Dear Members,
 
 The Directors are pleased to present the Tenth Annual Report and
 Audited Accounts for the financial year ended March 31, 2011.
 
 Financial
 
 The financial performance of the Company for the year ended March 31,
 2011 is summarised below:
 
                                      2010-11            2009-10
 
 Particulars                       Rs. lakhs   $ mn    Rs. lakhs  $ mn
 
 Sales, services and job work     1,56,218    350      1,34,550   298
 
 Less: Excise duty                  12,488     28         8,691    19
 
                                  1,43,730    322      1,25,859   279
 
 Profit before interest, 
 depreciation and tax               32,150     72        26,414    58
 
 Less: Interest                     16,732     37        13,802    30
 
 Depreciation                        8,758     20         5,823    13
 
 Profit before tax                   6,661     15         6,789    15
 
 Less: Provision for taxation          974      2
 
 Current tax                             -      -         1,125     2
 
 Income tax relating to earlier 
 years/                                  -      -           273     1
 (Excess provision for taxation 
 written back)
 
 Profit after taxation               5,686     13         5,391    12
 
 Add: Balance brought forward from 
 previous years                     21,266     48        18,391    40
 
 Less: Adjustment of loss on 
 amalgamation                                               581     1
 
 Profit available for appropriation 26,952     60        23,201    51
 
 Less: Transfer to General Reserve     284      1           135     0
 
 Proposed dividend                   1,853      4         1,544     3
 
 Dividend Distribution tax               8      0           256     1
 
 Profit carried to balance sheet    24,806     55        21,266    47
 
 * 1$ = Rs.44.65 exchange rate as on March 31, 2011 (1$ = Rs.45.14 as on
 March 31, 2010)
 
 Operations
 
 Your Company continues to progress well as a result of our focus on
 high value-added rolled products despite recent raw material cost
 pressures. The Company also benefited from the continued strong demand
 of steel in the auto, infrastructure and engineering sectors during the
 year. In the mining business, we continued to ramp up our production
 and focused on medium to high grade manganese ore which helped improve
 average price realisations. Iron ore prices also increased
 significantly during the year, which also contributed to an increase in
 margins of the mining business. The first phase of power venture is
 expected to commence production by March 2012.
 
 The Company achieved net sales of Rs.1,437.30 cr in FY 2011, an
 increase of 14.2% compared to the prior year primarily due to an
 increase in sales volumes and prices. Profit after tax also increased
 to Rs.56.86 cr in FY 2011 against Rs.53.90 cr in FY 2010. The Company''s
 sales volume of billets and rolled products increased from 3,00,880 MT
 in FY 2010 to 3,17,892 MT in FY 2011.
 
 The Company''s consolidated net sales increased to 1,793.41 cr in FY
 2011, an increase of 23.7% compared with the prior year, driven by
 strong performance in the mining segment. The consolidated profit after
 tax also increased from Rs.137.35 cr to Rs.184.31 cr in FY 2011,
 recording a jump of 34.2%.
 
 Deposits
 
 Your Company did not accept any deposits within the meaning of Section
 58A of the Companies Act, 1956 and the rules made there under.
 
 Transfer to Reserves
 
 In compliance with sub-section (2-A) of section 205 of the Companies
 Act, 1956 and in accordance with The Companies (Transfer of Profits to
 Reserves) Rules, 1975, it is proposed to carry an amount of Rs.284.30
 lakhs (Rs.134.76 lakhs) to the General Reserves.
 
 Dividend
 
 Yours Directors recommended a dividend of Rs.1.50 per share (last year
 Rs.1.25 per share) subject to approval of the shareholders at the
 ensuing Annual General Meeting. The dividend will be paid on
 12,34,99,536 equity shares in line with the applicable regulations. The
 dividend will be paid to the members whose name appear in the Register
 of Members as on August 31, 2011; in respect of shares held in
 dematerialised form, it will be paid to members whose names are
 furnished by National Securities Depository Limited and Central
 depository Services (India) Limited, as beneficial owners. The total
 dividend outflow is Rs.2,153.01 lakhs, as against Rs.1,800.14 lakhs in
 the previous year.
 
 Deferred tax
 
 In terms of Accounting Standard on Accounting for Taxes on Income''
 (AS-22) issued by Institute of Chartered Accountants of India and in
 compliance with Hon''ble Calcutta High Court order dated May 7, 2007,
 and order dated March 29, 2010 the Securities Premium Account was
 utilised towards net deferred tax liability amounting to Rs.1,289.03
 lakhs (Rs.3,545.32 lakhs) during the year under review.
 
 Management''s Discussion and Analysis Report
 
 Management''s Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges, is presented in a separate section forming part of the
 Annual Report.
 
 The Company has executed the Mining Lease with Government of Orissa,
 Department of Steel & Mines, for iron ore over an area of 33.803
 hectares in village - Deojhar, Kulum and Mahadevnasa under Champua
 sub-division of Keonjhar district. These strategies and initiatives are
 aimed at ensuring that Adhunik delivers long-term sustainable growth
 and creates unprecedented value for all its stakeholders.
 
