company as at 31 March 2015 and of the loss of the company for that period;

(c) that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts had been prepared on a going concern basis;

(e) that the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non Executive Independent Directors. Mr. Shiv Dayal Kapoor is the Chairman of the Audit Committee. The members of the Committee possess adequate knowledge of Accounts, Audit and Finance, among others. The composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and of Clause 49 of the Listing Agreement and is detailed in the Corporate Governance Report forming part of this Annual Report.

All recommendations made by the Audit Committee during the financial year 2014 - 15 were accepted by the Board of Directors of the Company.

CEO / CFO CERTIFICATION

As required under Clause 49 (V) of the Listing Agreement with the Stock Exchanges, Mr. Punkaj Kumar Bajaj, erstwhile Joint Managing Director & CEO (Steel Business) and Mr. Manoj Kumar Digga, Whole time Director designated as Director (Finance) & Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31 March 2015, which is annexed to this Report

Auditors

Statutory Auditors and Auditors Report

The members of the Company had, at the 18th Annual General Meeting of the members of the Company held on 24 December 2014, approved the appointment of M/s. Lovelock & Lewes, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of that Annual General Meeting till the conclusion of 21st Annual General Meeting, subject to ratification by members at every Annual General Meeting.

Accordingly, the existing appointment of M/s. Lovelock & Lewes, Chartered Accountants, as Statutory Auditors of the Company is placed for ratification by shareholders at the ensuing annual general meeting.

In compliance with Section 139 and other applicable provisions of the Companies Act, 2013, the Company has obtained a written consent from the Auditors and also a certificate to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Act.

The para-wise management response to the qualifications / observations made in the Independent Auditors Report is stated as under:

1. As regards the para 8 of the Independent Auditors Report, attention is drawn to Note no. 34 of the Notes of the Accounts of the Standalone Account which is self-explanatory.

2. Attention is drawn to para 10 of the Independent Auditors Report regarding matter of emphasis. The clarification of the same is provided in Note no. 44 of the Notes of the Accounts of the Standalone Accounts.

3. As regards the para (iii) of the Annexure to the Independent Auditors Report, your Directors report that Ghotaringa Minerals Ltd, subsidiary of the Company could not pay the interest of Rs. 1.99 Million as at financial year end 31 March 2015, due to financial constraints and has assured that the same will be paid during the financial year 2015-16.

4. The Auditors' observation in para (viii) of the Annexure to the Auditors' Report that the accumulated losses of the Company exceeds fifty present of its net worth as at 31 March 2015 and it had incurred cash losses in the financial year ended on that date and immediate preceding financial year. The Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956 for transfer of its Special Steel Business to VISA Special Steel Limited, subsidiary of the Company for proper focus on Special Steel Business and to facilitate attracting Investors is in the final stage of consideration by the Hon'ble High Court of Judicature of Orissa at Cuttack. Considering the improvement in the scenario and the outcome pursuant to this transfer the Company is not referring the matter to the competent authority;

5. The Auditors observation in para (ix) of the Annexure to the Auditors report regarding dues to financial institution and banks aggregating Rs. 2,518.24 million as mentioned in Note 5D were due to severe liquidity crisis being faced by the Company on account of continued cash losses incurred.

Internal Auditors

In terms of the provisions of Section 138 of the Act, M/s. L B Jha & Company, Independent Chartered Accountants were appointed as Internal Auditors of the Company for the financial year 2014-15. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interlaid, reviews the Internal Audit Report.

The Board has re-appointed M/s. L. B. Jha & Company, Independent Chartered Accountants as Internal Auditors of the Company for the financial year 2015-16.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed CS Manoj Kumar Banthia of M/s. M K B & Associates, Practicing Company Secretaries, as its Secretarial Auditor to undertake the Secretarial Audit for the financial year 2014 -15. The report of the Secretarial Auditor in specified form MR-3, is annexed herewith as Annexure I and forms part of this report. The report does not contain any observation or qualification or adverse remarks.

The Board has re-appointed CS Manoj Kumar Banthia of M/s. M K B & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2015 – 16.

Cost Auditors

As per Section 148 of the Companies Act, 2013, the Board of Directors has appointed, M/s. DGM & Associates, (Registration No.00038), Cost Accountants, Kolkata as Cost Auditors of the Company, to carry out the cost audit of the products (Pig Iron & Pig Scrap, Ferro Alloy and Sponge Iron) manufactured by the Company for the financial year ending 31 March 2016.

The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the due date of filing.

RISK MANAGEMENT

The volatility in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identified major focus areas for risk management to ensure organizational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

INTERNAL CONTROL SYSTEM

Your Company has adequate system of internal control procedures commensurate with its size and the nature of business. The internal control systems of the Company are monitored and evaluated by the Internal Auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors of the Company.

Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the Company's Business. Your Company is giving major thrust in developing and strengthening its internal audit so that risk threat can be mitigated.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY 2014-15 were on arm's length basis and also in the ordinary course of business. No related party transactions were made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons during FY 2014-15, except those reported.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained on a yearly basis for the transactions which were of foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at: www.visasteel.com.

Information on transaction with related parties is given in Form AOC-2, Annexure II and the same forms part of this report.

None of the Directors or KMP has any pecuniary relationships or transactions vis-à-vis the Company during FY 2014-15.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure III forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial Statements.

HUMAN RESOURCES

The Company has formulated a detailed Code of Conduct in order to practice ethical behavior and sound conduct to establish the principles that guide our daily actions. Ethical conduct is the cornerstone of how the Company does business. The Company is committed to creating a healthy work environment that enables employees to work without fear of prejudice, gender bias, sexual harassment and all forms of intimidation or exploitation. It is committed to provide a work environment that ensures every employee, is treated with dignity and respect.

The Company recognizes Human Resource as its most important assets and is constantly engaged in enriching the value and developing competencies of Human Resources through various development & training programmers. We improve our team building and encourage family bonding through various employee engagement social activities.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out in Annexure IV to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining a copy of the statement may write to the Company.

The disclosure pertaining to remuneration of Directors, Key Managerial Personnel and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Rules are provided in Annexure IVB to this report.

EMPLOYEES STOCK OPTION

The Company has a ESOP Scheme in place titled Employee Stock Option Scheme 2010 (ESOP Scheme 2010), for permanent employees including any Director, whether whole- time or otherwise, of the Company, its subsidiaries and the Holding Company to be administered by the Nomination and Remuneration Committee of the Board of Directors of the Company. ESOP Scheme 2010 provides an incentive to attract, retain and reward the employees and enable them to participate in future growth and financial success of the Company. Each option confers a right upon the employee to apply for one equity share of the Company.

During the year under review, 120,469 Stock Options have vested with the specified employees of the Company and its subsidiary (ies) under the ESOP Scheme 2010 and 403,895 Stock Options have lapsed till 31 March 2015. As on 31 March 2015, none of the Options have been exercised.

The particulars with regard to ESOP scheme as on 31 March 2015, as required to be disclosed pursuant to the provisions of Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 are set out in Annexure V to this Report.

A Certificate from the Statutory Auditors with regard to the implementation of ESOP Scheme 2010 would be placed at the forthcoming Annual General Meeting.

DEPOSITS

The Company has not accepted or renewed any deposits during the year under review.

CONSOLIDATED FINANCIAL STATEMENT

In terms of Clause 32 of the Listing Agreement with Stock Exchanges, Consolidated Financial Statement, conforming to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance & Shareholder Information together with the Auditors' Certificate thereon is annexed as part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Industry and Company Outlook, Company's operations, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented under a separate section titled "Management Discussion and Analysis" forming part of the Annual Report.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report as Annexure VI.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The policy provides for adequate safeguards against victimization of employees and / or Directors and also provides for direct access to the Chairman of the Audit Committee. The Policy is uploaded on the website of the Company at : www.visasteel.com.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility (CSR) policy recommended by the Corporate Social Responsibility Committee had been approved by the Board of Directors. The CSR policy is available on the website of the Company at: www.visasteel.com and is also attached to this report as Annexure VII.

