Directors Report of Kanishk Steel Industries Ltd.

Mar 31, 2018

Dear Members,

The directors have pleasure in presenting the 28th Annual Report together with the financial statements for the year ended 31st March 2018.

FINANCIAL SUMMARY:

The financial highlights for the year under review are as follows: (Amount in Rs)

Particulars	Year Ended 31.03.2018	Year Ended 31.03.2017
Sales - Gross	2,373,819,561	2,519,747,504
Profit after Interest & Depreciation	26,712,923	14,867,227
Provision for Tax	10,919,423	10,084,886
Profit after Tax	15,793,500	4,782,341
Add: Taxation Adjustments of Previous Years	-	-
Add: Balance of Profit brought from previous year	4,782,341	47,303,603
Profit available for Appropriation	20,575,841	52,085,944
APPROPRIATIONS
Equity Dividend Proposed (Final)	-	-
Dividend Distribution Tax (Final)	-	-
Transfer to General Reserve	5,159,523	5,278,115
Balance Carried Forward	154,16,318	46,807,829

Company’s performance:

Your Company is engaged in manufacture and supply of Iron & Steel products. The financial year 2017-18 remained challenging for the Company in achieving production and sales volume. The company’s branded steel products which are most vibrant, relevant and preferred by most customers for quality at competitive prices and effective management helped the company to perform well even at the challenging market conditions.

During the year, the turnover was Rs. 2,373,819,561/- as against Rs. 2,519,747,504/- for the previous year. The profit before tax of was Rs. 26,712,923/- as against Rs. 14,867,227/- for the previous year.

Dividend:

The Board of Directors has not recommended any dividend for the financial year. (Previous year: NIL).

Consolidated Financial Results:

The Company has no subsidiary, assosiate, and joint venture Companies and therefore, preparation and presentation of Consolidated Financial Statements does not arise for the year ended 31st March 2018.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company has no Subsidiaries, Joint Ventures or Associate Companies. During the year no companies have become or ceased to be the Subsidiaries, Joint Ventures or Associate Companies of the Company.

Reserves:

Your Company has not transferred profit to the General Reserve for the financial year ended 31st March 2018.

Management Discussion & Analysis:

A detailed analysis of performance of the Industry and the Company is provided in the Management Discussion and Analysis Report as Annexure I, which forms an integral part of this report. Directors’ Responsibility Statement:

In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 the end of the financial year and of the profit of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Meetings of the Board:

Five Board Meetings were held during the financial year and the details of which are available in Report on Corporate Governance as Annexure IIB, which forms an integral part of this Report

Directors and KMP:

Dr.K. Selvakumar, Independent Director retired with the conclusion of the 27th AGM held on 30th September 2017. The Board places on record its appreciation of services rendered by him. Mr.K.S. Venkatagiri, Independent Director expired on 30th January 2018. The Board while condoling the death of Mr. K.S. Venkatagiri, records appriciation of services rendered by him. Mr.P. Ramesh has been appointed as additional Independent Director with effect from 15th March 2018.

Declaration by Independent Directors:

All the Independent Directors have given the declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with the Rules made thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015.

Corporate Governance:

Pursuant to the provisions of Regulation 34 read with point C & E of Schedule V of SEBI (LODR) Regulations, 2015, a separate Report on Corporate Governance for the financial year ended 31st March 2018 along with the Auditor’s Certificate on Compliance is enclosed as Annexure II A and is forming part of this Report Audit Committee:

The Board of Directors has an audit committee and the composition, powers, role and terms of reference of the Audit Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 18 and 21 read with Part C of Schedule II of SEBI (LODR) Regulations, 2015.

The details of Audit Committee along with the details of the Meetings held during the financial year are given in the Corporate Governance Report that forms part of this Report.

Particulars of employees and related disclosures:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Sub rules(1) to (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement is enclosed in Annexure III.

Auditors and Auditors’ Report:

M/s. Puja Rathi & Associates, Chartered Accountants, was appointed as auditors at the 28th Annual General Meeting held on 30th September 2018 for a period of five years.

There are no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise.

Cost auditor:

The Board appointed M/s. Vivekanandan & Unni Associates, Cost Accountants, as Cost Auditors for the financial year 2018-19 to carry out the cost audit of Company’s records and fixed a remuneration of Rs.70,000/-, subject to members’ approval.

Particulars of loans, guarantees or investments by the company:

The particulars of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder are given in the Notes to the Financial Statements.

Related Party Transactions:

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company.

