To The Members of AMFORGE INDUSTRIES LIMITED
 
 The Directors hereby present the 40th Annual Report and audited
 statement of accounts for the year ended 31st March, 2012.
 
 FINANCIAL HIGHLIGHTS:
 
                                                       (Rs. in 000''s)
 
                                               2011-12       2010-11
 
 Total Income                                 43961.08      22836.36
 
 Earning before Interest, Depreciation, 
 Exceptional items and Tax.                  (29724.07)    (77769.00)
 
 Less: Depreciation                            3855.80       8862.53
 
 Profit/(Loss) before Interest, 
 Exceptional items and tax                   (33579.87)    (86631.53)
 
 Less: Interest and Finance cost               7267.79       8862.53
 
 Profit/(Loss) before Exceptional items 
 and tax                                     (40847.66)    (95595.95)
 
 Less: Exceptional items                      55596.56      19179.76
 
 Profit/(Loss) before tax                     14748.90     (76416.19)
 
 Provision for Current Tax                     3030.27         36.13
 
 Provision for Deferred Tax                   19558.00     (22446.00)
 
 Profit/(Loss) after Tax                      (7839.37)    (54006.32)
 
 Balance of Profit/(Loss) brought 
 forward from previous year                 (416089.04)   (362082.72)
 
 (Loss) carried to Balance Sheet            (423928.41)   (416089.04)
 
 FINANCIALS:
 
 During the year under review, your Company registered a total income of
 Rs. 43961.08 thousands as against Rs. 22836.36 thousands in the
 previous year and Earning Profit/(Loss) before Interest, Depreciation,
 Exceptional items and tax (Rs. 29724.07) thousands as against (Rs.
 77769) thousands in the previous year.  The Profit before tax for the
 year is Rs. 14748.90 thousands as against Loss of (Rs. 76416.19)
 thousands in the previous year.
 
 DIVIDEND:
 
 No dividend is recommended due to accumulated losses for the year under
 review.
 
 PUBLIC DEPOSITS:
 
 The Company has not accepted any deposits from the public during the
 financial year.
 
 DIRECTORS:
 
 Shri. Rakesh Khanna, who retires by rotation and being eligible, offers
 himself for re-appointment.  Shri. Bhushanlal Gupta, who retires by
 rotation and being eligible, offers himself for re-appointment.
 
 Shri. Puneet Makar has been reappointed as Managing Director of the
 Company for a period of three (3) years w.e.f. 2nd February, 2012 by
 the Board of Directors in their meeting held on 1st February, 2012 on
 the terms and conditions including remuneration, as approved by the
 Remuneration Committee of the Board of Directors, subject to approval
 of the shareholders of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 As required under Section 217(2AA) of the Companies Act, 1956, your
 Directors confirm that:- 
 
 i.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed.
 
 ii. Appropriate accounting policies have been selected and applied
 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 on 31st March, 2012 and of the loss of the Company for
 the year ended on that date.
 
 iii. Proper and sufficient care has been taken for maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the company and
 other irregularities.
 
 iv. The annual accounts have been prepared on a going concern basis.
 
 AUDITORS:
 
 M/s. Bansal & Associates, Chartered Accountants, retire at the ensuing
 Annual General Meeting and being eligible offer themselves for
 reappointment in accordance with the provisions of the Companies Act,
 1956.
 
 AUDITORS REPORT:
 
 The Directors give the following comments on Para - 4 of the Auditor''s
 Report:
 
 The production at Chinchwad plant was suspended, from December, 2008
 due to the major recession in the automobile industry. In May, 2009 a
 lock out had to be declared at the plant, because of labour unrest.
 Since there was no manufacturing activity at the plant and in order to
 settle the workmen''s dues, which were overburdening the Company''s
 financials, the assets of the Chinchwad plant were disposed of.
 
 As far as Accumulated losses, these were mainly due to the absence of
 revenue from the manufacturing operations, and the expenses incurred on
 settlement of the workmen''s and other statutory dues. With regard to
 the Debt Assignment, the Board of Directors after due consideration and
 based on the commercial viability, decided to assign the debt.
 
 Subsequent to the disposal of the assets at its plant, the Company
 continues its trading activities, and is also exploring other business
 avenues, in terms of the Memorandum of Association of the Company.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS
 AND OUTGO:
 
 The Company has ceased to carry on any manufacturing activity for last
 three years. As such there is nothing further to report on Conservation
 of Energy and Technology Absorption.
 
 Foreign Exchange Earning : Nil
 
 Foreign Exchange Outgo   : Nil
 
 MANAGEMENT DISCUSSION AND ANALYSES:
 
 Pursuant to Clause-49 of the Listing Agreement with the Bombay Stock
 Exchange Limited, the Management Discussion and Analysis (MDA) is
 required to be annexed to this report. There is nothing to report as
 the company has disposed of its assets at its only plant at Chinchwad
 during the year subsequent to closure of manufacturing activities.
 However, the company continued trading activities.
 
 Also the company is exploring other business activities in terms of the
 Memorandum of Association of the Company.
 
 EMPLOYEES:
 
 The company has no employees in respect of whom information under
 Sub-section (2A) of Section 217 of the Companies Act, 1956 read with
 the Companies (Particulars of Employees) Rules, 1975 and amended as on
 date is required to be furnished.
 
 CORPORATE GOVERNANCE:
 
 Pursuant to Clause-49 of the Listing Agreement, a report on Corporate
 Governance is annexed to this report, as Annexure–1.
 
 COMPLIANCE CERTIFICATES:
 
 Pursuant to Clause 49 of the Listing Agreement and Section 383A of the
 Companies Act, 1956, certificates issued by Practicing Company
 Secretary are annexed to this report, as Annexure-2 and 3 respectively.
 
 ACKNOWLEDGMENT:
 
 Your Directors wish to place on record their sincere thanks to all
 members and employees for their continued support and co-operation.
 
                         For and on behalf of the Board of Directors
 
                                                        Puneet Makar 
                                        Chairman & Managing Director
 
 Place: Mumbai 
 Date : 29-05-2012