During the year, the CSR initiatives undertaken by the Company, although not mandatory under Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules 2014, are detailed in the Annual Report.

NOMINATION AND REMUNERATION POLICY

In terms of the requirement of Section 178 of the Companies Act, 2013, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration policy of the Company. The Nomination and Remuneration policy is attached to the Board's Report as Annexure VIII.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has not received any complaint of sexual harassment during the financial year 2014-15.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the assistance, support and guidance provided by banks, financial institutions, customers, suppliers, regulatory & government authorities, project & other business associates and stakeholders. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward to their continued support in future.

Your Directors value your involvement as shareholders and look forward to your continuing support.

For and on behalf of the Board



Vishal Agarwal

Vice Chairman & Managing Director



Kolkata Manoj Kumar Digga

13 November 2015 Whole time Director designated as Director

(Finance) & Chief Financial Officer

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Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present this Seventeenth Annual Report together with the Audited Statement of Accounts for the year ended 31 March 2013.

FINANCIAL RESULTS

(Rs. Million)

Particulars Standalone Consolidated 2012-13 2011-12 2012-13 2011-12

Net Revenue 5,157.58 7,943.46 10,192.43 13,659.05

Other Income 167.92 212.74 251.24 262.48

Total Income 5,325.50 8,156.20 10,443.67 13,921.53

Profit before interest, depreciation, tax & exceptional item (286.55) 1,598.12 (67.07) 1,060.80

Finance Cost 1,258.81 1,465.49 1,684.37 1,896.68

Depreciation 524.77 385.62 652.08 511.93

Profit / (Loss) before Exceptional Item and Taxation (2,070.13) (252.99) (2,403.52) (1,347.81)

Exceptional Item 1,620.04 33.06 1,365.33 (617.27)

Profit /(Loss) before Tax of Continuing Operation (450.09) (219.93) (1,038.19) (1,965.08)

Taxation - Current 0.07 (0.01)

- MAT Credit Entitlement (179.30) (179.30)

- Deferred (597.01) 74.74 (597.00)

Profit / (Loss) after Tax of Continuing Operation (450.09) 556.38 (1,113.00) (1,188.77)

Profit /(Loss) before Tax of Discontinuing Operation (584.58)(1,744.92)

Tax Expense of Discontinuing Operation

Operating (Loss) / Profit from discontinued operations (584.58) (1,744.92)

Net Profit on Disposal of Assets and Liabilities of 124.28

Discontinuing Operations

Profit / (Loss) after Tax of Discontinuing Operation (460.30) (1,744.92)

Minority Interest (37.28) 0.02

(Loss) / Profit for the period 910.39)(1,188.54) (1,075.72) (1,188.79)

OPERATIONS

The Company is pursuing Special Steel Business, Ferro Chrome & Captive Power Business and Coke Business. The Special Steel Business includes production of Hot Metal/Pig Iron, DRI/Sponge Iron, Special Steel Blooms/Billets and Bar & Wire Rods. Whereas, the Ferro Chrome Business includes production of High Carbon Ferro Chrome and generation of power for captive use and the Coke Business includes production of Coke and steam. During the year under review, the Company''s financial performance has been adversely affected due to non-availability of raw material, increasing raw material costs and volatile foreign exchange. Due to shortage in availability of iron ore, Iron & Steel making facilities, i.e. Blast Furnace, DRI, SMS & Rolling Mill operated at very low production levels and the Company was unable to achieve its revenue potential.

The consolidated turnover of the Company stood at Rs.10,192.43 million for the Financial Year 2012-13 showing a decline of 25% as compared to Rs.13,659.05 million for the previous year. The operating loss is Rs.67.07 million in the FY''2012-13. The loss after tax is Rs.1,075.72 million for the FY''2012-13 as compared to a loss of Rs.1,188.79 million during the previous financial year.

During the year under review the Company has transferred its Coke Undertaking i.e., business of manufacturing and sale of Metallurgical Coke and Associated Steam Generation Units located at Kalinganagar, Odisha as a going concern on a slump sale basis to VISA SunCoke Limited (formerly VISA Coke Limited). The detailed applicable disclosure relating to "Discontinuing Operation” as per AS-24 as notified by the Central Government under section 211(3C) of the Companies Act, 1956 is given under notes forming part of the financial statements. The production of Coke was 309,565 MT during FY''2012-13 including VISA SunCoke Limited''s production compared to 354,634 MT in the previous year. During the year under review, the Company has entered into a coke making joint venture with Sun Coke Europe Holding B.V. (SunCoke), in which SunCoke has invested approximately Rs.367.50 Crores to acquire 49% of stake in VISA SunCoke Limited (formerly known as VISA Coke Limited) and the remaining 51% is held by the Company.

During the year under review, the Company''s production was severely impacted due to non-availability of Iron Ore. As a result, the Blast Furnace having installed capacity of 225,000 TPA, could produce only 854 MT Pig Iron as compared to 84,454 MT in the previous year. For the same reason, the DRI Plant, having installed capacity of 300,000 TPA, could produce only 80,514 MT Sponge Iron as compared to 157,356 MT in the previous year. The Company is setting up a Iron Ore Sinter Plant in order to hedge the iron ore procurement as it is currently buying only sized iron ore. The Iron Ore Sinter Plant would enhance the profitability of the Blast Furnace and would further reduce the cost of raw material and improve the productivity of the Steel making facilities.

The Ferro Chrome furnaces having installed capacity of 50,000 TPA could produce 36,344 MT High Carbon Ferro Chrome in

2012-2013 as compared to 22,368 MT during the previous year. Production of High Carbon Ferro Chrome was also adversely affected due to inadequate availability and high price of Chrome Ore & Concentrates. The generation of electricity from Company''s Captive Power Plant, having installed capacity of 657 million units per annum, could produce only 312 million units in FY 2012-2013 as compared to 435 million units in the previous year. The reduced generation was largely due to non- availability of gas from Blast Furnace, inadequate availability of waste heat from Coke Oven & DRI Plant.

A detailed analysis of the Company''s operations, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented under a separate section titled "Management Discussion & Analysis Report” forming part of the Annual Report.

DIVIDEND

In view of the loss incurred by the Company, your Directors regret their inability to recommend any dividend for the financial year ended 31 March 2013.

CORPORATE DEBT RESTRUCTURING

The Company debts have been restructured under the Corporate Debt Restructuring (CDR) mechanism. Please refer to the "Management Discussions and Analysis” for further details.

TRANSFER OF COKE BUSINESS

Pursuant to the Ordinary Resolution passed by the Shareholders of the Company in terms of the provisions of Section 293(1)(a), of the Companies Act, 1956, by way of Postal Ballot and approval of the CDR EG, the Company has transferred its business of manufacturing and sale of Metallurgical Coke and the Associated Steam Generation Units ("Coke Undertaking”) located at Kalinganagar, Odisha, as identified as a going concern on a slump sale basis (as defined in Section 2(42C) of the Income Tax Act, 1961) to VISA SunCoke Limited (formerly VISA Coke Limited).

