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Directors Report of KIC Metaliks Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Twenty Eighth Annual Report on the affairs of the Company together with the Statement of Accounts for the financial year ended on 31st March, 2015. The summarised financial highlights for the financial year vis-s-vis the previous year are as follows :

1. FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars As at 31.03.2015 As at 31.03.2014

Earnings before interest (finance cost), depreciation and amortization 1,992.39 1,934.60 exceptional items and taxation

Less : Finance Costs 1,075.48 1,089.93

Less : Exceptional items (Loss on sale/ discard of Fixed Assets) - (314.14)

Less : Depreciation and amortization expenses 894.47 963.69

Profit/(Loss) Before Taxation 22.44 (433.16)

Less : Tax expenses [net of deferred tax effect and MAT credit entitlement/ (154.56) 1.65 written off (net)]

Profit/(Loss) After Taxation 177.00 (434.81)

Add : Surplus brought forward 1,349.58 1,784.39

Less : Adjustment relating to depreciation on Fixed Assets (pursuant to 81.55 - enactment of Schedule II to the Companies Act, 2013)

Surplus available for appropriation 1,445.03 1,349.58

Less : Appropriations - -

Net surplus carried to Balance Sheet 1,445.03 1,349.58

2. PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the year under review your Company has produced 122,981 MT of Hot Metal as compared to 62,833 MT in the previous year. Due to modernization cum expansion of the Mini Blast Furnace of the Company in second half of the financial year 2013- 14, the production has almost doubled in the current year as compared to previous year. The gross turnover of the Company was Rs. 46,171 Lakhs in 2014-15 in comparison to Rs. 49,357 Lakhs in 2013-14. The Company has earned a Profit Before Tax of Rs. 22.44 Lakhs as compared to a Loss of Rs. 433.16 Lakhs in the previous year.

3. DIVIDEND

Keeping in view the working capital requirements of the Company, your Directors have ploughed back the profits and express their inability to declare any dividend for Equity and Preference shares of the Company for the financial year ended 31st March, 2015.

4. RESERVE

During the year under the review the Company has not transferred any amount to the general reserve.

5. SHARE CAPITAL

As on 31st March, 2015, the paid up Equity Share Capital of your Company was Rs. 709 Lakhs and paid up Preference Share Capital of your Company was Rs. 4,510 Lakhs. During the year under review the Company has not raised any form of Share Capital.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

6.1 Retirement by Rotation

Pursuant to the provisions of the Companies Act, 2013, Mr. R. S. Jalan (DIN: 00578800) Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Te information as required to be disclosed under Clause 49 of the Listing Agreement in case of re-appointment of Directors is provided in the Notice of the ensuing Annual General Meeting.

6.2 Appointment

The tenure of Mr. B. K. Singh, Executive Director designated as Whole Time Director of the Company expired on 29th May, 2015. Looking to the valuable contributions being made by him for development of the Company, the Board of Directors on the recommendation of the Nomination and Remuneration Committee has re-appointed him for a period of 3 years with effect from 30th May, 2015 subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.

Further details about the above Director are given in the Corporate Governance Report as well as in the Notice of the ensuing Annual General Meeting.

6.3 Independent Directors

During the year under review, the shareholders approved the appointment of Ms. S. Banerjee, Mr. S. K. Singhal and Mr. L. N. Sharma as Non Executive Independent Directors of the Company who are not liable to retire by rotation.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

6.4 Key Managerial Personnel

At the Board Meeting held on 28th May, 2014, Mr. M. Bengani, Chief Financial Officer and Mrs. R. Fogla (Dhanuka), Company Secretary were designated as 'Key Managerial Personnel' of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

6.5 Meetings of the Board

The Board of Directors met five times during the financial year 2014-15, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

6.6 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board of Directors. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as 'Annexure - A and forms part of this Report.

8. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Report on Corporate Governance is annexed as 'Annexure - B' and forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is also annexed to the Report on Corporate Governance. The Company has paid the requisite Annual Listing Fees to the Stock Exchanges.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirement of Clause 49 of the Listing Agreement, Management Discussion and Analysis Report is annexed herewith as 'Annexure - C and forms an integral part of this Report.

10. CEO/CFO CERTIFICATION

„ i The Managing Director/Chief Financial Officer certification as required under Clause 49 of the Listing Agreement is annexed to the Corporate Governance Report and forms part of this Report.

11. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of Annual Return of the Company in Form MGT - 9 is annexed herewith as 'Annexure - D' and forms an integral part of this Report.

12. AUDITORS AND AUDITORS' REPORT

12.1 Statutory Auditors

At the Annual General Meeting held on 9th September, 2014, M/s. Agarwal Maheswari & Co., Chartered Accountants (Firm Reg. No. 314030E), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014 made thereunder, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Agarwal Maheswari & Co., Chartered Accountants (Firm Reg. No. 314030E) as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the Auditors to the effect their appointment if ratified, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors' Report does not contain any qualification, reservation or adverse remark and is self-explanatory and do not call for any further comments.

