The Board of Directors of your Company takes pleasure in presenting
 25th Annual Report and audited accounts of your Company for the
 financial year ended 31st March, 2011.
 
 Financial Results
 
                                Stand Alone             Consolidated
 
                          31 March,   31 March,  31 March,   31 March, 
 
                           2011          2010        2011      2010
 
 Gross Sales including 
 inter company/division 
 sales and excise duty     3477.70     2553.77     4389.35    3604.32
 
 Less: Excise Duty          215.53      109.64      221.83     115.92
 
 Less : Inter company/ 
 division sales             735.47      593.74     1120.95     973.99
 
 Net Sales excluding 
 excise duty and inter 
 company/division sales    2526.70     1850.39     3046.57    2514.41
 
 Other Income                27.28       20.16       20.58      25.51
 
 Net Sales and Other 
 Income                    2553.98     1870.55     3067.15    2539.92
 
 Profit Before 
 Depreciation & Tax         321.79      246.46      405.03     369.51
 
 Depreciation               176.49      107.25      200.96     129.47
 
 Profit Before Tax          145.30      139.21      204.07     240.04
 
 Tax expenses (including 
 deferred tax)               45.77       47.00       64.04      68.52
 
 Profit After Tax            99.53       92.21      140.03     171.52
 
 Minority Interest              -          -        (3.00)     (2.90)
 
 Profit after Taxation 
 and Minority interest          -          -        137.03     168.62
 
 Profit Brought Forward 
 from Previous Year          41.12       34.36      212.14     132.08
 Appropriations are made 
 as under:
 
 -General Reserve            50.00       50.00       50.01      50.00
 
 -Transfer to Capital 
 Redemption Reserve             -          -            -        3.00
 
 -Proposed Dividend on 
 Equity Shares and tax 
 thereon                     35.21       35.45       35.30      35.55
 
 -Balance Carried 
 Forward to next year        55.44       41.12      263.86     212.14
 
 
 Dividend
 
 The Board of Directors recommends a dividend, Re 1 per share (100%) on
 the equity shares of the Company for year ended 31st March 2011,
 amounting to Rs 35.21 cr.  including dividend tax, surcharge and cess.
 
 Review of Operations
 
 During 2010-11, your Company recorded a growth of 36.6% by achieving
 net turnover of Rs. 2526.70 cr. as against Rs.  1850.39 cr. in previous
 year. Gross profit achieved during the year was also higher by 38.0% at
 Rs. 496.02 cr. against Rs. 359.49 cr. in the previous year. The gross
 sales before adjustment of inter divisional sales were Rs. 3477.70 cr.,
 which is higher by 36.2% over that in previous year.
 
 The Company achieved profit before tax of Rs. 145.30 cr.  and net
 profit of Rs. 99.53 cr. as against Rs. 139.21 cr. and Rs.92.21 cr. in
 2009-10, recording increase of 4.4% and 7.9% respectively.
 
 The collective turnover of subsidiaries (without inter-
 company/division sales) was however lower by 13.2% at Rs.  911.64 cr.
 against that in previous year of Rs. 1050.55 cr.  in previous year.
 
 At consolidated level, net turnover (net of excise duty and
 inter-company/division sales) stood at Rs. 3046.57 cr.  against Rs.
 2514.41 cr. in 2009-10. Consolidated gross profit increased by 18.6% to
 Rs. 587.31 cr. However, profit before tax and profit after tax
 decreased by 15.0% and 18.4% to Rs. 204.07 cr. and Rs. 140.03 cr.
 respectively.
 
 Projects
 
 The capex plans undertaken by the Company for strengthening its
 advantage of cost competitiveness, are progressing satisfactorily and
 are expected to be commissioned in phases over FY 2011-12 and 2012-13.
 The projects under implementation include setting up of captive
 facilities namely pellet plant, coke oven plant, additional DRI and
 power plants and balancing facilities in Steel and Wire & Wire Ropes
 Divisions.
 