SUBSIDIARIES

The Company has seven subsidiaries including indirect subsidiaries namely, VISA BAO Limited, VISA SunCoke Limited, Ghotaringa Minerals Limited, Kalinganagar Special Steel Private Limited, Kalinganagar Chrome Private Limited, VISA Special Steel Limited and VISA Ferro Chrome Limited:

(i) VISA BAO Limited (VBL) is a Joint Venture between the Company and Baosteel Resources Co. Ltd. (Baosteel), China. VBL is setting up a 100,000 TPA Ferro Chrome Plant with 4 Submerged Arc Furnaces of 16.5 MVA each at Kalinganagar in Odisha of which 2 furnaces of 25,000 TPA each were commissioned in the month of June 2013 The remaining two furnaces are expected to be completed in phases by March 2014. The Company holds 65% stake in VBL and Baosteel, which is one of the leading Steel companies in the world, holds the balance 35% stake. The Company and VBL are exploring options for restructuring of VBL''s business and are evaluating the option of amalgamating VBL with the Company. In the meanwhile, as an interim measure, VBL has leased its Plant to the Company.

(ii) VISA SunCoke Limited (VSCL) is a coke making Joint Venture with Sun Coke Europe Holding B.V. (SunCoke), in which the Company holds 51% stake and SunCoke holds remaining 49% stake. The joint venture comprises of 400,000 metric ton per annum heat recovery Coke Plant and Associated Steam Generation units at Kalinganagar in Odisha. The joint venture will provide great opportunity for VSCL to leverage its operating and technological expertise to serve customers across India with the highest quality coke.

(iii) Ghotaringa Minerals Limited (GML) is a Joint Venture between the Company and Orissa Industries Limited (ORIND) for assisting ORIND for developing a chrome ore deposit.

(iv) Kalinganagar Special Steel Private Limited was incorporated on 27 May 2013.

(v) Kalinganagar Chrome Private Limited was incorporated on 1 July 2013.

(vi) VISA Special Steel Limited incorporated on 27 July 2012, became a wholly owned subsidiary of the Company w.e.f. 30 October 2012. Subsequent to the incorporation of Kalinganagar Special Steel Private Limited (KSSPL), a wholly owned subsidiary VSSL has become step down subsidiary of your company through KSSPL.

(vii) VISA Ferro Chrome Limited, a step down subsidiary was incorporated on 27 July 2013.

Further during the year under review, Kalinganagar Metcoke Private Limited (KMPL) was incorporated as a wholly owned subsidiary of the Company on 6 November 2012, which has since been amalgamated with the Company with effect from 31 March 2013 ("Appointed Date”).

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL-III dated 8 February 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. The Board of Directors has, in its meeting held on 1 October 2013, decided not to attach the Balance Sheet and other documents of the subsidiary companies with the annual accounts of the Company. Accordingly, annual accounts of the subsidiary companies will be made available to the investors of the aforesaid subsidiaries and the Company as and when they demand. The Annual Accounts of the subsidiary companies will also be kept for inspection by any investor at the registered office of the Company and these subsidiaries.

Details of the subsidiaries of the Company as required under Circular No. 5/12/2007-CL-III dated 8 February 2011 are covered in this Annual Report.

SCHEME OF AMALGAMATION

The Board of Directors of the Company on 20 April 2013 approved a Scheme of Amalgamation ("the Scheme”) between Kalinganagar Metcoke Private Limited (KMPL), a wholly owned subsidiary of the Company with the Company with effect from 31 March 2013 ("Appointed Date”) to simplify the group structure by elimination of multiple entity with a view to and to achieve administrative efficiency. The Hon''ble High Court of Judicature at Orissa had, vide its Order dated 6 September 2013, sanctioned the scheme of amalgamation of KMPL with the Company.

The Appointed Date of Amalgamation under the Scheme being 31 March 2013, the financials for the year under review have been prepared after giving effect to the Amalgamation.

EXTENSION OF DATE FOR HOLDING ANNUAL GENERAL MEETING OF THE COMPANY

In accordance with provisions of Section 166 read with Section 210 of the Companies Act, 1956 the Annual General Meeting (AGM) of the Company for the financial year ended 31 March 2013, was due to be held on or before 30 September 2013. Pending completion of post amalgamation formalities of KMPL with the Company, available time was not sufficient to complete the consolidated audited financial accounts and to hold the Annual General Meeting before 30 September 2013. The Company approached the Registrar of Companies, Cuttack, Orissa to extend time by three months for holding the Annual General Meeting. Necessary approval was granted by the Registrar of Companies, Orissa vide their letter dated 5 September 2013.

DIRECTORS

At the meeting held on 31 October 2013, the Board of Directors had approved the re-appointment of Mr. Vishambhar Saran as Whole-time Director, designated as Chairman for a period of 3 years with effect from 15 December 2013, pursuant to the provisions of Sections 198, 269, 309, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956. The appointment and remuneration payable to him require the approval of the Members at the ensuing Annual General Meeting and is subject to other necessary approvals.

Mr. Vishal Agarwal, Managing Director has been re-designated as the Vice Chairman and Managing Director of the Company with effect from 12 December 2012.

Mr. Pankaj Gautam has been appointed as an Additional Director with effect from 12 December 2012 in accordance with Section 260 of the Companies Act, 1956 (the Act). Mr. Gautam holds office only upto the date of the forthcoming Annual General Meeting and a Notice under Section 257 of the Act has been received from a Member signifying his intention to propose Mr. Gautam''s appointment as a Director. The Board has also appointed Mr. Gautam as the Joint Managing Director & CEO effective the same date. The appointment and remuneration payable to him require the approval of the Members at the ensuing Annual General Meeting and is subject to the approval of the Central Government. The Company is also seeking permission of the Central Government for the waiver of recovery of remuneration paid/payable to him for the financial year 2012-13 which is in excess of the remuneration payable in terms of the provisions of the Act.

Mr. Prabir Ramendralal Bose resigned as the Deputy Managing Director and Director of the Company from the close of business hours on 11 December 2012. The Board had placed on record its appreciation of the services rendered by him during his tenure on the Board.

Mr. Vikas Agarwal, Non-Executive Director has resigned from the directorship with effect from 28 April 2012. The Board had placed on record its appreciation for the valuable contribution made by him during his tenure.

In accordance with the Article 157 and 158 of the Articles of Association of the Company, Mr. Maya Shanker Verma and Mr. Shanti Narain, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume of the above Directors, nature of their expertise in their specific functional areas, details of directorships in other companies and the chairmanship / membership of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Notice for the forthcoming Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state:

a. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Directors had prepared the annual accounts on a going concern basis.

The Company''s internal auditors, M/s. L.B. Jha & Co., Chartered Accountants, have conducted periodic audits to provide reasonable assurance that established policies and procedures are being followed.

CEO / CFO CERTIFICATION

A Certificate from the Mr. Pankaj Gautam, Joint Managing Director & CEO and Mr. Manoj Kumar Digga, Executive Director (Finance), pursuant to Clause 49(V) of the Listing Agreement had been tabled at the Board Meeting held on 1 October 2013 and is also annexed to this Report.

AUDITORS AND AUDITORS'' REPORT

The Auditors of the Company, M/s. Lovelock & Lewes, Chartered Accountants, Kolkata, retire at the conclusion of the ensuing Annual General Meeting and have confirmed eligibility and willingness to accept the office of Auditors, if approved.

The Auditors'' observation in para 10 of the Annexure to the Auditors'' Report for the cash losses incurred in the immediately preceding financial year is self explanatory and does not require any further comments from the Directors.

As regards utilisation of short term funds for long term purposes as observed in para 17 of the Annexure to the Auditors'' Report, your Directors wish to inform that in absence of any arrangement of long term funds to finance additions to the Fixed Assets, the available working funds got depleted resulting in use of short term funds for long term purposes.

COST AUDITORS

The Board of Directors has re-appointed M/s. DGM & Associates, Cost Accountants, the cost auditors for conducting the audit of cost audit records in respect of Steel business for the financial year 2013-14 subject to approval of the Central Government. Application for re-appointment has been approved by the Central Government.

