Dear Shareholders,

The Directors are pleased to present the 16th Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2016.

Financial Highlights

(Rs. in Crores)

FINANCIAL AND OPERATIONAL REVIEW

During the year under review the Company has achieved a total revenue from Operation of Rs. 1430.24 Crores (P.Y. Rs. 1875.42). The company incurred a net loss of Rs. 484.07 Crores due to huge finance cost, increase in input cost and lower realizations owing to availability of cheaper steel imports etc.

The plant at Haldia has been put under suspension of work since 01.07.2015 mainly on account of substantial gap in Tariff of Electricity by West Bengal State Electricity Distribution Company Limited (WBSEDCL) and Damodar Valley Corporation (DVC). For the Haldia Plant, the company had to procure electricity from WBSEDCL, whose rate is 30% higher compared to DVC and as a result the Company was incurring huge losses.

State Bank of India, the leader of Consortium of Lenders Banks in the meeting of Joint Lenders Forum (JLF) decided to invoke SDR against the Company w.e.f. 30th November, 2015. The scheme, however, has not been implemented so far.

DIVIDEND

In view of the huge losses incurred by the Company, the Directors of the Company do not recommend any Dividend for the financial year 2015-16.

TRANSFER TO RESERVE

In view of the huge losses incurred by the Company during the year under review, no amount has been transferred to reserves.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance of provisions of Companies Act, 2013 Mr. Suresh Kumar Patni (DIN: 00032674), retires by rotation and being eligible, offers himself for re-appointment.

Mr. R.K. Burnwal was appointed as an Additional Director and also Executive Director (Works) by the Board on 24.03.2016. Subsequently consent of Shareholder was obtained by means of Postal Ballot held on 13.05.2016 for his appointment as Executive Director (works) liable to retire by rotation.

Mr. Venkata Bhaskara Rao Maddala (DIN: 01526381), who was appointed as a non executive director by shareholders in last AGM had expressed his unwillingness to continue as a director of the Company and consequently resigned on 14.11.2015.

Mr. Dinesh Biyanee (DIN: 00122369), Executive Director of the Company had also expressed his unwillingness to continue as director and tendered his resignation on 31.03.2016.

Mr. Parama Bhattaraka Lahiri (DIN: 01717273), was appointed as a Nominee Director by the Board w.e.f. 30.09.2015 representing State Bank of India. Mr. Parama Bhattaraka Lahiri shall not be liable to retirement by rotation and shall not require to hold any qualification shares.

Mr. Ankit Patni (DIN:00034907) who was appointed by the Board of Directors as an Additional Director of the Company with effect from September 30, 2015 and who holds office upto the date of this ensuing Annual General Meeting being eligible, consented himself for appointment as a Non-Executive Non-Independent Director liable to retire by rotation. Subsequently the Board of directors in its meeting held on 29.08.2016 has appointed him as Managing director w.e.f. 29.08.2016 liable to retire by rotation subject to approval of the Central Government and Shareholders.

The brief particulars of the Directors seeking their appointment/re-appointment have been given in the notice convening the ensuing Annual General Meeting and is annexed to the notice as required in terms of Regulation 36(3) of the SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015 (‘SEBI Listing Regulations') and the Board recommends their appointment/re-appointment as set out in the notice.

There was no change in other Directors & Key Managerial Personnel.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act, 2013, your Directors confirm:

a. that in the preparation of the Annual Accounts, for the Year ended 31st March, 2016 the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. that they have selected such Accounting Policies and applied them 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 at end of financial year and of the profit or loss of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the accounts for the financial year ended on 31st March, 2016 on a 'going concern' basis.;

e. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively and

f. that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The details of the number of meetings of the Board of Directors held during the financial year 2015-16 forms a part of the Corporate Governance Report.

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations with Stock Exchanges.

NOMINATION & REMUNERATION POLICY

The Company's Nomination & Remuneration Policy and other matters provided under Section 178(3) of the Act, has been disclosed in the Corporate Governance Report which form part of Directors Report.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the functioning of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non-Independent Directors, the details of which are covered in the Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDA)

The details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analyzed in the Management Discussion and Analysis Report section which forms a part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (Listing Regulations), the Corporate Governance Report and the Auditors' Certificate regarding compliance of conditions of Corporate Governance are annexed to this report.