 Business Outlook
 
 While domestic economic conditions have restored to an extent from down
 turn and global economy is also showing signs of possible recovery,
 higher input prices and rising inflation, coupled with volatility in
 prices of finished goods due to external competitive pressures, may
 have impact on profitability in the sector and segments the Company
 operates. However with the advantage of reasonably higher level of
 integration with mineral resources and range of value added products,
 your directors are confident of the Company performing relatively
 better in near future.
 
 Subsidiaries
 
 All the operating subsidiaries of the Company have continued to perform
 well during the year under review. The international subsidiaries
 provide significant synergy and support to the Companys business and
 performance.
 
 Usha Martin International Ltd. and Usha Martin Singapore Pte Ltd.
 wholly owned subsidiaries of the Company have given interim dividends
 of Rs. 10.57 cr. and Rs. 3.52 cr.  respectively during the year under
 review. Brunton Wolf Wire Ropes FZCO, the Joint Venture of the Company,
 has given a dividend of Rs. 2.41 cr. during the year under review.  U M
 Cables Ltd. another wholly owned subsidiary of the Company, has also
 paid dividend of Rs. 0.58 cr. on its outstanding preference shares
 allotted to and entirely held by the Company.
 
 The Statement under Section 212 of the Companies Act, 1956 in respect
 of subsidiaries of the Company is annexed to this Report.
 
 Joint Ventures
 
 All the key joint ventures formed by the Company namely, Pengg Usha
 Martin Wires Pvt. Ltd., Gustav Wolf Speciality Cords Ltd. and Dove
 Airlines Pvt. Ltd., have done reasonably well in the year under review.
 
 TPM & Quality
 
 After getting TPM Excellence Award, Wire Ropes and Speciality Products
 Division received award for Excellence in Consistent TPM Commitment,
 from the Japan Institute of Plant Maintenance [JIPM] during 2009-10.
 Now Wire Ropes and Speciality Products Division plan to go on for
 Deming Award.
 
 Steel Division of the Company, has already received Excellence and
 Consistency awards for total productive maintenance from JIPM.
 
 Steel Division and Wire Ropes & Speciality Products Division continue
 to have certification for its quality management system being in
 accordance with ISO 9001 2000 from BVQI.
 
 The operational excellence recognised by these awards and quality
 management systems have resulted in tangible improvement in quality,
 cost, delivery and safety, besides intangible benefits like motivation
 and empowerment amongst grass root levels.
 
 Environment
 
 All manufacturing plants of your Company are running in an eco-friendly
 manner and have a focus on workplace health and safety.
 
 Steel Division and Speciality Products Divisions continue to enjoy
 Certification under ISO 14001 Environment Management Systems (EMS)
 Standards from Det Norseke Veritas (DNV), of U.K. The effectiveness of
 these systems is evident from reduced oil and water consumption, reuse
 of waste oils and water, utilization of iron containing wastes and
 improved green cover in steel plant site.
 
 Wire Rope & Speciality Products Division has been achieving significant
 improvements in effluent treatment plant to eliminate sludge carry over
 by incorporation of filter press, the output of which is being used for
 non critical applications and continues to target zero discharge
 condition. This Division has also reduced air pollution by converting
 from oil to LPG and eliminating emission of unburnt fuels in
 atmosphere.
 
 Human Resources
 
 The Board of Directors expresses its appreciation for sincere efforts
 made by employees of your Company at all levels during 2010-11 and
 their co-operation in maintaining cordial relations.
 
 Your directors believe and affirm importance of development of human
 resources, which is most valuable and key element in bringing all round
 improvement and achieving growth of business.
 
 The information required under Section 217(2A) of the Companies Act,
 1956 read with Companies (Particulars of Employees) Rules, 1975, forms
 part of this Report.
 
 Deposits
 
 As on 31st March, 2011, there are unclaimed deposits of Rs. 0.08 cr.
 