The due date for filing the Cost Audit Reports for the financial year ended 31 March 2012 was 31 March 2013 and the Cost Audit Reports were filed on 27 February 2013.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure I forming part of this Report.

HUMAN RESOURCES

The Company places significant emphasis on recruitment, training & development of human resources, which assumes utmost significance in achievement of corporate objectives. The Company integrates employee growth with organisational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realisation of organisational goals. To this effect, your Company has a training centre at its Plant for knowledge-sharing and imparting need based training to its employees. The Company also has in place

a Performance Management System in SAP for performance appraisal of the employees. To ensure accommodation, hospitality and other facilities for its employees, the Company has set up a modern guest house at Kalinganagar.

The information required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, and the Companies (Particulars of Employees) Amendment Rules, 2011 are set out in Annexure II to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company.

EMPLOYEES STOCK OPTION

The Company has a ESOP Scheme in place titled Employee Stock Option Scheme 2010 (ESOP Scheme 2010), for permanent employees including any Director, whether whole- time or otherwise, of the Company, its subsidiaries and the Holding Company to be administered by the Remuneration Committee of the Board of Directors of the Company. ESOP Scheme 2010 will provide an incentive to attract, retain and reward the employees and enable them to participate in future growth and financial success of the Company. Each option confers a right upon the employee to apply for one equity share of the Company.

During the year under review, 155,631 Stock Options have vested with the specified employees of the Company and its subsidiary(ies) under the ESOP Scheme 2010 and 264,369 Stock Options have lapsed till 31 March 2013. As on 31 March 2013, none of the Options have been exercised.

The Company has received a certificate from the Auditors of the Company that the ESOP Scheme 2010 was implemented in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the resolution passed at the Annual General Meeting held on 17 August 2010. The Certificate would be placed at the forthcoming Annual General Meeting for inspection by the Members.

As required by Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 information with respect to active Stock Options as on 31 March 2013 is given in a separate statement as Annexure III forming part of this Report.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits under Section 58A of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Clause 32 of the Listing Agreement with Stock Exchanges, Consolidated Financial Statements, conforming to

Accounting Standard 21 issued by the Institute of Chartered Accountants of India, are attached as a part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance & Shareholder Information together with the Auditors'' Certificate thereon is annexed as part of the Annual Report.

The Company had also adopted a "Code of Conduct” for its Directors and Senior Management, as required under Clause 49 of the Listing Agreement and all Directors and Senior Managers have affirmed compliance with the Code for 2012-13. A certificate, signed by the Joint Managing Director & CEO, affirming compliance of Directors & Senior Management, forms part of the Report on Corporate Governance.

TRANSFER OF UNPAID/ UNCLAIMED REFUND AMOUNT OF IPO TO IEPF

Pursuant to provisions of Section 205(A)(5) of Companies Act 1956, the amount of refund of IPO, which remain unpaid/ unclaimed for the period of seven years has been transferred by the Company to the Investor Education Provident Fund(IEPF), established by the Central Government, pursuant to Section 205(C) of the said Act.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the assistance, support and guidance provided by banks, financial institutions, customers, suppliers, regulatory & government authorities, project & other business associates and stakeholders. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company''s growth. The Directors look forward to their continued support in future.

Your Directors value your involvement as shareholders and look forward to your continuing support.

For and on behalf of the Board

Vishal Agarwal

Vice Chairman and Managing Director

Kolkata Pankaj Gautam

31 October 2013 Joint Managing Director & CEO

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Mar 31, 2012

The Directors are pleased to present this Sixteenth Annual Report together with the Audited Statement of Accounts for the year ended 31 March 2012.

FINANCIAL RESULTS (Rs. Million) Particulars 2011-12 2010-11

Net Revenue 13,659.05 13,236.39

Other Income 259.91 230.06

Total Income 13,918.96 13,466.45

Profit before interest, depreciation & tax 1,060.62 2,376.09

Finance Cost 1,896.68 1,029.49

Depreciation 511.52 482.05

Profit / (Loss) before Exceptional Item and Taxation (1,347.58) 864.55

Exceptional Item (617.27) -

Profit / (Loss) before Taxation (1,964.85) 864.55

Taxation - Current - 182.61

- MAT Credit Entitlement (179.30) (127.74)

- Deferred (597.01) 295.91

Profit / (Loss) after Tax (1,188.54) 513.77

Appropriation - Proposed Dividend - 110.00

- Corporate Tax on Dividend - 17.84

Balance Carried to Balance Sheet (492.51) 696.03

OPERATIONS

The Company is engaged in the business of manufacturing value added products including LAM Coke, High Carbon Ferro Chrome, Pig Iron, Sponge Iron and Special Steel Billets / Blooms, Bars & Wire Rods.

In addition, the Company generates Power mainly for captive use. During the year under review, the Company's financial performance has been adversely affected due to the non-availability of raw material, increasing raw material costs, high bank interest rates and volatile foreign exchange. Due to shortage in availability of iron ore, Iron & Steel making facilities, i.e. Blast Furnace, DRI, SMS & Rolling Mill operated at very low production level and the Company was unable to achieve its revenue potential.

The Company has registered a revenue growth of 3% to Rs.13,918.96 million in the FY'2011-12 compared to Rs.13,466.45 million during the FY'2010- 11. The operating margins decreased to 8% at Rs.1,060.62 million in the FY'2011-12 versus 18% at Rs.2,376.09 million in the previous year. The PBT fell from Rs.864.55 million for the FY'2010-11 to a loss of Rs.1,964.85 million. PAT fell from Rs.513.77 million during the previous financial year to a loss of Rs.1,188.54 million during the FY'2011-12.

During the year under review, the Company's volumes were impacted by the uneconomical prices of Iron Ore & Chrome Ore. The production of Coke was 354,634 MT compared to 340,339 MT in the previous year. The production of High Carbon Ferro Chrome was lower at 22,368 MT compared to 44,372 MT during the previous year. The production of Pig Iron was 84,454 MT compared to 46,233 MT in the previous year. The production of Sponge Iron was 157,356 MT compared to 134,538 MT in the previous year. The captive power generated during the year was 435 million units as against 226 million units in the previous year and Steel production during the year was 45,772 MT.

The Company has decided to set up a 0.5 MTPA Iron Ore Sinter Plant in order to hedge the iron ore procurement as it is currently buying only sized iron ore. This would also ensure continuous smooth running of the Blast Furnace. The Iron Ore Sinter Plant would enhance the profitability of the Blast Furnace and would further reduce the cost of raw material and improve the productivity of the Steel making facilities.

The Company's subsidiary - VISA BAO Limited, is setting up a 100,000 TPA Ferro Chrome Plant with 4 Submerged Arc Furnaces of 16.5 MVA each at Kalinganagar in Odisha. The Company has made significant progress towards implementation of the project and the project is scheduled to be completed in phases during second half of the financial year 2012-13.

A detailed analysis of the Company's operations, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented under a separate section titled "Management Discussion & Analysis Report" forming part of the Annual Report.

DIVIDEND

In view of the loss, your Directors regret their inability to declare any dividend for the year.

CORPORATE DEBT RESTRUCTURING

In view of the non-availability and high cost of raw materials reducing EBIDTA margin inspite of which debt and interest was being serviced, additional project cost due to high interest cost, increase in interest cost during construction, high inflation and debt repayment obligations over next two years, your Company proposes to restructure its debt and has approached the Corporate Debt Restructuring Cell for the suitable realignment of its entire debt.

SUBSIDIARIES

The Company has two subsidiaries namely, VISA BAO Limited and Ghotaringa Minerals Limited:

(i) VISA BAO Limited (VBL) is a Joint Venture between the Company and Baosteel Resources Co. Ltd., China. VBL is setting up a 100,000 TPA Ferro Chrome Plant in Odisha.

