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Directors Report of Kanishk Steel Industries Ltd.

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


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


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

 
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