Dear Shareholder''s
 
 The Directors are pleased to present the Eleventh Annual Report on the
 operations of your Company along with the standalone and consolidated
 financial results for the fifteen months period ended June 30, 2012.
 
 FINANCIAL RESULTS
 
 The financial performance of the Company for the fifteen months period
 ended June 30, 2012 is summarized below:
 
 Particulars                   2011-12              2010-11
 
                       Rs. Lakhs     $ Mn    Rs. Lakhs     $ Mn
 
 Sales, services 
 and job work           200,600       356      156,566      351
 
 Less: Excise duty       14,758        26       12,488       28
 
                        185,842       330      144,077      323
 
 Profit before 
 interest, 
 depreciation and tax    36,916        66       33,669       75
 
 Less: Interest          30,090        53       18,250       41
 
 Depreciation            11,314        20        8,758       20
 
 Profit before tax       (4,489)       (8)       6,661       15 
 
 Less: Tax expenses
 
 Current tax                235         0          975        2
 
 Deferred tax credit     (1,497)       (3)           -        -
 
 MAT credit entitlement  (3,174)       (6)           -        -
 
 Profit after taxation      (52)       (0)       5,686       13
 
 Add: Balance brought
 forward from 
 previous year           24,807        44       21,266       48
 
 Profit available for
 appropriation           24,755        44       26,952       60
 
 Less: Transfer to 
 general reserve              -         -          284        1
 
 Proposed dividend            -         -        1,852        4
 
 Dividend tax                 -         -            9        0
 
 Profit carried to 
 balance sheet           24,755        44       24,807       56 
 
 Exchange rates: 1$ = Rs. 56.3090 Exchange Rate as on June 30, 2012 (1$
 = Rs 44.6500 as on March 31, 2011)
 
 FINANCIAL YEAR
 
 The financial period of the Company has been extended by a period of 3
 (three) months up to 30th June, 2012. Accordingly, the Company''s
 financial period 2011-12 is for a period of 15 (fifteen) months i.e.;
 1st April, 2011 to 30th June, 2012.
 
 OPERATIONS
 
 Steel industry has witnessed difficult time in FY 2011-12. The
 financial and operational performance was marred by the slowdown in the
 end-user industry yet increasing raw material prices adversely affected
 the margins of all the steel companies.  The Company performance during
 the period was also affected due to the slowdown in the automobiles
 sector. The key raw material prices like those of iron ore, coal,
 coking coal had increased substantially whereas the same can''t be
 passed on to consumers due to weak demand.
 
 However, the situation is gradually improving with a fall in coking
 coal prices and stability in other raw material prices. The Company is
 the first one in Orissa to start a captive iron ore mine located at the
 villages namely-Deojhar, Kulum and Mahadevnasa under Champa
 sub-division of Keonjhar district in the last ten years. Sourcing of
 iron ore from its captive mine will result in savings in raw material
 costs benefits, which will be reflected in the coming quarter of the
 Company.
 
 The Company achieved net sales of Rs.1 85,842.40 lakhs in 15 months
 period ending 30th June 2012. The Company had extended its accounting
 year by a period of three months to end on 30th June 2012. Accordingly,
 the current financial year of the Company is for a period of fifteen
 months from 1st April 2011 to 30th June 2012. Hence, the current
 period''s figures are not comparable with the previous year''s figures.
 
 The Company''s consolidated net sales were Rs 228546.98 lakhs for a 15
 months period ending 30th June 2012. The pellet plant which started
 commercial operations in December contributed incremental revenues
 during the period. The consolidated profit after tax was Rs. 2066.45
 lakhs for the period.
 
 CAPITAL
 
 During the period under review, there has been no change in the capital
 base of the Company which comprised of 123,499,536 fully paid equity
 shares of Rs. 10/- each.
 
 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.
 
 DIVIDEND
 
 In view of the inadequate profit for the period under review, the Board
 of Directors does not recommend any dividend on the equity shares of
 the Company.
 
 MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
 
 Management''s Discussion and Analysis Report for the period 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.
 
 SUBSIDIARIES
 
 Your Company has following subsidiaries viz.:
 
 - Orissa Manganese & Minerals Limited became a subsidiary of the
 Company with effect from April 5, 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 and as such a step down subsidiary of your
 Company.
 
 During the period under review, the Company''s wholly-owned subsidiary
 OMML has successfully commissioned its 1.2 million tonne iron ore
 beneficiation and pelletisation plant situated at District Saraikela –
 Kharswan in the state of Jharkhand. During the period under review, the
 Company''s wholly-owned subsidiary OMML has issued and allotted
 1,80,00,000 bonus shares to the Company.
 
 During the period under review, the project cost for APNRL''s project of
 270x2 MW Independent Power Producer Plant situated at District
 Saraikela – Kharswan, Jharkhand has been revised. The resultant
 increase in the project cost arising out of the aforesaid revision in
 the project cost has since been duly tied up in terms of equity as also
 in terms of substantial amount of debt. The first phase of Independent
 Power Producer Project having a capacity of 270x1 MW is expected to
 commence by November, 2012.
 
 During the period under review, the Company divested its investment in
 two subsidiaries namely Adhunik Power Transmission Limited and Neepaz
 VForge (India) Limited w.e.f.  31st October, 2011 and 26th April, 2012
 respectively.
 
 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, and Adhunik Power & Natural
 Resources 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 concerned
 subsidiary companies. The consolidated financial statements presented
 by the Company include the financial results of its subsidiary
 companies. The financial results of Adhunik Power Transmission Limited
 and Neepaz VForge (India) Limited upto 31st October, 2011 and 26th
 April, 2012 respectively, i.e. the effective date of disinvestment, are
 included in the consolidated financial statements. 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. 2066.45 lakhs as
 compared with net loss Rs. 52.17 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 extended financial and
 accounting period ended June 30, 2012 is included in the annual
 accounts.
 