 Subsidiaries
 
 Your Company has four subsidiaries viz.:
 
 - Adhunik Power Transmission Limited (Formerly Unistar Galvanisers &
 Fabricators Limited) became a subsidiary of the Company with effect
 from July 17, 2006. During the year under review, the name of Unistar
 Galvanisers & Fabricators Limited was changed to Adhunik Power
 Transmission Limited vide ROC Certificate dated January 4, 2011 issued
 pursuant to section 23(1) of the Companies Act, 1956.
 
 - Orissa Manganese & Minerals Limited became a subsidiary of the
 Company with effect from April 5, 2007
 
 - Neepaz V Forge (India) Limited became subsidiary of the Company with
 effect from October 4, 2007
 
 - Adhunik Power & Natural Resources Ltd became subsidiary of the
 Company with effect from November 14, 2008.  However with effect from
 December 24, 2010 Adhunik Power & Natural Resources became a subsidiary
 of Orissa Manganese & Minerals Limited, the wholly-owned subsidiary of
 the Company.
 
 During 2010-11, Adhunik Power & Natural Resources Limited which is in
 the process of implementing 270 MW X 2 thermal power project in the
 state of Jharkhand also received equity commitment of Rs.125 crore from
 SBI Macquarie Infrastructure Fund. This was in addition to Rs.250 crore
 of equity commitment from IDFC Project Equity Fund.
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the balance sheet, profit and
 loss account and other documents of the subsidiary companies namely
 Orissa Manganese & Minerals Limited, Adhunik Power & Natural Resources
 Limited, Neepaz VForge (India) Limited and M/s Adhunik Power
 Transmission Limited (formerly M/s Unistar Galvanisers & Fabricators
 Limited) are not being attached with the balance sheet of the Company.
 The annual accounts of the subsidiary companies and the related
 detailed information is available on the Company''s website. The Company
 will make available the annual accounts of the subsidiary companies and
 the related detailed information to any member of the Company who may
 be interested in obtaining the same. The annual accounts of the
 subsidiary companies will also be kept open for inspection at the
 Registered Office of the Company and of the subsidiary companies
 concerned. The consolidated financial statements presented by the
 Company include the financial results of its subsidiary companies. The
 statement as required under
 
 General Circular No. 2/2011 dated February 8, 2011 issued by the
 Ministry of Corporate Affairs with respect to disclosure of certain
 information in the consolidated balance sheet in aggregate for each
 subsidiary including subsidiaries of subsidiaries is annexed, and forms
 part of consolidated balance sheet:
 
 Consolidated Financial Statement and Cash Flow Statement
 
 The consolidated financial statements were prepared by your Company in
 accordance with the applicable Accounting Standards issued by The
 Institute of Chartered Accountants of India and the same together with
 the Auditor''s Report thereof form a part of the Annual Report. The
 consolidated net profit of the Company amounted to Rs.18,431 lakhs as
 compared with Rs.5,687 lakhs for the Company on a standalone basis. In
 conformity with the provisions of Clause 32 of the Listing Agreement
 the Cash Flow Statement for the year ended March 31, 2011 is included
 in the annual accounts.
 
 Personnel
 
 At Adhunik, values make for more than just a powerful tagline. We have
 a proven role model for creating wealth ethically and legally. We
 engage employees through a fair and rewarding work environment. The
 information required under Section 217(2A) of the Companies Act, 1956
 read with Companies (Particulars of Employees) Rules, 1975 as amended,
 is provided in the Annexure, attached hereto, and forming part of this
 report.
 
 Directors
 
 During the year under review, Mr. Makhan Lal Majumdar resigned as
 Independent Director of the Board with effect from February 11, 2011.
 The Board placed on record its deep sense of appreciation for the
 services rendered by Mr. Makhan Lal Majumdar as an Independent Director
 of the Board.
 
 In accordance with the provisions of the Companies Act, 1956 and
 Article 152 of the Articles of Association, Mr. Ghanshyam Das Agarwal,
 Mr. Mohan Lal Agarwal, Mr. Lalit Mohan Chatterjee and Mr. Nihar Ranjan
 Hota, Directors of your Company, retire from the Board by rotation at
 the ensuing
 
 Annual General Meeting of the Company and, being eligible, offer
 themselves for re-election. The Board has recommended their
 re-election.
 
 Pursuant to Clause 49 of the Listing Agreement, the details of the
 Directors seeking reappointment together with the nature of their
 expertise in specific functional areas, their shareholding and names of
 the companies in which they hold office as Director and/or the
 Chairman/Membership of Committees of the Board, are provided in the
 Notice of the ensuing Annual General Meeting.
 