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arms’ length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. However, pursuant to the provisions of Regulation 23 (2) of the SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee and Risk Management Committee was sought for entering into the Related Party Transactions.

During the financial year, the Company had not entered into any contract / arrangement / transactions with Related Parties which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Accounting Standard 18, the Related Party Transactions are disclosed in the notes to the Financial Statements.

Particulars of contracts or arrangements with related parties:

There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

The Corporate Governance Report contains relevant details on the nature of Related Party Transactions (RPTs) and the policy formulated by the Board on Material RPTs. Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 as Annexure IV.

Conservation of Energy, Technology absorption and Foreign Exchange Earnings & Outgo:

Details of energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given as Annexure V forming part of this Report. Code of conduct:

The Board has formulated a Code of Conduct for Directors and Senior Management Personnel of the Company. A Declaration affirming on the compliance of Code of Conduct is provided in

Annexure VI.

Adequacy of Internal Financial Controls:

The company has formulated as Internal controls policy. In the opinion of Board, It is adequate to mitigate risks and provided reasonable assurance that operations/transactions are efficient and assets are Safeguarded.

Material Changes and Commitments:

There were no material changes and commitments affecting the financial position of the Company between the end of financial year i.e., 31st March, 2018 and the date of the Report i.e., 30th May 2018.

Annual return:

The details forming part of the extract of the Annual Return in form MGT-9 is enclosed and marked as Annexure VII.

Remuneration policy:

The Remuneration policy of the Company comprising appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act,2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s.S.Dhanapal Associates, a firm of Company Secretaries, Chennai to undertake the Secretarial Audit of the Company for the Financial Year 2017-18.

There are no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise

The Secretarial Audit Report is given as Annexure VIII forming part of this Report.

Vigil Mechanism/Whistle Blower Policy:

The company has established a vigil mechanism for directors and employees to report genuine concerns pursuant to section 177 of the Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and SEBI(LODR) Regulations, 2015.

Deposits:

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

Significant and material orders impacting the company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Board evaluation:

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors were carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

Corporate Social Responsibility (CSR):

The company is not covered under section 135 of the Companies Act,2013 and formulation of CSR policy and constitution of a CSR committee did not arise.

Anti- Sexual Harassment Policy:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the financial year 2017-18.

CEO/CFO certification:

Mr. Kanishk Gupta, Chairman and Managing Director & CEO and Mr.Ashok Bohra, Chief Financial Officer given their certification to the Board in terms of under the SEBI (LODR) Regulations, 2015.

Acknowledgement:

Your directors place on record a great appreciation of the fine efforts of all Executives and Employees of the Company which was instrumental to achieve profitability and stability of the Company for the financial year. Your directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TANGEDCO, State Bank of India, Corporation Bank, the Customers, Shareholders and all other stakeholders for continuing support and encouragement during the financial year and expect the same in future also.

For and on behalf of the Board of Directors,

Date: 30th May 2018 KANISHK GUPTA

Place: Chennai Chairman & Managing Director.

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 24th Annual Report of the Company together with the Audited Accounts for the financial year ended 31st March 2014.

FINANCIAL HIGHLIGHTS:

The summarized Financial Results for the year ended 31st March, 2014 and for the previous financial year ended 31st March, 2013 are as under: -

(Amount in Rs.) Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Sales - Gross 3,207,156,937 4,832,080,125

Profit after Interest & Depreciation 17,994,272 21,049,158

Provision for Tax 5,771,370 10,773,361

Profit after Tax 12,222,902 10,275,797

Add: Taxation Adjustments of Previous - 2,853,190 year

Add: Balance of Profit brought from 10,275,797 - previous year

Profit available for Appropriation 12,222,902 10,275,797

APPROPRIATIONS

Equity Dividend Proposed (Final) - -

Dividend Distribution Tax (Final) - -

Transfer to General Reserve - -

Balance Carried Forward 12,222,902 10,275,797

OPERATIONS:

During the year, the Company has undergone shrinkage in demand, causing downward trend in turnover. Having effective Cost control measures, the company maintained its Profit level.

The Current year turnover amounts to Rs.3,207,156,937/- as against Rs.4,832,080,125/- recorded in the previous year. The company earned a profit before tax of Rs. 17,994,272/- for the current year as against Rs. 21,049,158/- recorded in the previous year.

DIVIDEND:

During the year, the Board of Directors has not recommended any dividend.

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, 2014 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 2014 have been prepared on a going concern basis.

DIRECTORS:

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the 24th Annual General Meeting. No director will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-election.

AUDITORS REPORT:

The observations made in the Auditors'' Report and Notes on accounts are self-explanatory and do not require any further explanations.