12.2 Cost Auditors

The Board of Directors had appointed M/s. Sohan Lal Jalan & Associates (Firm Reg. No. 101620, Membership No. 7442) as Cost Auditors of the Company for the financial year 2015-16 in its meeting held on 30th May, 2015. Their remuneration is subject to ratification by shareholders at the ensuing Annual General Meeting. Cost Audit Report for the financial year 2013-14 was filed on 26th September, 2014 (due date - 30th September, 2014).

12.3 Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the Company has appointed M/s. Rakesh Agrawal & Co., Practicing Company Secretaries (Membership No. 25326) as Secretarial Auditors of the Company. The Secretarial Audit Report in Form MR - 3 is annexed herewith as 'Annexure - E' and forms part of this Report. It does not contain any qualification, reservation or adverse remark.

12.4 Internal Auditors

Your Company has appointed M/s. B. N. Agrawal & Co., Chartered Accountants as the Internal Auditors to carry out the Internal Audit of various operation areas of the Company. Their scope of work and the plan for audit is approved by the Audit Committee. The Report submitted by them is regularly reviewed and their findings are discussed with the process owners and suitable corrective action is taken on an ongoing basis to improve efficiency in operations.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the Company at http://kicmetaliks.com/images/Vigil_Mechanism.pdf. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

14. NOMINATION AND REMUNERATION POLICY

Te Company follows a policy on remuneration of Directors and Senior Management Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board of Directors and is annexed herewith as 'Annexure - H' and forms part of this Report. More details on the same are given in the Corporate Governance Report.

15. AUDIT COMMITTEE

Your Company has an Audit Committee in terms of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Further details of Audit Committee are given in the Corporate Governance Report annexed as a part of the Directors' Report.

16. FINANCE

16.1 Public Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

16.2 Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

The Company has not made any investment, given any loan or guarantee covered under Section 186 of the Companies Act, 2013, during the year under the review.

16.3 Contracts and arrangements with related parties

During the year under review there were no contract and arrangements entered into between the Company and related parties except remuneration paid to Key Managerial Personnel including Directors of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions, as approved by the Board of Directors may be accessed on the Company's website at http://kicmetaliks.com/images/Related_party_transaction_ policy.pdf. Your Directors draw attention of the shareholders to Note No. 31 to the financial statements which sets out related party disclosures.

16.4 Internal Financial Control

The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations of the same were observed.

16.5 Insurance

Adequate insurance cover has been taken for properties of the Company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

17. RISK MANAGEMENT

Risk management is an integral part of the strategic management of your Company. Te process involves periodic identification of risk likely to affect the business from operating smoothly and adoption of appropriate measures to address the concerns. In this regard, your Company has identified inherent risks in its operations and records residual risk after taking specific risk mitigation steps.

Further details regarding the same are given in the Management and Discussion Analysis Report.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always given priority to the all-round development of the people residing in and around the Company's area of operations. Company understands that there is a need to strike a balance between the overall objectives of achieving corporate excellence vis-à-vis the corporate responsibility towards the community. Tis twin objective of business and social commitment has prompted your Company to embark upon programmes of education, health and infrastructural development endeavors; an attempt to invest technology with a human face.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, and based upon the representations received from the management, the Board of Directors of the Company hereby confirm that :

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) the Directors 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 2014-15 and of the profit and loss of the Company for that period;

c) the Directors 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) the Directors have prepared the Annual Accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company had no employee during the financial year ended 31st March, 2015, who was drawing remuneration in excess of limits set out under Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence no disclosure is required for the same.

Disclosures 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 are provided here below :

i) The ratio of remuneration of each Director/KMP to the median remuneration of the employees of the Company for the financial year 2014-15 :

Sl. No. Name of Directors/KMP and Remuneration % Increase in Ratio of remunera tion

Designation for financial year remuneration in of each Director/to 2014-15 the financial year median remuneration (in Lakhs) 2014-15 of employees

1. Mr. R. S. Jalan 18.00 25.34 13.74x (Chairman and Managing Director)

2. Mr. B. K. Singh 18.04 - 13.77x (Whole Time Director)

3. Mr. S. K. Singhal - - - (Non-Executive, Independent Director)

4. Mr. L. N. Sharma - - - (Non-Executive, Independent Director)

5. Ms. S. Banerjee - - - (Non-Executive, Independent Director)

6. Mr. M. Bengani 7.92 22.03 6.05x (Chief Financial Officer)

7. Mrs. R. Fogla (Dhanuka) 5.10 14.00 3.80x (Company Secretary)

ii) The median remuneration of employees of the Company during the financial year 2014-15 was Rs. 1.31 Lakhs.

iii) In the financial year 2014-15, there was an increase of 17.05% in the median remuneration of employees.

iv) There were 278 permanent employees on the rolls of Company as on 31st March, 2015.

v) Relationship between average increase in remuneration and Company performance :

The Profit Before Tax for the financial year ended 31st March, 2015 is Rs. 22.44 Lakhs in comparison to a loss of Rs. 433.16 Lakhs in the financial year 2013-14. The average increase in median remuneration is 17.05% which was based on parameters such as individual performance of concerned employee, comparative compensation as per the market scenario, inflation and performance of the Company.

vi) Comparison of remuneration of the Key Managerial Personnel against the performance of the Company:

The total remuneration of Key Managerial Personnel increased from Rs. 43.36 Lakhs in the financial year 2013-14 to Rs. 49.06 Lakhs in the financial year 2014-15, an increase of 13.13%.