SUBSIDIARIES

As on 31st March, 2016, the Company has 2 (two) Subsidiaries i.e. M/s. SKP Overseas Pte. Ltd. (Wholly Owned Subsidiary) and M/s. PT Bara Prima Mandiri of Indonesia (Step down subsidiary). There is no change in the status of the holding in the financial year under review.

Pursuant to the provisions of Section 129(3) of the Act, this requires attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are included in this Annual Report. The financial data of the Subsidiaries forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

As per requirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

CREDIT RATING

The Company's credit rating for Long-Term Loans & Fund Based Limits has been revised to '[ICRA] D' and Short-Term Limits has been revised to '[ICRA] D', by ICRA Limited.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from the public and as such, no amount of principal and interest was outstanding as on the date of the Balance Sheet.

INSURANCE

The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, are adequately insured.

AWARDS & ACHIEVEMENTS

During the year under review the Company was awarded for Export Excellence by EEPC INDIA for highest exporter in the product group Thrust Markets for Thrust Products in the large enterprise category for the outstanding contribution to Engineering Exports during year 2013-14 in Ferro Alloy Segment (Eastern Region).

CHANGE IN CAPITAL STRUCTURE & MEMORANDUM OF ASSOCIATION

During the year under review, Shareholders of the Company at their meeting of Postal Ballot held on 13.05.2016 have approved increase in the Authorized Share Capital of the Company from '185,0000,000 (Rupees One Hundred Eighty Five Crores only) divided into 18,5000,000 (Eighteen Crores Fifty Lacs) Equity Shares of Rs. 10/- each to Rs. 415,00,00,000 (Rupees Four Hundred Fifteen Crores only) divided into 415,00,0000 ( Forty-one Crores Fifty Lacs) Equity Shares of Rs. 10/- each by creation of 230,000,000 (Twenty Three Crores) Equity Shares of Rs. 10/- each pursuant to invocation of SDR Scheme .

As the implementation of SDR has been kept in abeyance by the Lenders, the Authorised Capital has not been increased by the Company.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the financial year ended on 31.03.2016 in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an Annexure-I to the Directors. Report and form part of this Annual Report.

AUDITORS AND AUDITORS' REPORT

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. R. Kothari & Co., Chartered Accountants (FRN:307069E) , were appointed as Statutory Auditors of the Company until the conclusion of the Nineteenth (19th) AGM of the Company, subject to ratification by members at every Annual General Meeting. The Company has received a confirmation from M/s. R. Kothari & Company, Chartered Accountants, to this effect that their appointment, if ratified, would be within the limits prescribed under section 139 of the Companies Act, 2013 and the rules framed there under and in accordance with section 141 of the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Observations of the Auditors M/s. R. Kothari & Co, Chartered Accountants, on Standalone Financial Statement of the Company have been dealt with in the Accounts annexed as note which are self explanatory and do not call for any further comments.

Observations & comments of the Auditors M/s. R. Kothari & Co., Chartered Accountants, on Consolidated Financial Statements of the Company and comments of Board of directors have been dealt hereunder:

The Auditors of the Company's subsidiary viz., M/s SKP Overseas Pte Ltd. have qualified their Report by disclaimer of Opinion with remarks that (i) they have not sited any audit evidence relating to the investments in PT Pacific Samudra Perkasa amounting to USD 60 lacs (INR 3979.97 lacs) and they are not in a position to determine whether the company needs to provide for any possible impairment loss relating to the investment, (ii) They are not in position to determine whether any provision is required for doubtful debts for other receivable amounting to USD 126.24 lacs (INR 8373.85 lacs),(iii) the Company has not provided for impairment loss on investment in the subsidiary amounting to USD 59 lacs (INR 3913.64 lacs) due to loss in the subsidiary resulting in negative net worth and (iv) they are of opinion that the deferred expenditure amounting to USD 37.78 lacs (INR 2506.26 lacs) should be written off as the director are unable to provide audit evidence to confirm the reasonableness of the amount stated in the financial statement.

The Board of Directors comments are (i) Investment are secured by way of pledge of the Bonds of the Investee for acquiring economic interest in a coal mine to the extent of investment made by the Company, (ii) Appropriate steps have been taken for recovery of doubtful debtors, (iii) the value of mine in possession of the subsidiary (not reflect in books) is quite sufficient and impairment is not required and (iv) the amount stated as deferred expenditure is actual and reasonableness and once the production commences it can be recovered.

