The Board of Directors of your Company takes pleasure in presenting
 26th Annual Report and audited accounts of your Company for the
 financial year ended 31st March, 2012.
 
                                                       (Rs. in Cr.)
 
 Financial 
 
                        31 March,   31 March,   31 March,   31 March,
                            2012        2011        2012        2011
 
 Gross Sales 
 including inter 
 company/division 
 sales and excise 
 duty                    3920.16     3475.71     4932.00     4406.66
 
 Less: Excise Duty        243.87      215.53      253.92      221.83
 
 Less : Intercompany/ 
 division sales           839.40      735.47     1317.26     1140.24
 
 Net Sales excluding 
 excise duty and inter 
 company/
 division sales          2836.89     2524.71     3360.82     3044.59
 
 Other Income              42.64       48.81       63.94       43.02
 
 Net Sales and 
 Other Income            2879.53     2573.52     3424.76     3087.61
 
 Profit Before 
 Depreciation & Tax       153.95      321.79      234.11      405.03
 
 Depreciation             197.76      176.49      222.71      200.96
 
 Profit Before Tax      (-)43.81      145.30       11.40      204.07
 
 Tax expenses 
 (including 
 deferred tax)          (-)11.04       45.77        4.78       64.04
 
 Profit After Tax       (-)32.77       99.53        6.62      140.03
 
 Minority Interest                               (-)3.01     (-)3.00
 
 Profit after Taxation 
 and Minority interest                              3.61      137.03
 
 Profit Brought Forward 
 from Previous Year        55.44       41.11      263.86      212.14
 Appropriations are 
 made as under:
 
 -General Reserve                      50.00                   50.01 
 Transfer to Capital 
 Redemption Reserve
 
 -Proposed Dividend on 
 Equity Shares and tax 
 thereon                               35.20        0.09      35.30
 
 -Balance Carried 
 Forward 
 to next year              22.67       55.44      267.38     263.86
 
 Review of Operations
 
 During the financial year 2011-12, the Company has faced challenges of
 high cost of inputs which could not be passed on to customers due to
 difficult business environment. In addition, Usha Siam Steel Industries
 Public Company Limited, a subsidiary of the Company remained out of
 operation for sizeable part in second half of year due to unprecedented
 floods in Thailand.
 
 As a result, the Company''s operating profit reduced to Rs.497.76 Crs.
 on consolidated basis and Rs.408.80 Crs on standalone basis from
 Rs.595.03 Crs and Rs.504.05 Crs respectively. The impact on profit
 before and after tax was even more severe. On consolidated basis, the
 Company could achieve profit after tax and minority interest of Rs.3.61
 Crs. against Rs.137.03 Crs. in previous year. On standalone basis,
 there was loss after tax of Rs.32.77 Crs against profit after tax of
 Rs.99.53 Crs. in the previous year.
 
 The turnover, however, increased to Rs.3360.82 Crs on consolidated
 basis and Rs.2836.89 Crs on standalone basis during the year against
 Rs.3044.59 Crs and Rs.2524.71 Crs respectively in the previous year.
 
 Dividend
 
 Under the circumstances, the Board of Directors express their inability
 to recommend payment of any dividend to shareholders for the year ended
 31st March, 2012.
 
 Projects
 
 The capex plans undertaken by the Company to further perpetuate the
 advantage of cost competiveness are under various stages of
 implementation and are expected to be commissioned in phases over FY
 2012-13 and 2013-14.  The projects under implementation include
 pelletisation plant, coke oven, 2 DRI plants and Waste Heat based 65 MW
 Captive Power plants and other related projects. Upon completion, these
 projects would significantly strengthen cost base, which in turn would
 enhance profitability and competitiveness.
 
 Business Outlook
 
 The business conditions continue to remain sub-optimal amidst global
 and domestic challenges. While in inflationary economy, costs may rise
 further, uncertain business environment (which disturbs chain of
 economic activities) reduces ability to resist against such adverse
 pressures.  However, the Company believes that with the hope of
 Government taking suitable initiatives to restore confidence and
 environment conducive for growth, the inherent advantages of business
 model, would enable the Company to improve its performance in FY 12-13
 and subsequent years.
 
 Subsidiaries
 
 The international subsidiaries provide significant synergy and support
 to the Company''s business and performance. All the operating
 subsidiaries of the Company have continued to perform reasonably well
 during the year under review.
 