 Corporate Governance
 
 Your Company has complied with requirements of Clause 49 of Listing
 Agreement and followed practice of getting disclosures from directors
 and senior management personnel relating to any material financial and
 commercial transactions where they have any personal interest with a
 potential conflict with interest of the Company at large. Your Company
 recognizes importance of good Corporate Governance as step for building
 stakeholders confidence, improving investor protection and enhancing
 long-term enterprise value.
 
 A detailed report on Corporate Governance is annexed.
 
 Directors
 
 Mr. P Jhawar, Mr. A K Basu, Mr. S Singhal and Dr. Vijay Sharma are
 retiring by rotation.
 
 Mr. N J Jhaveri retired by rotation in last annual general meeting.
 Your directors place on record their warm appreciation for contribution
 made by him in progress and growth of the Company.
 
 During the year under review, Mr. Jitender Balakrishnan was inducted as
 Director in Board of Directors of the Company. The Board appointed him
 as Chairman of the Audit Committee, filling up vacancy caused by
 retirement of Mr. N J Jhaveri.
 
 Subsequent to resolution passed by the shareholders in Annual General
 Meeting held on 27th July, 2010, for payment of commission to Mr.
 Prashant Jhawar @ 1.5% of net profits of the Company for each of five
 financial years commencing from 1st April, 2010, approval from Central
 Government has since been received.
 
 Directors Responsibility Statement
 
 Pursuant to requirements under Section 217 (2AA) of the Companies Act,
 1956 with respect to Directors Responsibility Statement, it is hereby
 confirmed that:
 
 (i) the applicable accounting standards have been followed in
 preparation of annual accounts for financial year ended 31st March,
 2011 and proper explanations have been furnished relating to material
 departures;
 
 (ii) the accounting policies have been selected and applied
 consistently and reasonably and prudent judgments and estimates have
 been made so as to give a true and fair view of state of affairs of the
 Company at end of financial year and of profit of the Company for year
 under review;
 
 (iii) the proper and sufficient care has been taken for maintenance of
 adequate accounting records in accordance with provisions of the
 Companies Act, 1956 for safeguarding assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 (iv) the annual accounts for financial year ended 31st March, 2011 have
 been prepared on a going concern basis.
 
 CEO / CFO Certification
 
 The Managing Director and Chief Financial Officer of the Company
 submitted a certificate to Board of Directors as required under Clause
 49 of Listing Agreement for the year ended 31st March, 2011.
 
 Additional Disclosures
 
 In line with requirements of Listing Agreements and Accounting
 Standards issued by the Institute of Chartered Accountants of India,
 your Company made additional disclosures in respect of Consolidated
 Financial Statements, Related Party Transactions and Segmental
 Reporting.
 
 Auditors
 
 The auditors, M/s. Price Waterhouse, Chartered Accountants, retire at
 conclusion of forthcoming Annual General Meeting and being eligible,
 have offered themselves for re- appointment.
 
 Cost Auditors
 
 During the year, Board appointed M/s. Guha, Ghosh, Kar & Associates,
 Cost Accountants, to conduct cost audit of the Company. The Company has
 already received approval from the Central Government for financial
 year 2010-11.
 
 Energy Conservation
 
 As required under Section 217(1)(e) of the Companies Act, 1956, details
 regarding conservation of energy, technology absorption and foreign
 exchange earning and outgo are given in the annexure attached hereto
 and form part of this Report.
 
 Corporate Social Responsibility
 
 Your Company has always been aware about its responsibility to the
 society and accordingly been giving very high priority and commitment
 towards discharge of the same.
 
 A detailed report on various initiatives in this regard is attached and
 forms part of this report.
 
 Appreciation
 
 Your directors place on record their appreciation for valuable
 co-operation and support of customers, suppliers, contractors,
 shareholders, investors, government authorities, financial
 institutions, banks, partners and collaborators.
 
                                On behalf of the Board of Directors
 
 Kolkata                                                   P Jhawar
 
 11th May 2011                                             Chairman