INTERNAL AUDITORS

M/s. NR & Associates, Cost Accountants, has been appointed as Internal Auditors of the Company for the Financial Year 2016-17.

COST AUDITORS

In terms of section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has appointed Mr. S .B. & Associates, Cost Accountant (FRN No.00109), as Cost Auditor of the Company, at a remuneration of Rs. 35,000/- plus applicable taxes and reimbursement of out of pocket expenses incurred by them to conduct an audit of the cost accounting records maintained by the Company for the Financial year beginning from 01.04.2016 and ending on 31.03.2017.

As required under Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditor is being placed at the ensuing Annual General Meeting for ratification by the members.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Financial Controls (IFC) and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

The financial control system and framework is required to ensure:

- The orderly and efficient conduct of its business,

- Safeguarding of its assets,

- The prevention and detection of frauds and errors,

- The accuracy and completeness of the accounting records and

- The timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as part of Internal Affairs and Financial Control (IAFC) framework and take necessary corrective actions, where weaknesses are identified as a result of such reviews. This review covers entity level controls, fraud risk controls and information technology environment.

The Policies and procedure adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the Company's policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information. Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect our IFC. The management has also come to the conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

The Statutory Auditor of the Company has audited the IFC over Financial Reporting and their Audit Report is annexed as Annexure-B to the Independent Auditors' Report under Financial Statements.

AUDIT COMMITTEE

The details pertaining to composition and terms of reference of the Audit Committee are included in the Corporate Governance Report, which form part of this report.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to composition and terms of reference of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which form part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to composition and other matters of the Stakeholders Relationship Committee are included in the Corporate Governance Report, which form part of this report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

The details pertaining to composition and other matters of the Corporate Social Responsibility Committee (CSR Committee) are included in the Corporate Governance Report, which form part of this report.

VIGIL MECHANISM POLICY

In compliance with provisions of the Section 177(9) of the Companies Act, 2013, and the Listing Agreement, the Company has formulated a Vigil Mechanism Policy for Directors and employees to report their genuine concerns, details of which has been given in the Corporate Governance Report annexed to this report and also posted on the website of the Company.

RISK MANAGEMENT POLICY

The Company has a Risk Management framework in place which is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan which is reviewed by the Audit Committee and approved by the Board from time to time. All identified risks are categorized based on a matrix of likelihood of occurrence and impact thereof and a mitigation plan is worked out to the extent possible. Major risks in particular areas monitored regularly and the Board of Directors of the Company is kept abreast.

EXECUTIVE COMMITTEE

The details pertaining to composition and terms of reference of the Executive Committee are included in the Corporate Governance Report, which form part of this report.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the financial year 2015-16 had familiarised the Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarise them with the Company's policies, procedures and practices.

Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, business strategy and risks involved.

SECRETARIAL AUDITORS & REPORT

The Company appointed M/s. A J & Associates, Practising Company Secretary, (Membership No. FCS 4975 and Certificate of Practice No. 3426) as the Secretarial Auditor of your Company for FY 2015-16 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed as Annexure-II and forms part of the Report.

SECRETARIAL AUDITOR OBSERVATION

The Secretarial Auditor has the following observations in Form MR-3 enclosed as Annexure-II.

(i) Form MGT-14 for Appointment of Internal Auditor u/s 138 for the year 2015-16 is yet to be filed

(ii) Certain Form MR 1 for appointment of KMP during 2015-16 is yet to be filed.

(iii) It was noted that the company has complied the Secretarial Standard issued by the ICSI to a large extent; however the stricter implementation of the Secretarial Standards is yet to be observed by the Company.

(iv) It has been observed that the company has defaulted in the payments of statutory dues within the prescribed time.

(v) There has been some instances where the Forms were filed with some delay, thereby paying the additional fees. Our Comments are as under:

(i) Owing to technical glitches at MCA Portal throughout the last year, the filings were failing at many times. This led to confusion at our end and the Form was not filed, steps will be taken to file the same.

(ii) Owing to technical glitches at MCA Portal throughout the last year, the filings were failing at many times. This led to confusion at our end and the Form MR 1 was not filed, steps will be taken to file the same.