 The facilities of Usha Siam Steel Industries Public Company Limited
 [USSIL], a key subsidiary of the Company became in-operational due to
 unprecedented floods in Thailand in October''11 which inundated all
 major industrial areas of Thailand for over 2 months. The Navanakorn
 Industrial Area, where USSIL''s facilities are located, had water
 accumulation of more than 6 ft. The industrial activities and other
 operations suffered for over 4 months. After receding of water, the
 restoration of normalcy in industrial activities is still under way in
 other parts, USSIL could start partial operations in February''12. Full
 level of activities are expected to be resumed by second quarter of FY
 12-13. The insurance policy taken by USSIL covers consequential losses
 to assets and profits out of flood and other perils.
 
 The Statement under Section 212 of the Companies Act, 1956 in respect
 of subsidiaries of the Company is given separately.
 
 Joint Ventures
 
 All the key joint ventures formed by the Company namely, Pengg Usha
 Martin Wires Pvt. Ltd., Gustav Wolf Specialty Cords Ltd. and Dove
 Airlines Pvt. Ltd., have done reasonably well in the year under review.
 
 TPM & Quality
 
 The Company attaches high importance to quality and TPM in all its
 operations for achieving tangible and intangible benefits to ensure
 operational excellence.
 
 Steel Division and Wire Ropes & Specialty Products Division continue
 to have certification for its quality management systems being in
 accordance with ISO 9001 2000 from BVQI.
 
 Both Steel Division & Wire Ropes and Specialty Products Division had
 received consistency awards for Total Productive Maintenance from JIPM.
 
 Environment
 
 All manufacturing plants have a focus on workplace health and safety.
 
 Steel Division and Wire Ropes & Specialty Products Division 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 & Specialty 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 un-burnt fuels in
 atmosphere.
 
 Human Resources
 
 The Board of Directors express their appreciation for sincere efforts
 made by employees of your Company at all levels during 2011-12 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.
 
 USSIL, subsidiary of the Company, was awarded ''Outstanding
 Establishment on Labour Relation & Welfare'' by Ministry of Labour,
 Royal Thai Government for the years 2008, 2009, 2010 and 2011.
 
 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, 2012, there are unclaimed deposits of Rs.0.04 Crs.
 
 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 of interest with the Company at large. Your Company
 recognizes importance of good Corporate Governance as a step for
 building stakeholders'' confidence, improving investor protection and
 enhancing long-term enterprise value.
 
 A detailed report on Corporate Governance is annexed.
 
 Directors
 
 Mr. B K Jhawar, Mr Brij K Jhawar, Mr P K Jain and Mr A K Chaudhri are
 retiring by rotation.
 
 Mr. A K Basu 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, Dr P
 Bhattacharya, Jt Managing Director retired from the services of the
 Company on attaining the age of superannuation.  Your directors place
 on record their warm appreciation for contribution made by him in
 progress and growth of the Company, With effect from 1st February,
 2012, Dr. Vijay Sharma and Mr. P K Jain, Executive Directors were
 designated as Jt. Managing Director [Steel Business] and Jt. Managing
 Director [Wire & Wire Ropes Business] respectively.
 
 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,
 2012 and proper explanations have been furnished relating to material
 departures ;
 
 (ii) the accounting policies have been selected and applied
 consistently and reasonably except to the extent of change in
 Accounting Policy mentioned hereinafter, 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, 2012 have
 been prepared on a going concern basis.
 
 Accounting Policy
 
 During the year, there has been a sharp depreciation in value of INR
 against US $ and other global currencies. Recognizing severity of the
 impact, Ministry of Corporate Affairs has amended AS-11, allowing an
 option to corporate to account for change in value of long term loans
 to respective fixed assets and depreciate over life of such assets if
 the loan is for acquisition of fixed assets, and in case of other
 loans, to Foreign Currency Monetary Item Translation Difference Account
 and amortize over balance period of liability. The Company has decided
 to exercise this option and accordingly there has been a change in
 Accounting Policy,
 
 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, 2012.
 
 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.
 
 Your directors invite your attention to note 41 to the accounts,
 referred to by Auditors in para 4 of their report.  These notes are
 self explanatory and along with explanations given hereinabove under
 respective heads, provide required clarifications on references made by
 Auditors.
 
 Cost Auditors
 
 During the year, Board appointed M/s. Guha, Ghosh, Kar & Associates,
 Cost Accountants, to conduct cost audit of the Company.  The Company
 filed application with Central Government for financial year 2011-12
 for appointment of Cost Auditor and the approval is deemed to have been
 received.
 
 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 alive to its'' responsibility to the
 society and accordingly been giving very high priority and commitment
 towards discharge of the same.
 
 USSIL was awarded TLS 8001-2010 Certificate for having achieved
 requirements of Thai Corporate Social Responsibility by Ministry of
 Labour, Royal Thai Government.
 
 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
 
 10th May 2012                                                  Chairman