 DIRECTORS
 
 During the period under review, Mr. Raghaw Sharan Pandey was appointed
 as an Independent Director of the Board with effect from August 10,
 2011.
 
 In accordance with the provisions of the Companies Act, 1956 and
 Article 152 of the Articles of Association, Mr. Jugal Kishore Agarwal,
 Mr. Nirmal Kumar Agarwal, Mr. Nandanandan Mishra and Mr. S.M. Lakhotia,
 Directors of your Company, retires 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 fifteen months
 period ended June 30, 2012, 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 June 30, 2012 and of the loss 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.  The said report also contain a
 disclosure as required under Part II, Section II , Para 1(C) of
 Schedule XIII pertaining to remuneration to be paid to the Managing
 Director in case of absence or inadequacy of profit.
 
 The requisite certificate from the Auditors of the Company confirming
 compliance with the conditions of Corporate Governance as stipulated
 under the aforesaid 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 extended
 financial and accounting period ended June 30, 2012. 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 shareholders No. of equity shares
 
 Particulars                                No of Share
                                            holders         No of equity
                                                            shares
 
 Aggregate number of shareholders and 
 the outstanding shares in the suspense 
 account lying as on April 1, 2011               4             824
 
 Number of shareholders who approached 
 the Company for transfer of shares from 
 suspense account during the year              Nil             Nil
 
 Number of shareholders to whom shares
 were transferred from the suspense 
 account during the year                       Nil             Nil
 
 Aggregate number of shareholders and 
 the outstanding shares in the suspense 
 account lying as on June 30, 2012.              4             824
 
 The voting rights on the shares outstanding in the suspense account as
 on June 30, 2012 shall remain frozen till the rightful owner of such
 shares claim 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.
 
 As per MCA Circular No. 17/2012 dated 23rd July, 2012, the Companies
 are required to file one Form 5 INV each year for furnishing complete
 information on unpaid/unclaimed amounts lying with companies as on the
 date of Annual General Meeting of that year, in pursuance of Investor
 Education and Protection Fund (uploading of information regarding
 unpaid and unclaimed amounts lying with companies) Rules, 2012. The
 Company has filed the respective Form 5 INV with Ministry of Corporate
 Affairs, West Bengal.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The particulars relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo, as required to be disclosed under
 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 forms part of
 this report.
 
 AUDITORS
 
 M/s. S. R. Batliboi & Co., Chartered Accountants, the Auditors of your
 Company will hold office till the conclusion of the ensuing Annual
 General Meeting. The retiring auditors have not offered themselves for
 reappointment. It is proposed to appoint M/s.  Das & Prasad, Chartered
 Accountants having firm registration no. FRN 303054E allotted by The
 Institute of Chartered Accountants of India (ICAI), as Auditors of your
 Company in place of the retiring auditors. Your Company has obtained a
 written consent form M/s. Das & Prasad, Chartered Accountants to the
 effect that their appointment, if made, will be within the limits
 specified under section 224(1B) of the Companies Act, 1956. The Audit
 Committee and the Board of Directors of your Company recommended the
 appointment of M/s. Das & Prasad, Chartered Accountants as the Auditors
 of your Company.
 
 AUDITORS'' REPORT
 
 The observations of the Auditors are duly dealt in Notes to Accounts
 attached to the Balance Sheet and are self- explanatory in nature.
 
 The Auditors, in their statement under Companies (Auditors Report)
 Order, 2003 annexed to the aforesaid Report, have observed the
 following:- 
 
 a) Delay in few cases in depositing undisputed statutory dues;
 
 b) Certain delays in repayment to banks during the year and the arrears
 of such dues as on the Balance Sheet date; and
 
 Further, the Board of Directors informs that:- a) Delays in few cases
 in depositing undisputed statutory dues have been due to mismatches in
 cash flows
 
 b) Delays in making payment of dues to banks were due to mismatches in
 cash flows;
 
 COST AUDITORS
 
 The Central Government has approved the appointment of M/s.  Chatterjee
 & Co., Cost Accountants of 21/2, Gariahat Road (West), Kolkata – 700
 068, a Cost Audit Firm, as Cost Auditor of the Company w.e.f. 1st
 April, 2011 to carry out audit of cost records of the Company including
 verification of cost accounting records maintained under Section
 209(1)(d) of the Companies Act,1956 and other specific assignments as
 may be discussed and agreed by and between the Cost Auditors and the
 management for conducting Cost Audit for the fifteen months period
 ended June 30, 2012. This is in compliance with General Circular No.
 15/2011 dated 11.04.2011 issued by the Ministry of Corporate Affairs,
 Cost Audit Branch.  period ended June 30, 2012. This is in compliance
 with General Circular No. 15/2011 dated 11.04.2011 issued by the
 Ministry of Corporate Affairs, Cost Audit Branch.
 
 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.
 Employee relations continued to be harmonious during the year. The
 Company''s Performance Management System is bench-marked with prevailing
 best practices. The Company seeks to continuously enhance
 competitiveness and skills of its employees. Employee recognition is
 prompt and rewarding.
 
 The Board wishes to place on record its appreciation for the efforts of
 all its employees.
 
 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.
 
 APPRECIATION
 
 Your Directors wish to place on record their appreciation for the
 support extended to the Company by its lenders, the Central and State
 Governments as well as its business associates. Your Directors also
 thank the members for their continued support.
 
 Registered office            For and on behalf of the Board
 
 14 Netaji Subhas Road 
 
 Kolkata -- 700001 
 
 Date: 29.08.2012                      Ghanshyam Das Agarwal
 
                                                    Chairman