AUDITORS:

The term of office of M/s. CHATURVEDI & COMPANY, Chartered Accountants, Chennai as Statutory Auditors of the Company will expire with the conclusion of 24th Annual General Meeting of the Company and the Auditors are eligible for appointment. Section 139 of the Companies Act, 2013 now mandates appointment of auditors for a fixed tenure of five years. It also provides for mandatory rotation of auditors and allows a three year transitory time for its compliance. It is accordingly proposed to appoint the retiring statutory auditors in the manner stated in the Notice for the Annual General Meeting.

COST AUDITORS:

M/s. VIVEKANANDAN & UNNI ASSOCIATES, [Firm Registration No: 00085] for audit of cost records of the Company for the financial year 2014-15 and determined the remuneration at Rs. 60,000/- (Rupees Sixty Thousands only) based on the recommendations of the Audit Committee. It is now placed for the approval of shareholders in accordance with Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo as required under section 217 (1) (e) of the companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure I.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and accounts as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company at the Registered Office of the Company.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, the Report on Corporate Governance, Report on Management Discussion and Analysis, and Report on code of conduct have been included in Annexure-II.

DEMATERIALISATION OF SHARES:

The company has entered into an agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for dematerialization of the Company''s shares. Members are requested to hold their shares in demat form since it will help for easy trading of shares even though they are informed that holding of shares in demat form is not compulsory but only optional.

PERSONNEL:

Personnel relations with all employees remained cordial & harmonious throughout the year. ACKNOWLEDGEMENT:

Your Directors place on record their great appreciation of the fine efforts of all Executives and Employees of the Company which was instrumental in achieving profitable financial results in a difficult year. Your Directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, State Bank of India, State Bank of Patiala, Corporation Bank and other commercial Banks, the Customers, Shareholders and other stakeholders for their unstinted support and assistance and look forward to their continuing support and encouragement, in future.

For and on behalf of Board of Directors of Kanishk Steel Industries Limited,

Date: 28th May, 2014 RAVI KUMAR GUPTA Place: Chennai Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report, together with the Audited Accounts, for the fnancial year ended 31st March 2010.

FINANCIAL RESULTS :

The summarized Financial Results for the year ended 31st March, 2010 and for the previous fnancial year ended 31st March 2009 are as under:

(Rs. In Lakhs)

year ended year ended

31.03.2010 31.03.2009

Proft after Interest & Depreciation 248.18 1,137.09

Provision for Tax 42.18 132.09

Deferred Tax - 468.08

Fringe Beneft Tax - 4.69

Proft after Tax 206 532.23

Add: Taxation Adjustments of Previous Years

Add: Balance of Proft brought from previous year 3,135.35 2,600.70

Proft available for Appropriation 3,335.64 3,135.35

Appropriations

Equity Dividend Proposed (Final)

Dividend Distribution Tax (Final)

Transfer to General Reserve

Balance Carried Forward 3,335.64 3,135.35

Operations:

During the year, the Company has undergone shrinkage in demand, causing downward trend in turnover and profts of the Company. Considering such decline the Board have not recommended any dividend for the year.

The Current year turnover amounts to Rs.45,270.98 Lakhs as against Rs.40,523.26 Lakhs recorded in the previous year. The company current year profts before taxes amounts to Rs.248.18 Lakhs as against Rs.1137.09 Lakhs recorded in the previous year.

Dividend:

During the year, the Board of Directors have not recommended any dividend.

Directors:

The Board of Directors appointed Mr.Vishal Keyal as Whole Time director for a period of Five Years from 29.05.2010. His appointment comes up for approval by the Members at the ensuing Annual General Meeting.

Dr.Pravin Kumar Aggarwal, Director, retire by rotation, under Article 89 of the Articles of Association of the Company at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-election at the said meeting.

During the year,

Mr. Ashok Bohra stepped down as Whole Time Director of the Company effective from 31.12.2009.

Mr. Alok Gupta stepped down as Whole Time Director effective from 29.05.2010 who was appointed initially as Additional Director; effective from 01.01.2010.

The Board places on record the invaluable services rendered by Mr. Ashok Bohra and Mr. Alok Gupta, during their tenure as Whole Time Directors of the Company.

Auditors report:

The observations made in the Auditors’ Report and Notes on accounts are self-explanatory and do not require any further explanations.

FiXed de Posits:

The Company has not accepted any deposit during the year.

Auditors:

M/S Chaturvedi & Co., Chartered Accountants, Chennai retire at the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment.