(iii) As the Secretarial Standards were issued in the current year only, we are trying our level best to implement these in entirety in the near future.

(iv) Statutory payments were delayed mainly due to poor liquidity position.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year were on an arm's length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company's materiality of related party transactions. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

The Policy on materiality of related party transaction as approved by the Board may be accessed on the Company's Website www.rohitferrotech.com. Your Directors drew attention of the members to Note 36 to the Financial Statement which sets out related party disclosures.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 if any, are given in the notes to the Financial Statement.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

During the year under review, your company transferred a sum of Rs. 2,19,925.00 (Rupees Two Lacs Nineteen Thousand Nine Hundred Twenty five only) to IEPF of the Central Government, being the dividend amount pertaining to the financial year ended on 31.03.2008, which was due and payable and remained unclaimed and unpaid for a period of 7 years as provided in Section 205A and 205C of the Companies Act 1956 read with the Investor Education & Protection Fund ( Awareness and Protection of Investors) Rules, 2001.

PARTICULARS OF EMPLOYEES

As required under provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees concerned forms a part of the Board's Report as Annexure-III.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of the Board's Report as Annexure-IV.

DETAILS OF SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATION

To the best of our knowledge the Company has not received any such order by Regulators, Courts or Tribunals during the year under review which may impact the going concern status or the Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

- Consequent upon invocation of SDR by Lenders, necessary approvals were obtained for issuance of 22,50,00,000 shares to Lenders through conversion of part of debt and also issuance of 7,28,00,000 shares to Promoters by converting the Unsecured loans. Subsequently, the allotment to Lenders by conversion of debt was advised to be kept in abeyance by the Lenders. However, the Lenders advised the Company to allot 1,36,57,001 shares to Promoters by converting a part of the Unsecured loan. The allotment would be well within the permissible ratio of Promoter and Public holding of 75: 25. The Board has since allotted the shares as advised by Lenders.

- The Authorized Capital of the Company has been increased pursuant to SDR Scheme as invoked to Rs. 415, 00,00,000 (Rupees Four Hundred Fifteen Crores only) divided into 415,000,000 (Forty-one Crores Fifty Lacs) Equity Shares of Rs. 10/- each by creation of 230,000,000 (Twenty Three Crores) Equity Shares of Rs. 10/- each. However, as the implementation was subsequently kept in abeyance by the Lenders, the Capital has not been increased by the Company.

- The Company has become a sick industrial company as per Section 3(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 as the accumulated losses of the Company at the end of Financial Year 31.03.2016 exceeded its entire net worth as per Audited Financial Statement as on 31.03.2016. The Company will make reference to the Board for Industrial and Financial Reconstruction (BIFR) under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985.

- As per Companies (Indian Accounting Standard) (Ind AS), every listed Company and their holding and subsidiary companies (other than banking companies, insurance companies and non banking financial companies) are required to comply with Ind AS in the preparation of their financial statements for accounting periods beginning on or after April, 2016, with the comparatives for the periods ending March, 2016. Accordingly the Company has adopted Ind AS with effect from April 1, 2016. The Company has devised a suitable implementation plan for adoption of Ind AS.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

As required under provisions of Section 134 of the Companies Act, 2013 and read with Rule 8(3) of the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the 'Annexure-V' which is annexed hereto and forms part of the Board's Report.

GREEN INITIATIVE

The Company welcomes and supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report to shareholders at their e-mail address previously registered with the DPs/Company/RTAs. Those holding shares in demat form can register their e-mail address with their concerned DPs. To support the 'Green Initiative', the Members who have not registered their e-mail addresses are requested to register the same with Registrar and Share Transfer Agent/Depositories for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically.

INDUSTRIAL RELATIONS

During the year under review industrial relations and the Company's manufacturing complexes were remained cordial. APPRECIATION

The Directors wish to place on record their sincere appreciation for the continued assistance and co-operation extended to the Company by the Shareholders, Regulatory & Government Authorities, Suppliers, Customers and Bankers and to other entire workforce including valuable contribution of the employees at all levels who are continuing their assistance to the Company.

For and on behalf of the Board

Rohit Ferro-Tech Limited

Suresh Kumar Patni

Kolkata,

29th August, 2016 Chairman