AFFLUENCE

NOTICE Notice is hereby given that the Annual General Meeting of the Members of the Company, will be held on Saturday the 28th day of September, 2013 at 5.00 P.M. at the Registered Office at 17 Matr Chhaya Society, Nagar Road, Kalyani Nagar, Pune-411001, Maharashtra to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2013 and Profit and Loss Account as on the date and the reports of the Directors and Auditor’s thereon for the period ended on 31st March, 2013. 2. To appoint a Director in place of Mr. Amit Kumar who retires by rotation and being eligible, offer himself for reappointment. 3. To appoint Auditors, M/S. Madan Pal & Co, Chartered Accountant, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting. BY ORDER OF THE BOARD OF USHA ISPAT LIMITED PLACE: NEW-DELHI DATED: 30.08.2012 (DIRECTOR) NOTES: 1. A Member entitled to attend and vote at the meeting entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. The Proxy form in order to be effective must be received by the Company at its registered office not less than 48 hours before the meeting. 2. The Record date of the Company is fixed on 27th September 2013 in connection with the Annual General Meeting 3. The Register of Directors’ Shareholding shall be kept open for inspection by the members during the continuance of the meeting. 4. The shareholders seeking any information with regard to accounts are requested to write to the Company at least 10 days in advance of the meeting so that the information called for can be made available at the time of meeting. 5. All documents referred to in the accompanying Notice kept open for inspection at the Registered Office of the Company during office hours on all working days upto the date of Annual General Meeting between 10.00 AM to 6.00 PM. BY ORDER OF THE BOARD OF USHA ISPAT LIMITED PLACE: NEW-DELHI DATED: 06.08.2013 (DIRECTOR) DIRECTORS’ REPORT To The Members USHA ISPAT LIMITED Your Directors present the Annual Report of the Company along with the Audited Statement of Accounts for the year ended on 31st March 2013 and report that: FINANCIAL RESULTS During the year under review the Company incurred a loss of Rs. 27 (Rupees in thousands). Taking into account loss brought forward from previous years Rs. 2,86,98,939 (Rupees in thousands), the accumulated losses of Rs. 2,86,98,966 (Rupees in thousands) has been shown in Reserve and Surplus and carried to balance sheet. DIRECTORS During the year under review Mr. Amit Kumar Directors of the Company retires by rotation and being eligible and offers himself for reappointment. DIVIDEND During the year the Company has incurred losses therefore no dividend has been recommended. DEPOSITS The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW AND OUTGO In the absence of any manufacturing activity no details have been given as required under section 217(1)(e) of the Companies Act, 1956 and Rules framed thereunder. There has been no inflow or outgo of foreign exchange during the year. DIRECTOR'S RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director’s Responsibility Statement, the Board of Directors hereby state and confirm: (i) That in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review; (iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, (iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a ‘going’ concern’ basis. AUDITORS Your Company's Auditor, M/S MADAN PAL & CO., Chartered Accountants, retires at the conclusion of the forthcoming Annual General Meeting of your Company and being eligible, offer themselves for re-appointment. Your directors recommend their reappointment and fix their remuneration. The Company has received confirmation from the above Auditors to the effect that their appointment, if made, would be within the limits under Section 224(IB) of the Companies Act, 1956. AUDITOR OBSERVATIONS The observations, Qualifications and reservations & Annexure to the Auditors Report which need some clarifications and their reply are attached to this report. The Notes to Accounts to the Auditor’s Report are self explanatory in nature and do not require any clarifications. PARTICULARS OF EMPLOYEES No employee is in receipt of remuneration during the financial year ended 31st March, 2011 exceeding the limits laid down under Section 217(2A) of the Companies Act, 1956. FUTURE PROSPECTUS Your Directors are hopeful to increase commercial activities at very large scale in coming years and to achieve better financial results. APPRECIATION Your Director placed on records the co-operation and support received from its members, bakers, customers and other Associates of the Company. BY ORDER OF THE BOARD OF USHA ISPAT LIMITED PLACE: NEW-DELHI DATED: 06.08.2013 (DIRECTOR) (DIRECTOR)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW AND OUTGO In the absence of any manufacturing activity no details have been given as required under section 217(1)(e) of the Companies Act, 1956 and Rules framed thereunder. There has been no inflow or outgo of foreign exchange during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW AND OUTGO In the absence of any manufacturing activity no details have been given as required under section 217(1)(e) of the Companies Act, 1956 and Rules framed thereunder. There has been no inflow or outgo of foreign exchange during the year.

PARTICULARS OF EMPLOYEES No employee is in receipt of remuneration during the financial year ended 31st March, 2011 exceeding the limits laid down under Section 217(2A) of the Companies Act, 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director’s Responsibility Statement, the Board of Directors hereby state and confirm: (i) That in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review; (iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, (iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a ‘going’ concern’ basis.

AUDITOR OBSERVATIONS The observations, Qualifications and reservations & Annexure to the Auditors Report which need some clarifications and their reply are attached to this report. The Notes to Accounts to the Auditor’s Report are self explanatory in nature and do not require any clarifications.