Statutory disclosures:

a) companies (disclosure of Particulars in the report of Board of directors) rules, 1988:

Particulars with respect to Conservation of Energy, as required under Part "A" of the above rules are enclosed as Annexure to this Report.

b) In accordance with the provisions of section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and accounts as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company at the Registered Offce of the Company.

c) Directors’ responsibility statement:

Pursuant to requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confrmed that:

i) the applicable accounting standards have been followed in preparation of annual accounts for fnancial year ended 31st March, 2010 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 fnancial year and of proft of the Company for year under review;

iii) the proper and suffcient 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 fnancial year ended 31st March 2010 have been prepared on a going concern basis.

Corporate governance:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Annual Report as separate section.

DemateriaLisation of shares:

The company has entered into an agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for dematerialization of the Company’s shares. Members are requested to hold their shares in demat form since it will help in easy trading in shares eventhough they are informed that holding of shares in demat form is not compulsory but only optional.

PersonneL:

Personnel relations with all employees remained cordial & harmonious throughout the year. Your Directors wish to place on record their deep appreciation of the efficient and loyal services rendered by all staff and workforce of the company, without whose wholehearted efforts, such a good performance would not have been possible.

AcknoWLedgement:

The Directors place on record their great appreciation of the fine efforts of all Executives and Employees of the Company which was instrumental in achieving improved profitable fnancial results in a diffcult year. The Directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, State Bank of Indore, State Bank of Patiala, Corporation Bank and the Customers, Shareholders and investors for their unstinted support and assistance and look forward to their continuing support and encouragement, at all times.

For and on behalf of the Board of Directors

For kanishk Steel Industries Limited

Ravi Gupta

Date : 14th August 2010 Chairman & Managing Director

Place : Chennai

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Mar 31, 2009

The Directors have pleasure in presenting the 19th Annual Report, together with the Audited Accounts, for the financial year ended 31st March 2009

FINANCIAL RESULTS:

(Rs. In Lakhs) Year Ended Year Ended 31.03.2009 31.03.2008 Profit after Interest & Depreciation 1,137.09 1,541.59 Provision for Tax 132.09 334.29 Deferred Tax 468.08 110.97 Fringe Benefit Tax 4.69 4.97 Profit after Tax 532.23 1,091.36 Add: Taxation Adjustments of Previous Years - 63.68 Add : Reversal of excess provision of earlier years 2.42 - Add: Balance of Profit brought from previous year 2,600.70 1,744.77 Profit available for Appropriation 3,135.35 2,899.81 APPROPRIATIONS Equity Dividend Proposed (Final) - 170.62 Dividend Distribution Tax (Final) - 28.99 Transfer to General Reserve 31.93 99.50 Balance Carried Forward 3,103.41 2600.70

OPERATIONS:

During the year, the Company has undergone shrinkage in demand, causing downward trend in turnover and profits of the Company. Considering such decline the Board have not recommended any dividend for the year.

The Current year turnover amounts to Rs.40,523.26 Lakhs as against Rs. 44,777.70 Lakhs recorded in the previous year. The company current year profits before taxes amounts to Rs.1,137.09 Lakhs as against Rs.1,541.59 Lakhs recorded in the previous year.

10MW POWER PLANT

As per the Electricity rules, the company has promoted a special purpose vehicle, OPG Renewable Energy Private Limited by holding 34% voting equity capital and handed over the 10MW Power plant to OPG renewable Energy Private Limited under Licence Agreement entered on 26th April 2008.

TNEB has granted approval to operate and wheel power from this plant.

DIVIDEND:

During the year, the Board of Directors have not recommended any dividend.

DIRECTORS:

During the year, Mr. K. S. Venkatagiri, Director, retires by rotation and being eligible offers himself for reappointment.

AUDITORS REPORT:

The observations made in the Auditors Report and Notes on accounts are self-explanatory and do not require any further explanations.

FIXED DEPOSITS:

The Company has not accepted any deposit during the year.

AUDITORS:

M/s. Chaturvedi & Co., Chartered Accountants, Chennai retire at the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment.

STATUTORY DISCLOSURES: ? /

a) Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

Particulars with respect to Conservation of Energy, as required under Part "A" of the above rules are enclosed as Annexure to this Report.

b) As there are no employees who are ki receipt of remuneration exceeding the limits prescribed, the statement required under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 is not provided.

c) Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirm:

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;

ii) 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 the end of the financial year and of the Profit of the Company for the year under review.;

iii) that they have taken proper and sufficient care 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 for preventing and detecting fraud and other irregularities; and

iv) that they have prepared the annual accounts on a "going-concern basis".