(ii) Ghotaringa Minerals Limited (GML) is a Joint Venture between the Company and Orissa Industries Limited (ORIND) for assisting ORIND for developing a chrome ore deposit and is awaiting various Government approvals.

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable

Accounting Standards. The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL-III dated 8 February 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. The Board of Directors has, in its meeting held on 25 May 2012, decided not to attach the Balance Sheet and other documents of the subsidiary companies with the annual accounts of the Company. Accordingly, annual accounts of the subsidiary companies will be made available to the investors of the aforesaid subsidiaries and the Company as and when they demand. The Annual Accounts of the subsidiary companies will also be kept for inspection by any investor at the registered office of the Company and these subsidiaries.

Details of the subsidiaries of the Company as required under Circular No. 5/12/2007-CL-III dated 8 February 2011 are covered in this Annual Report.

DIRECTORS

Mrs. Saroj Agarwal and Mr. Vikas Agarwal, Non-Executive Directors resigned from the directorship with effect from 6 February 2012 and 28 April 2012 respectively. The Board had placed on record its appreciation for the valuable contribution made by them during their tenure.

The tenure of office of Mr. Basudeo Prasad Modi, Deputy Managing Director, in accordance with the terms of his re- appointment, completed on 31 March 2012. Mr. Modi had expressed his desire not to seek re-appointment and had tendered resignation as Director of the Company from close of business hours on 31 March 2012. The Board had placed on record its appreciation of the services rendered by him during his tenure on the Board.

Mr. Prabir Ramendralal Bose has been appointed as an Additional Director with effect from 1 April 2012 in accordance Section 260 of the Companies Act, 1956 (the Act). Mr. Bose holds office only upto the date of the forthcoming Annual General Meeting and a Notice under Section 257 of the Act has been received from a Member signifying his intention to propose Mr. Bose's appointment as a Director. The Board also appointed Mr. Bose as the Deputy Managing Director effective the same date. The appointment and remuneration payable to him require the approval of the Members at the ensuing Annual General Meeting and is subject to the approval of the Central Government.

Mr. Subrato Trivedi has been appointed as an Additional Director with effect from 12 May 2012 in accordance with Section 260 of the Companies Act, 1956. Mr. Trivedi holds office only upto the date of the forthcoming Annual General Meeting and a Notice under Section 257 of the Act has been received from a Member signifying his intention to propose Mr. Trivedi's appointment as a Director.

The Members at the last Annual General Meeting held on 26 July 2011, had re-appointed Mr. Vishambhar Saran, as Whole- time Director designated as Chairman for a period of 3 years with effect from 15 December 2010, re-appointed Mr. Basudeo Prasad Modi as Deputy Managing Director for a period of 1 year with effect from 1 April 2011 and re-appointed Mr. Vishal Agarwal as Managing Director for a period of 3 years with effect from 25 June 2011 pursuant to the provisions of Sections 198, 269, 309, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956.

The Company is seeking permission of the Central Government for the waiver of recovery of remuneration paid/payable to the Whole-time Director, Managing Director and Deputy Managing Director for the financial year 2011-12 which is in excess of the remuneration payable in terms of the provisions of the Act.

The Remuneration Committee and the Board of Directors have approved payment of remuneration as approved by the Members at the last Annual General Meeting as minimum remuneration irrespective of any profit or loss or the profit not being adequate for payment of such remunerations in terms of Section I or II of Part II of Schedule XIII read with Section 198 and 309 of the Companies Act, 1956, in any financial year during the remaining tenure of the re-appointment of Mr. Vishambhar Saran and Mr. Vishal Agarwal with effect from 1 April 2012. This will require the approval of the Members by a Special Resolution, which forms part of the Notice for the forthcoming Annual General Meeting.

In accordance with the Article 157 and 158 of the Articles of Association of the Company, Mr. Shiv Dayal Kapoor and Mr.

Debi Prasad Bagchi, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume' of the above Directors, nature of their expertise in their specific functional areas, details of directorships in other companies and the chairmanship / membership of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Notice for the forthcoming Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state:

a. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / (loss) of the Company for that period;

c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Directors had prepared the annual accounts on a going concern basis.

The Company's internal auditors, M/s. L.B. ]ha & Co., Chartered Accountants, have conducted periodic audits to provide reasonable assurance that established policies and procedures are being followed.

CEO / CFO CERTIFICATION

A Certificate from the Managing Director and the Chief Financial Officer, pursuant to Clause 49(V) of the Listing Agreement had been tabled at the Board Meeting held on 25 May 2012 and is also annexed to this Report.

AUDITORS AND AUDITORS' REPORT

The Auditors of the Company, M/s. Lovelock & Lewes, Chartered Accountants, Kolkata, retire at the conclusion of the ensuing Annual General Meeting and have confirmed eligibility and willingness to accept the office of Auditors, if approved.

The Auditors' observation in para 10 of the Annexure to the Auditors' Report that the Company has incurred cash losses as at 31 March, 2012 is self explanatory and does not require any further comments from the Directors.

With respect to Auditors' observation under para 11 of the Annexure to the Auditors' Report, your Directors wish to inform that the delay in repayment of principal of Rs.620.76 million and interest of Rs.387.17 million for the period from 1 April 2011 to 31 March 2012, were due to severe liquidity crisis being faced by the Company on account of continued losses incurred during the year, further aggravated by the delay in receipt of expected cash flows on time.

As regards utilisation of short term funds for long term purposes as observed in para 17 of the Annexure to the Auditors'

Report, your Directors wish to inform that in absence of any arrangement of long term funds to finance the cash losses, additions to the Fixed Assets and repayment of long term loans, the available working funds got depleted resulting in use of short term funds for long term purposes.

COST AUDITORS

During the year under review, the Board appointed M/s. DGM & Associates, Cost Accountants, to conduct cost audit of the Company. The Cost Audit Report for the year ended 31 March 2012 is due on 30 September 2012 and shall be submitted within the due time period.

Subject to the approval of the Central Government, the Company has re-appointed M/s. DGM & Associates to audit the cost accounts relating to the products of the Company for the financial year 2012-13.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure I forming part of this Report.

HUMAN RESOURCES

The Company places significant emphasis on recruitment, training & development of human resources, which assumes utmost significance in achievement of corporate objectives.

The Company integrates employee growth with organisational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realisation of organisational goals. To this effect, your Company has a training centre at its Plant for knowledge-sharing and imparting need based training to its employees. The Company also has in place a Performance Management System in SAP for performance appraisal of the employees. To ensure accommodation, hospitality and other facilities for its employees, the Company has set up a modern guest house at Kalinganagar.

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, and the Companies (Particulars of Employees) Amendment Rules, 2011 are set out in Annexure II to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company.

EMPLOYEES STOCK OPTION

The Company has a ESOP Scheme in place titled Employee Stock Option Scheme 2010 (ESOP Scheme 2010), for permanent employees including any Director, whether whole- time or otherwise, of the Company, its subsidiaries and the Holding Company to be administered by the Remuneration Committee of the Board of Directors of your Company. ESOP Scheme 2010 will provide an incentive to attract, retain and reward the employees and enable them to participate in future growth and financial success of the Company. Each option confers a right upon the employee to apply for one equity share of the Company.

During the year under report, 197,344 Stock Options have vested with the specified employees of the Company and its subsidiary, VISA BAO Limited under the ESOP Scheme 2010 and 126,875 Stock Options have lapsed till 31 March 2012. As on 31 March 2012, none of the Options have been exercised.

The Company has received a certificate from the Auditors of the Company that the ESOP Scheme 2010 was implemented in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the resolution passed at the Annual General Meeting held on 17 August 2010. The Certificate would be placed at the forthcoming Annual General Meeting for inspection by the Members.