 Directors'' Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956, your
 Directors confirm and state that:
 
 (i) In the preparation of the annual accounts for the financial year
 ended March 31, 2011, the applicable accounting standards were followed
 and there were no material departures;
 
 (ii) The Directors selected such accounting policies and applied them
 consistently and made judgments and estimates that were reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as at March 31, 2011 and of the profit of the Company for
 that period;
 
 (iii) The Directors took proper and sufficient care to maintain
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 (iv) The Directors had prepared the annual accounts on a going concern
 basis.
 
 Corporate Governance
 
 The Company is committed to maintain the highest standards of Corporate
 Governance and adhere to the Corporate Governance requirements set out
 by SEBI.A separate section on Corporate Governance is annexed and forms
 part of the annual report. A certificate from Mr. B. P. Dhanuka,
 Practicing Company Secretary (Past President of Institute of Company
 Secretaries of India), regarding compliance of conditions and
 provisions of the Corporate Governance as stipulated under Clause 49 of
 the Listing Agreement with the Stock Exchanges, is given as annexure to
 the report along with a certificate from CEO/CFO in terms of sub Clause
 (v) of Clause 49 of the Listing Agreement.
 
 Code of Conduct
 
 In compliance with Clause 49 of the Listing Agreement, the Company
 adopted a Code of Conduct for all Board Members and Senior Management
 of the Company. A copy of the said Code of Conduct for all Board
 Members and Senior Management of the Company is available on the
 Company''s website. All the members of the Board and Senior Management
 of the Company have affirmed compliance with the Code for the financial
 year 2010-11. A declaration to this effect signed by the Managing
 Director is annexed and forms part of the annual report.
 
 Code for Prevention of Insider Trading Practices
 
 Pursuant to the Securities and Exchange Board of India (Prohibition of
 Insider Trading) Regulations1992, a comprehensive code for prevention
 of Insider Trading is in place. The objective of the Code is to prevent
 purchase and /or sale of shares of the Company by insider while in
 possession of unpublished price sensitive information. The Code is
 available on the Company''s website.
 
 Statutory Disclosures
 
 None of the Directors of the Company are disqualified as per the
 provisions of Section 274(1)(g) of the Companies Act 1956. The
 Directors made necessary disclosures, as required under various
 provisions of the Companies Act and Clause 49 of the Listing Agreement.
 
 Equity Shares in Suspense Account
 
 As per Clause 5A(I) of the Listing Agreement, the Company reports the
 following details in respect of equity shares lying in the suspense
 account which were issued pursuant to the public issue or any other
 issue as provided by the Registrar & Transfer Agents:
 
 Particulars                                 No. of          No. of 
                                            shareholders equity shares
 
 Aggregate number of shareholders and the 
 outstanding shares in the suspense            6             1,574
 account lying as on April1, 2010
 
 Number of shareholders who approached 
 the Company for transfer of shares            2               750
 from suspense account during the year
 
 Number of shareholders to whom shares 
 were transferred from the suspense            2               750
 account during the year
 
 Aggregate number of shareholders and the 
 outstanding shares in the suspense            4               824
 account lying as on March 31, 2011
 
 The voting rights on the shares outstanding in the suspense account as
 on March 31, 2011 shall remain frozen till the rightful owner of such
 shares claims the shares.
 
 As per Clause 5A(II) of the Listing Agreement, there are no shares
 issued in physical form pursuant to a public issue or any other issue
 and remain unclaimed.
 
 Transfer of amounts to Investor Education and Protection Fund
 
 Pursuant to the provisions of section 205A(5) of the Companies Act,
 1956, the Company is not required to transfer any amount to Investor
 Protection and Education Fund as the Company is declaring dividends
 since financial year 2005-06 and as such there is no amount of dividend
 which was due and payable and remained unclaimed and unpaid for a
 period of seven years.
 
 Energy Conservation, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 Informations required pursuant to Section 217(1)(e) of the Companies
 Act, 1956 read with the Company''s (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988 are provided in the annexure
 attached hereto and forming part of this report.
 
 Auditors
 
 M/s. S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of
 the Company, holds office until the conclusion of the ensuing Annual
 General Meeting and is eligible for reappointment.
 
 The Company has received letter from them to the effect that their
 reappointment, if made, would be within the prescribed limits under
 Section 224(1B) of the Companies Act, 1956 and that they are not
 disqualified for reappointment within the meaning of Section 226 of the
 said Act. The Board recommends their reappointment.
 
 The Notes on Accounts referred to in the Auditors'' Report are
 self-explanatory and do not call for any further comments.
 
 Appreciation
 
 The Board takes this opportunity to express its sincere appreciation
 for the excellent support and cooperation received from Company''s
 customers, suppliers, government authorities, bankers, investors,
 financial institutions and shareholders for their consistent support to
 the Company. The Directors also sincerely acknowledge the outstanding
 support and services of the workers, staff and executives of the
 Company, which have together contributed to the efficient operation and
 management of the Company.
 
                                       For and on behalf of the Board
 
                                                Ghanshyam Das Agarwal
 
                                                             Chairman
 
 Registered office
 
 14 Netaji Subhas Road, Kolkata -- 700001
 
 Date: May 20, 2011