The Members
 
 The Directors have pleasure in presenting the Twenty Sixth Report on
 the business and operations of the Company, along with the Audited
 Statement of Accounts for the Financial Year ended 31st March, 2011.
 
 1.  FINANCIAL RESULTS (Stand Alone Basis):
 
 PARTICULARS                         Year ended           Year ended
                               31st March, 2011     31st March, 2010
                                (Rs. in Crores)       (Rs in Crores)
 
 Gross Sales                           5323.82             4673.87
 
 Gross Profit before                    441.84              450.56
 
 Depreciation and Interest
 
 Less : Interest & Financial 
 Charges                                208.90              185.39
 
 Cash Profit                            232.94              265.17
 
 Less : Depreciation                    119.41              112.70
 
 Profit before Tax                      113.53              152.47
 
 Less : Provision for Tax                36.76               57.98
 
 Add : MAT Credit Entitlement             0.00                7.98
 
 Profit after tax                        76.77              102.47
 
 Balance Carried to Balance Sheet       624.95              566.80
 
 2.  OPERATIONS :
 
 Your Company has achieved a turnover of Rs 5323.82 Crores as against Rs
 4673.87 Crores in the previous year.  Your Company has recorded Profit
 before Tax of Rs 113.53 Crores as against Rs 152.47 Crores in the
 previous year.
 
 Apart from expansion of the existing facilities, your Company is also
 evaluating various opportunities in the different business verticals in
 which it operates. In this endeavor, it is necessary to conserve the
 funds to meet investment opportunities, which your Board believes would
 enhance the shareholder''s value in the long term.  Accordingly, your
 Board has not recommended any dividend for the financial year
 2010-2011.
 
 3.  EXPORTS :
 
 Your Company has exported to 144 countries across the globe and
 continues to expand its reach. Your Company has maintained its presence
 in the International Market inspite of the Global slowdown. This year,
 your Company has serviced 225 export customers internationally.
 
 The Global Economic crisis has adversely affected the International
 business showing negative growth to the tune of 35%. Even in these
 critical times your Company has retained a share of 11% out of total
 Indian Steel Exports. Your Company has entered into exclusive marketing
 and sales arrangements with M/s. ArcelorMittal International for Africa, 
 Middle East, Latin America and CIS countries to take advantage of their 
 local presence and broader customer base in order to improve Sales and
 Profitability. The benefits of the same will accrue in the following
 years.
 
 Your Company has been the recipient of the EEPC Award from the Ministry
 of Commerce and Industry, Government of India, for the 14th consecutive
 year for its outstanding exports performance.
 
 4.  DOMESTIC MARKET :
 
 The Company has focused on the Domestic Market for the last 3 years and
 achieved leadership position. Domestic turnover has risen to 70% of the
 total sales volume in 2010- 2011. A large volume of sale is now being
 generated from the Industrial, Construction and Trade segments.
 Profitability has been better in the Domestic Market due to growing
 economy and boom in Industrial Sector.
 
 The volume increase in sales has been 19% compared to the same period
 last year. The growth in OEM segment is 21% while sale to Trade has
 risen by 18%.
 
 Your Company has increased its penetration and established itself
 firmly in the White Goods Industry. Your Company is now a regular
 supplier to Value Industries (Videocon), W hirlpool, LG Electronics,
 Voltas, Haier Appliances, Samsung, Western Refrigeration and others.
 Your Company supplies to vendors who cater to esteemed customers like
 GE Appliances, Bajaj Electricals, LG and Carrier Aircon.  There is also
 a major increase in business in Automobile Sector with sales to Bajaj
 Auto, Mahindra & Mahindra and the vendors of TATA Motors, Bajaj,
 General Motors, Piaggio, Fiat, Suzuki etc.
 
 During the year, your Company has also established its ‘Uttam Suraksha''
 GC (Galvanised Corrugated Roofing Sheets) brand firmly in the
 Construction segment. It is recognised as one of the major Brands in
 its segment in Domestic Markets like Maharashtra, Madhya Pradesh,
 Gujarat, Andhra Pradesh, Karnataka, Chattisgarh etc.
 
 Your Company has also made inroads into thicker gauge GP (GP produced
 from the state of the art Super Galvanising Line) market by competing
 with Industry majors and supplying to all segments including
 Construction, Panel and Auto both directly and through trade channels.
 
 
 6.  CORPORATE GOVERNANCE :
 
 Your Company has implemented all the mandatory requirements pursuant to
 Clause 49 (as amended) of the Listing Agreement. A detailed report on
 Corporate Governance along with a certificate from the Auditors
 confirming the compliance is annexed hereto and forms part of the
 Directors'' Report as Annexure-III.
 
 7.  DIRECTORS :
 
 Shri S. P. Talwar, Shri A. K. Mahendru and Shri S. G.  Tudekar retire
 by rotation and being eligible have offered themselves for
 re-appointment. The Board of Directors recommends their re-appointment.
 
 Shri Praveen Miglani, Non Executive Director, has resigned from the
 Directorship of the Company w.e.f. 30th May, 2011 due to
 pre-occupation. Your Directors wish to take this opportunity to place
 on record their sincere appreciation and thanks to Shri Praveen Miglani
 for his invaluable contribution made to the Company during his tenure
 as Director.
 