As required by Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 information with respect to active Stock Options as on 31 March 2012 is given in a separate statement as Annexure III forming part of this Report.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits under Section 58A of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Clause 32 of the Listing Agreement with Stock Exchanges, Consolidated Financial Statements, conforming to

Accounting Standard 21 issued by the Institute of Chartered Accountants of India, are attached as a part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance & Shareholder Information together with the Auditors' Certificate thereon is annexed as part of the Annual Report.

The Company had also adopted a "Code of Conduct" for its Directors and Senior Management, as required under Clause 49 of the Listing Agreement and all Directors and Senior Managers have affirmed compliance with the Code for 2011- 12. A certificate, signed by the Managing Director, affirming compliance of Directors & Senior Management, forms part of the Report on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the assistance, support and guidance provided by banks, financial institutions, customers, suppliers, regulatory & government authorities, project & other business associates and stakeholders. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward to their continued support in future.

Your Directors value your involvement as shareholders and look forward to your continuing support.

For and on behalf of the Board

Vishal Agarwal

Managing Director

Kolkata Prabir Ramendralal Bose

25 May 2012 Deputy Managing Director

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Mar 31, 2011

The Directors are pleased to present this Fifteenth Annual Report together with the Audited Statement of Accounts for the year ended 31 March 2011.

Financial Results

(Rs. million) Particulars 2010-11 2009-10

Net Revenue 13,05.01 11,569.42

Other Income 269.78 145.41

Total Income 13,328.79 11,714.83

Profit before interest, depreciation & tax 2,055.98 1,976.36

Interest (Net) 709.38 651.40

Depreciation 482.05 468.18

Profit before Taxation 864.55 856.78

Taxation - Current 182.61 96.00

- MAT Credit Entitlement (127.74) -

- Deferred 295.91 286.62

Profit after Tax 513.77 474.16

Appropriation - Proposed Dividend 110.00 110.00

- Corporate Tax on Dividend 17.84 18.69

Balance Carried to Balance Sheet 696.03 310.10

Operations

The Company is engaged in the business of manufacturing value added products from coal and minerals into LAM Coke, High Carbon Ferro Chrome, Pig Iron, Sponge Iron (DRI) and Special Steel (Long products). In addition, the Company generates Captive Power. During the year under review, production volumes across all Units have been stable and higher price realisation across various products has enabled the Company to register a robust growth in sales revenue. The operating margins of the Company have been stable inspite of higher cost of raw materials such as Coking Coal, Iron Ore, Chrome Ore and Thermal Coal. We continue to drive our cost competitiveness through efficient raw material procurement and captive power generation.

The Company has registered a revenue growth of 14% to Rs. 13,328.79 million in the FY2010-11 compared to Rs. 11,714.83 million during the FY 2009-10. The operating margins decreased to 15% at Rs. 2,055.98 million in the FY2010-11 versus 17% at Rs. 1,976.36 million in the previous year. The PBT was Rs. 864.55 million for the FY2010-11 as against Rs. 856.78 million and PAT was Rs. 513.77 million as against Rs. 474.16 million for the corresponding period.

During the year under review, the Company achieved satisfactory production volumes despite pressure on smooth availability of raw materials. The production of Coke was 340,339 MT compared to 353,601 MT in the previous year. The production of High Carbon Ferro Chrome was slightly lower at 44,372 MT compared to 47,649 MT during the previous year. The production of Pig Iron was 46,233 MT compared to 150,424 MT in the previous year mainly due to non-availability of raw materials owing to closure of OMCs Daitari mines. The production of Sponge Iron was 134,538 MT compared to 139,299 MT in the previous year. The captive power generated during the year was 226 million units as against 223 million units in the previous year.

The Company has achieved completion of 0.5 million TPA Special Steel Plant and 3rd 25 MW Power Plant taking the power generation to 75 MW. This will further boost the Companys growth in revenues and margins.

The Company has decided to set up an Iron Ore Sinter Plant in order to hedge the iron ore procurement as it is currently buying only sized iron ore. This would also ensure continuous smooth running of the Blast Furnace. The Company plans to set up additional Captive Power generation facilities to meet the shortfall in captive power generation vis-à-vis requirements including requirement of its subsidiary VISA BAO Ltd and a Lime Kiln Plant to ensure smooth running of Steel Melt Shop.

The Company has charted a vision for expanding the existing facility at Kalinganagar in Orissa from 0.5 million TPA to 1 million TPA Steel Plant and Power Plant from 75 MW to 375 MW and set up greenfield facility of 1 million TPA Steel Plant and 300 MW Power Plant at Raigarh in Chhattisgarh. The plan is to raise the total Steel production of the Company to 2 million TPA and power generation to 675 MW over the next few years and provide the foundation to maintain high quality growth and enhance value creation for its shareholders.

During the year, the Company has also signed a Memorandum of Understanding (MoU) with the Madhya Pradesh Trade & Investment Facilitation Corporation Ltd. (TRIFAC), a wholly owned undertaking of Government of Madhya Pradesh, for setting up a 1.25 million TPA Integrated Steel Plant with 300 MW Captive Power Plant and 100,000 TPA Manganese Alloy Plant, with a total investment of Rs. 4,025 Crores.

The Companys subsidiary – VISA BAO Limited, is setting up a 100,000 TPA Ferro Chrome Plant with 4 Submerged Arc Furnaces of 16.5 MVA each at Kalinganagar in Orissa. The Company has made significant progress towards implementation of the project.

A detailed analysis of the Companys operations, segment-wise performance, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented under a separate section titled "Management Discussion & Analysis Report" forming part of the Annual Report.

Dividend

Your Directors recommend a dividend of 10% for the year ended 31 March 2011, i.e., Rs. 1 per Equity Share in respect of 110,000,000 fully paid up Equity Shares of Rs. 10 each. The total outlay on account of dividend payment will be Rs. 110 million excluding Rs. 17.84 million on account of dividend distribution tax.

Holding Company

Consequent to the inter-se transfer of shareholding between the Promoter Group companies (from VISA Minmetal AG, Switzerland to VISA Infrastructure Limited, India), VISA Infrastructure Limited has become the holding company with effect from 30 April 2010. The shareholding of VISA Infrastructure Limited in the Company is 57,612,167 equity shares of Rs. 10/- each equivalent to 52.37% as on 31 March 2011.

Subsidiaries

The Company has two subsidiaries namely, VISA BAO Limited and Ghotaringa Minerals Limited:

(i) VISA BAO Limited (VBL) is a Joint Venture between the Company and Baosteel Resources Co. Ltd., China. VBL is setting up a 100,000 TPA Ferro Chrome Plant in Orissa.

(ii) Ghotaringa Minerals Limited (GML) has been incorporated to give effect to the joint venture agreement between the Company and Orissa Industries Limited (ORIND) for carrying out the business of mining of chrome ore and/or other minerals. GML has completed prospecting work over an area allotted to ORIND in Dhenkanal, Orissa.

The Companys investment in GML will enable the Company to directly procure chrome ore, mined by GML, for its Chrome Ore Beneficiation Plant, Chrome Ore Grinding Plant and the Ferro Chrome Plant which shall reduce raw material costs significantly.

The Audited Statement of Accounts of VBL and GML for the year ended 31 March 2011 are attached as required under Section 212 of the Companies Act, 1956.

Promoter Group Companies

The names of Promoters and Companies comprising the "Group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report for the purpose of

Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Directors

During the period under Report, Mr. Arvind Pande, Non-Executive & Independent Director retired from the Board of Directors of the Company with effect from 17 August 2010 and Mr. Vivek Agarwal, Non-Executive Director tendered his resignation with effect from 28 January 2011.

The Board places on record its appreciation for the valuable contribution made by them during their tenure.