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Annual Report as separate section.

DEMATERIALISATION OF SHARES:

The company has entered into an agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for dematerialization of the Companys shares. Members are requested to hold their shares in demat form since it will help in easy trading in shares eventhough they are informed that holding of shares in demat form is not compulsory but only optional.

PERSONNEL:

Personnel relations with all employees remained cordial & harmonious throughout the year. Your Directors wish to place on record their deep appreciation of the efficient and loyal services rendered by all staff and workforce of the company, without whose wholehearted efforts, such a good performance would not have been possible.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to offer their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, State Bank of Indore, State Bank of Patiala, Corporation Bank and the Customers, Shareholders and investors for their unstinted support and assistance and look forward to their continuing support and encouragement.

For and on behalf of the Board of Directors For Kanishk Steel Industries Limited Place : Chennai RAVI GUPTA Chennai: 31st August 2009 Chairman & Managing Director

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Mar 31, 2000

The Directors have pleasure in presenting the 10th Annual Report, together with the Audited Accounts, for the financial year ended 31st March 2000.

WORKING RESULTS:

The summarized Financial Results for the year ended 31st March,2000 and for the previous financial period ended 31st March 1999 are as under:-

Year Ended Period Ended 31/03/2000 31/03/1999 for 18 Months (Rs.in lacs) (Rs.in lacs)

Profit after Interest and Depreciation 27.42 50.35

Provision for Tax 3.17 5.30

Profit after Tax 24.25 45.05

Add -. Balance of Profit brought forward from last year/prior period adjustment 503.02 465.07

Profit available for appropriation 527.27 510.12

APPROPRIATIONS :

General Reserve 3.00 5.50

Dividend proposed Nil Nil

Balance carried forward 524.27 504.62

527.27 510.12

OPERATIONS :

There is recession faced by many industries. Steel Industry has also undergone a downward slide during the period. Your Company has done better under the scenario. With the revival in the economy, your Company can do much better.

DIVIDEND :

Due to inadequate profits, the Board of Directors has not recommeded any dividend.

DIRECTORS :

Mr. Ashok Bohra was appointed as wholetime director on the board on 20.6.2000.

The company has received a notice under Section 257 of the Company Act, 1956, in writing, proposing his candidature for the office of director.

The director Mr.S.Soundararajan retires by rotation and being eligible offers himself for reappointment. Your Directors recommend his reappointment.

Mr.K.S.Ganesh resigned during the year as a director. The board places its warm appreciation for the- valuable contribution made by him during his tenure in office.

The director Mr.P.Machendran retires by rotation and he has expressed his intention not to continue as a director of the company. The board places its warm appreciation for the valuable contribution made by him during his tenure in office.

Mr.Rajesh Gupta was appointed as the Joint Managing Director for an additional term of 5 years by the board of directors during the year. Mr. Rajesh Gupta is having very good experience and maturity which is so essential in the present circumstances and his appointment as Joint Managing Director of the company will, therefore, be in the interest of the company.

FIXED DEPOSITS:

The Company has not accepted any deposit during the year.

AUDITORS:

M/S Chaturvedi & Co..Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Your Directors recommend their reappointment.

STATUTORY DISCLOSURES:

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956.

None of the employee falls within the purview of the above section and the rules framed thereunder.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Particulars with respect to Conservation of Energy, as required under Part "A" of the above rules are enclosed as Annexure to this Report.

FOREIGN EXCHANGES EARNINGS AND OUTGO :

During the period under review, there were no foreign exchange earnings and with regard to outgo the company has imported raw materials to the tune of Rs.506.70 lakhs as against Rs.1295.72lakhs in the previous 18 months. Expenditure on foreign travel is Rs.5.97lakhs as against Rs.7.10 lakhs in the previous period.

PERSONNEL:

Personnel relations with all employees remained cordial & harmonious throughout the year. Your Directors wish to place on record their appreciation of the devoted services of all employees of the Company for improved working of the Company.

ACKNOWLEDGEMENT:

The Directors acknowledge with gratitude the co-operation and assurance extended by various agencies of Central Government, Government of Tamilnadu, SAIL, Rashtriya Ispat Nigam Ltd., ISSCO, Financial Institutions, Banks and Customers during the year under review. The Board takes this opportunity to express its deep gratitude for the continuous support received from them and from the shareholders.

By order of the Board Chennai, 20th June 2000. for KANISHK STEEL INDUSTRIES LIMITED

RAVI GUPTA

Chairman & Managing Director