 8.  PARTICULARS OF EMPLOYEES U/S. 217 (2A) OF THE COMPANIES ACT, 1956 :
 
 Information required for particulars of Employees as required under
 Section 217 (2A) of the Companies Act, 1956 is enclosed herewith as
 Annexure – II.
 
 9.  DIRECTORS'' RESPONSIBILITY STATEMENT :
 
 Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000,
 the 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. 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 at 31st March, 2011 and of the Profit and
 Loss Account for the Financial Year 2010-2011 have been made.
 
 iii) Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and
 preventing and detecting fraud and other irregularities.
 
 iv) The Annual Accounts have been prepared on a going concern basis.
 
 v) Proper systems are in place to ensure compliance of all laws
 applicable to the Company.
 
 10.  AUDITOR''S REPORT :
 
 Notes to the Accounts as referred in the Auditor''s Report are self –
 explanatory and therefore, do not call for any further comments or
 explanations.
 
 11.  AUDITOR :
 
 M/s. Prakkash Muni & Associates, Chartered Accountants, the retiring
 Auditor is eligible for re-appointment. The Company has received
 necessary Certificates from the Auditor pursuant to Section 224(1B) of
 the Companies Act, 1956, regarding their eligibility for
 re-appointment. Accordingly, the approval of the Shareholders for the
 re-appointment of M/s.  Prakkash Muni & Associates, Chartered
 Accountants as Auditors of the Company is being sought at the ensuing
 Annual General Meeting. Your Board recommends the appointment of M/s.
 Prakkash Muni & Associates, Chartered Accountants as Auditors of the
 Company.
 
 12.  FIXED DEPOSITS :
 
 Your Company has not accepted Deposits from Public u/s.  58A of the
 Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.
 
 13.  INSURANCE :
 
 Your Company has taken adequate insurance cover for all its assets.
 
 14.  LISTING OF SECURITIES :
 
 The Company''s Equity Shares are Listed on the Bombay Stock Exchange
 (BSE) and the National Stock Exchange (NSE). The Company''s Secured,
 Redeemable, Non- Convertible Debentures are listed on the Wholesale
 Debt Market (WDM) segment of the BSE.
 
 The Company has paid the applicable listing fees for the Financial Year
 2011-2012 to BSE and NSE.
 
 The Equity Shares of the Company have been De-listed from the Delhi
 Stock Exchange Association Ltd and the Foreign Currency Convertible
 Bonds (FCCB''s) of the Company have been De-listed from the Singapore
 Stock Exchange.
 
 15.  DEMAT OF SECURITIES :
 
 Nearly 89.64% of total Equity Share Capital is held in dematerialized
 form with NSDL/CDSL. While the Secured,
 
 Redeemable, Non-Convertible Debentures are entirely held in
 dematerialized Form.
 
 16.  SUBSIDIARY COMPANY :
 
 There are three wholly-owned Subsidiary Companies of the Company namely
 (I) Uttam Galva Holdings Limited in Dubai, (II) Atlantis International
 Services Limited in British Virgin Islands and (III) Uttam Galva Steels
 Netherlands B.V. in Netherlands. Further, Uttam Galva Holdings Limited
 has incorporated a downstream wholly owned Subsidiary Company namely
 Ferro Zinc International FZE in Jebel Ali Free Zone in United Arab
 Emirates.
 
 Pursuant to the General Circular No. 2/2011 dated 8th February, 2011
 issued by the Ministry of Corporate Affairs, the Board of Directors of
 the Company have accorded their consent for not attaching the accounts
 of the aforesaid Subsidiary Companies along with the accounts of your
 Company. However the financial information pertaining to all the
 aforesaid Companies, as required in the aforesaid Circular, is provided
 in the Annual Report of your Company.  Also the accounts of all the
 aforesaid Companies are kept for inspection by any shareholders at the
 head office of your Company. Your Company further undertakes that the
 Annual Accounts of the Subsidiary Companies and the related detailed
 information shall be made available to shareholders of the Company on
 demand.
 
 Apart from the aforesaid subsidiaries, your Company also has two joint
 venture Companies namely, Texturing Technology Private Limited and
 Moira Madhujore Coal Limited.
 
 The Consolidated Audited Annual Accounts of your Company together with
 its subsidiaries and joint venture companies for the Financial Year
 2010-2011 are being published pursuant to Clause 32 of the Listing
 Agreement.
 
 17.  DISCLOSURES :
 
 Information on conservation of energy, technology absorption, foreign
 exchange earnings and outgo required to be given pursuant to section
 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
 Particulars in the Report of the Board of Directors) Rules, 1988 is
 annexed hereto (Annexure – I) and forms part of this report.
 
 18.  ACKNOWLEDGEMENT:
 
 Your Directors would like to express their appreciation to the Central,
 State & Local Governments, Authorities, Regulatory Bodies, Financial
 Institutions, Banks, Customers and the Shareholders of the Company for
 their continued support and co-operation.
 
 Your Directors also place on record their sincere appreciation for the
 total commitment, dedication and hard work put in by every member of
 the Uttam Family.
 
                                        For and on behalf of the Board
 
 Place : Mumbai                                Rajinder Miglani
 
 Date : 30th May, 2011                              Chairman