At the meeting held on 29 October 2010, the Board of Directors had approved the re-appointment of Mr. Vishambhar Saran as Whole-time Director, designated as Chairman for a period of 3 years with effect from 15 December 2010, pursuant to the provisions of Sections 198, 269, 309, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956. Mr. Sarans re-appointment is subject to the approval of the Members and the said re-appointment together with the remuneration and terms & conditions are proposed in the Notice for the forthcoming Annual General Meeting for your approval.

At the meeting held on 4 February 2011, the Board of Directors had approved re-appointment of Mr. Basudeo Prasad Modi as Deputy Managing Director for a period of 1 year with effect from 1 April 2011, pursuant to the provisions of Sections 198, 269, 309, 316, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956. Mr. Modis re-appointment is subject to the approval of the Members and the said re-appointment together with the remuneration and terms & conditions are proposed in the Notice for the forthcoming Annual General Meeting for your approval.

At the meeting held on 30 May 2011, the Board of Directors had approved re-appointment of Mr. Vishal Agarwal as Managing Director for a period of 3 years with effect from 25 June 2011, pursuant to the provisions of Sections 198, 269, 309, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956. Mr. Agarwals re-appointment is subject to the approval of the Members and the said re-appointment together with the remuneration and terms & conditions are proposed in the Notice for the forthcoming Annual General Meeting for your approval.

In accordance with the Article 157 and 158 of the Articles of Association of the Company, Mr. Vikas Agarwal, Mr. Shanti Narain and Mr. Pradip Kumar Khaitan, Directors, are liable to retire by rotation, at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume` of the above Directors, nature of their expertise in their specific functional areas, details of directorships in other companies and the chairmanship/ membership of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Notice for the forthcoming Annual General Meeting.

Directors Responsibility Statement

In terms of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state:

a. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a 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;

c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Directors had prepared the annual accounts on a going concern basis.

The Companys internal auditors, M/s. L.B. Jha & Co., Chartered Accountants, have conducted periodic audits to provide reasonable assurance that established policies and procedures are being followed.

CEO / CFO Certification

A Certificate from the Managing Director and the Chief Financial Officer, pursuant to Clause 49(V) of the Listing Agreement had been tabled at the Board Meeting held on 30 May 2011 and is also annexed to this Report.

Auditors and Auditors Report

The Auditors of the Company, M/s. Lovelock & Lewes, Chartered Accountants, Kolkata, retire at the conclusion of the ensuing Annual General Meeting and have confirmed eligibility and willingness to accept the office of Auditors, if approved.

The Auditors qualification under Paragraph 4 of their report read along with the notes to Item no.7 of Schedule 16 is self explanatory and does not require any further comments from the Directors.

As regards utilisation of short term funds for long term purposes as specified in para 17 of the Annexure to the Auditors Report, your Directors wish to submit that the Company was in the stage of implementation of the project. Since the Company has completed the project work, this will be regularised with the operation of the Company.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure I forming part of this Report.

Human Resources

The Company places significant emphasis on recruitment, training & development of human resources, which assumes utmost significance in achievement of corporate objectives. The Company integrates employee growth with organisational growth in a seamless manner through empowerment and by offering a challenging workplace aimed towards realisation of organisational goals. To this effect, your Company has a training centre at its Plant for knowledge-sharing and imparting need based training to its employees. The Company has also incorporated Performance Management System in SAP for performance appraisal of the employees. To ensure accommodation, hospitality and other facilities for its employees, the Company has set up a modern guest house at Kalinganagar.

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies

(Particulars of Employees) Rules, 1975, as amended, and the Companies (Particulars of Employees) Amendment Rules, 2011 are set out in Annexure II to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company.

Employees Stock Option

The Company has rescinded its Employee Stock Option Scheme 2008 under which no Options had been granted and implemented a new ESOP Scheme titled Employee Stock Option Scheme 2010 (ESOP Scheme 2010), for permanent employees including any Director, whether whole-time or otherwise, of the Company, its subsidiaries and the Holding Company to be administered by the Remuneration Committee of the Board of Directors of your Company. ESOP Scheme 2010 will provide an incentive to attract, retain and reward the employees and enable them to participate in future growth and financial success of the Company. Each option confers a right upon the employee to apply for one equity share of the Company.

During the year under report, 900,000 Stock Options were granted to the specified employees of the Company and its subsidiary, VISA BAO Limited under the ESOP Scheme 2010. As on 31 March 2011, none of the Options have been vested. The shares covered by such Options are 900,000.

The Company has received a certificate from the Auditors of the Company that the ESOP Scheme 2010 was implemented in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the resolution passed at the Annual General Meeting held on 17 August 2010. The Certificate would be placed at the forthcoming Annual General Meeting for inspection by the Members.

As required by Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 information with respect to active Stock Options as on 31 March 2011 is given in a separate statement as Annexure III forming part of this Report.

Fixed Deposits

The Company has not accepted or renewed any fixed deposits under Section 58A of the Companies Act, 1956.

Consolidated Financial Statements

In terms of Clause 32 of the Listing Agreement with Stock Exchanges, Consolidated Financial Statements, conforming to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, are attached as a part of the Annual Report.

Corporate Governance

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance & Shareholder Information together with the Auditors Certificate thereon is annexed as part of the Annual Report.

The Company had also adopted a "Code of Conduct" for its Directors and Senior Management, as required under Clause 49 of the Listing Agreement and all Directors and Senior Managers have affirmed compliance with the Code for 2010-11. A certificate, signed by the Managing Director, affirming compliance of Directors & Senior Management, forms part of the Report on Corporate Governance.

Acknowledgement

Your Directors record their sincere appreciation for the assistance, support and guidance provided by banks, financial institutions, customers, suppliers, regulatory & government authorities, project & other business associates and stakeholders. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Companys growth. The Directors look forward to their continued support in future.

Your Directors value your involvement as shareholders and look forward to your continuing support.

For and on behalf of the Board

Kolkata Vishambhar Saran 30 May 2011 Chairman

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Mar 31, 2010

The Directors take immense pleasure in presenting this Fourteenth Annual Report together with the audited accounts of the Company for the year ended 31 March 2010.





FINANCIAL RESULTS

(Rs. Million).

Particulars 2009-10 2008-09

Net Revenue 11,569.42 10,350.06

Other Income 145.41 54.54

Total Income 11,714.83 10,404.60

Profit before interest, depreciation & tax 1,976.36 815.47

Interest (Net) 651.40 321.54

Depreciation 468.18 307.91

Profit before Exceptional Item and Taxation 856.78 186.02

Exceptional Item - Loss on Exchange Fluctuation (net) - 1,184.67

Profit before Taxation 856.78 (998.65)

Taxation - Current 96.00 -

- Deferred 286.62 (334.71)

- Fringe Benefit Tax - 4.20

Profit after Tax 474.16 (668.14)

Appropriation - Proposed Dividend 110.00 -

- Corporate Tax on Dividend 18.69 -

Balance Carried to Balance Sheet 310.10 (35.37)



OPRATIONS

Your Company is engaged in the business of manufacturing Iron and Steel products such as Pig Iron, Coke, Ferro Chrome and Sponge Iron. During the year under review, the increase in production volumes across all Units has enabled the Company to register a robust growth in sales revenue inspite of lower sales realisation of the various products. The lower cost of raw materials such as Coking Coal, Iron Ore and Chrome Ore and better operating eficiencies have resulted in better operating margins. We continue to drive our low cost competitiveness due to our strategic location, eficient raw material procurement and captive power generation.

The outlook for the Iron and Steel Industry in India remains extremely positive as the increase in expenditure by the Government of India in the infrastructure development of the country will boost the demand for Iron & Steel products.

During the year under review, your Company registered substantial growth in production volumes across all operating units. The production of Hot Metal grew 76% to 150,424 MT from 85,457 MT in the previous year. The production of Coke also increased by 7% to 353,601 MT compared to 331,128 MT in the previous year. The production of Ferro Chrome registered a staggering growth of 92% to 47,649 MT in comparison to 24,815 MT during the previous year. The Sponge Iron Plant produced 139,299 MT of Sponge Iron during 2009-10 as against 28,370 MT of Sponge Iron during 2008-09. The power generated during the year was 223 million units as against 39 million units in the previous year, an increase of over 472% and was used mainly for captive consumption.

Your Company has registered a revenue growth of over 13% amounting to Rs.11,714.83 million in FY’ 2009-10 compared to Rs.10,404.60 million during the FY’ 2008-09. The operating margins increased by 142% at Rs.1,976.36 million in FY’ 2009- 10 as against Rs.815.47 million in the previous year. The PBT was Rs.856.78 million for FY’ 2009-10 as against loss of Rs.998.65 million and PAT was Rs.474.16 million as against loss of Rs.668.14 million for the corresponding period.

The Company is in the final stages of completing project work on the 0.5 million TPA Steel Melt Shop, 0.5 million TPA Bar and Wire Rod Mill and 3rd 25 MW Power Plant and expects to commence production by December 2010. This will further boost the Company’s growth in revenues and margins.

Your Company has started preparatory work for expanding the existing facility at Kalinganagar in Orissa from 0.5 million TPA to 1 million TPA Steel Plant and Power Plant from 75 MW to 375 MW and set up greenfield facility of 1 million TPA Steel Plant and 300 MW Power Plant at Raigarh in Chhattisgarh. The plan is to raise the total Steel production of the Company to 2 million TPA and power generation to 675 MW over the next few years and provide the foundation to maintain high quality growth and enhance value creation for its shareholders.

The Company’s subsidiary – VISA BAO Limited, has initiated steps for implementation of a 100,000 TPA Ferro Chrome Plant at Kalinganagar in Orissa.

A detailed analysis of your Company’s operations, segment- wise performance, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented under a separate section titled “Management Discussion & Analysis Report” forming part of the Annual Report.

DIVIDEND

In view of the performance of your Company, your Directors recommend a dividend of 10% for the year ended 31 March 2010 i.e., Rs.1 per Equity Share in respect of 110,000,000 fully paid up Equity Shares of Rs.10 each. The total outlay on account of dividend payment will be Rs.110 million excluding Rs.18.69 million on account of dividend distribution tax.

HOLDING COMPANY

Subsequent to the inter-se transfer of shareholding between the Promoter Group companies i.e. from VISA Minmetal AG to VISA Infrastructure Limited, VISA Infrastructure Limited has become the holding company of your Company with efect from 30 April 2010.

SUBSIDIARIES

Your Company has two subsidiaries namely, VISA BAO Limited and Ghotaringa Minerals Limited:

(i) VISA BAO Limited (VBL) is a Joint Venture between your Company and Baosteel Resources Co. Ltd., China. VBL has initiated steps for implementation of a 100,000 TPA Ferro Chrome Plant in Orissa.

(ii) Ghotaringa Minerals Limited (GML) has been incorporated to give efect to the joint venture agreement between your Company and Orissa Industries Limited (ORIND) for carrying out the business of mining of chrome ore and/or other minerals. GML is currently carrying out drilling & prospecting work over an area allotted to ORIND in Dhenkanal, Orissa.

Your Company’s investment in GML will enable the Company to directly procure chrome ore, mined by GML, for its Chrome Ore Beneficiation Plant, Chrome Ore Grinding Plant and the Ferro Chrome Plant which shall reduce raw material costs significantly.

The audited accounts of VBL and GML for the year ended 31 March 2010 are attached as required under Section 212 of the Companies Act, 1956.

PROMOTER GROUP COMPANIES

The names of Promoters and Companies comprising the * Group” as defined in the Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report for the purpose of Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS

In accordance with the Article 158 of the Articles of Association of the Company, Mr. Debi Prasad Bagchi and Mr. Maya Shanker Verma, Directors, are liable to retire by rotation, at the ensuing Annual General Meeting and being eligible, ofer themselves for re-appointment.

Mr. Arvind Pande, who is also due to retire at the forthcoming Annual General Meeting, had informed the Company that he does not wish to seek re-appointment. A resolution pursuant to Section 256 of the Companies Act, 1956, for not filling the vacancy caused by the retirement of Mr. Arvind Pande has been included in the Notice of the 14th Annual General Meeting. The Board has taken on record the immense contribution made by Mr. Pande during his tenure as a Director of the Company.



DIRECTORS RESPONSIBLITY STATEMENT



In terms of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state:

a. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. That the Directors had taken proper and suficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Directors had prepared the annual accounts on a going concern basis.

Your Company’s internal auditors, M/s. L.B. Jha & Co., Chartered Accountants, have conducted periodic audits to provide reasonable assurance that established policies and procedures are being followed.

CEO/CFO CERTIFICATION

A Certificate from the Managing Director and the Chief Financial Oficer, pursuant to Clause 49(V) of the Listing Agreement had been tabled at the Board Meeting held on 19 May 2010 and is also annexed to this Report.

AUDITORS

The Auditors of the Company, M/s. Lovelock & Lewes, Chartered Accountants, Kolkata, retire at the conclusion of the ensuing Annual General Meeting and have confirmed eligibility and willingness to accept the ofice of Auditors, if approved.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure I forming part of this Report.

HUMAN RESOURCES

Your Company places significant emphasis on recruitment, training & development of human resources, which assumes utmost significance in achievement of corporate objectives. Your Company integrates employee growth with organisational growth in a seamless manner through empowerment and by ofering a challenging workplace, aimed towards realisation of organisational goals. To this efect, your Company has a training centre at its Plant for knowledge-sharing and imparting need based training to its employees. The Company has also incorporated Performance Management System in SAP for performance appraisal of the employees. To ensure accommodation, hospitality and other facilities for its employees, your Company has set up a modern guest house at Kalinganagar.

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended are set out in Annexure II to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company.

EMPLOYEES STOCK OPTION

Your Company had introduced an Employee Stock Option Scheme by the name “Employee Stock Option Scheme 2008” (the “Scheme”) for permanent employees including any Director of the Company, whether whole-time or otherwise, of the Company to be administered by the Remuneration Committee of the Board of Directors of your Company.

Information as per Clause 12 of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is given in a separate statement as Annexure-III forming part of this Report.

The Board of Directors of your Company has proposed rescinding the existing Scheme and introducing a new Scheme (ESOP Scheme 2010) in accordance with the SEBI Guidelines. Accordingly, appropriate resolutions are being moved at the ensuing Annual General Meeting which the Board recommends for your approval.

FIXED DEPOSITS

Your Company has not accepted or renewed any fixed deposits under section 58A of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Clause 32 of the Listing Agreement with Stock Exchanges, Consolidated Financial Statements, conforming to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, are attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Your Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance & Shareholder Information together with the Auditors’ Certificate thereon is annexed as part of the Annual Report.

Your Company had also adopted a “Code of Conduct” for its Directors and Senior Management, as required under Clause 49 of the Listing Agreement and all Directors and Senior Managers have afirmed compliance with the Code for FY’ 2009-10. A certificate, signed by the Managing Director,

afirming compliance of Directors & Senior Management, forms part of the Report on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the assistance, support and guidance provided by banks, financial institutions, customers, suppliers, regulatory & government authorities, project & other business associates and stakeholders. Your Directors also thank the employees of the Company for their contribution and commitment towards your Company performance and growth during the period under review.

Your Directors value your involvement as shareholders and look forward to your continuing support.



For and on behalf of the Board



Vishal Agarwal Managing Director

Kolkata Basudeo Prasad Modi

12 July 2010 Deputy Managing Director