The increase in the total remuneration of Key Managerial Personnel was based on individual performance of the concerned personnel, their roles and responsibilities and overall performance of the Company.

vii) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year :

Sl. No. Particulars 31st March, 2015 31st March, 2014 % Change

a) Market Capitalisation (Rs. in Lakhs) 28,765.96 3,336.62 762.13%

b) Price Earnings Ratio 162.73 N.A. since EPS was negative

viii) Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer :

The Company had come out with Initial Public Offer in 1994 at a price of Rs. 10 per share which is worth of Rs. 405.20 per share as on 31st March, 2015 which indicates an increase of 3952% over last Initial Public Offer in 1994.

ix) Average percentage increase made in the salaries of employees other than the Managerial Personnel in the last financial year i.e. 2014-15 was 23.27% whereas the increase in the managerial remuneration for the same financial year was 13.13%.

x) The key parameters for the variable component of remuneration availed by the Directors : Not Applicable.

xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year : Not Applicable; and

xii) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

21. MATERIAL ORDERS

No material orders were passed by any Regulators or Courts or Tribunals that will impact the going concern status and Company's operations in future.

22. MATERIAL CHANGES

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

23. ANNEXURES TO THIS REPORT

A brief summary of the annexures accompanying this Report are given as below :

Anne xure Particulars

A Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo.

B Corporate Governance Report.

C Management and Discussion and Analysis Report.

D Extract of Annual Return in Form MGT - 9.

E Secretarial Audit Report in Form MR - 3.

F Nomination and Remuneration Policy.

24. ACKNOWLEGEMENT

Your Directors wish to convey their appreciation to all the Company's employees for their enormous efforts as well as their collective contribution to the Company's performance. Your Directors acknowledge with gratitude the co-operation and support extended by the Company's Bankers and valued customers. We also take this opportunity to thank the shareholders, suppliers, and all the other business associates for the continuous support given by them to the Company and their confidence reposed in the management.

For and on behalf of the Board of Directors

Place : Kolkata R. S. Jalan

Dated : The 30th day of May, 2015 Chairman and Managing Director


Mar 31, 2014

Dear Shareholders

The Directors have pleasure in presenting the Twenty Seventh Annual Report on the affairs of the Company together with the Statement of Accounts for the financial year ended on 31st March, 2014. The summarised financial results for the financial year vis-s-vis the previous year are as follows :

1. FINANCIAL HIGHLIGHTS 2013-14 (Rs. in Lakhs)

Particulars 2013-14 2012-13

Profit before Depreciation, Exceptional items & Taxation 844.67 1,694.07

Less : Exceptional items (loss on sale/ discard of Fixed Assets) (314.14) (300.80)

Less : Depreciation and Amortisation (963.69) (978.50)

Profit before Taxation (433.16) 414.77

Less : Taxation including Deferred Tax 1.65 (276.63)

Add : MAT credit entitlement - 82.99

Profit after Taxation (434.81) 221.13

Balance brought forward from earlier year 1,784.39 1,563.26

Surplus carried to Balance Sheet 1,349.58 1,784.39

2. PERFORMANCE

During the year under review, the Company has produced 62,833 MT of Hot Metal as compared to 63,718 MT in the previous year. The production had decreased slightly over previous year due to shutdown of Mini Blast Furnace for 4 months for modernization cum expansion. The production of Portland Slag Cement was 546 MT as compared to 977 MT in the previous year. Decline in production of Portland Slag Cement was due to lower demand of the product. The gross turnover of the Company was Rs. 49,357 Lakhs in 2013-14 in comparison to Rs. 50,341 Lakhs in 2012-13. The Company has incurred a loss of Rs. 434.81 Lakhs as compared to a profit of Rs. 221.13 Lakhs in the previous year.

3. PROJECTS AND EXPANSION

During the year under the review, your Company upgraded and enhanced the capacity of its Mini Blast Furnace (MBF) at Durgapur Plant by way of modernization cum expansion plan using state of art technology by replacing its major old equipments, as a result of which, the installed annual capacity of the MBF increased from 1,10,000 MT to 1,65,000 MT. This move will help your Company to reduce coke consumption in MBF and achieve cost benefits in production of Hot Metal.

In addition to above, the 3,36,600 MTPA capacity Sinter Plant and 4.7 MW waste heat recovery based Captive Power Plant at Durgapur are in operation from the last fiscal. It is expected that these investments will contribute to a better operating performance in 2014-2015.

4. CHANGES IN THE CAPITAL STRUCTURE

As on 31st March, 2014, the Authorised Share Capital of the Company stands at Rs. 10,000 Lakhs, which is divided into 250 Lakhs Equity Shares of Rs. 10 (Rupees ten) each amounting to Rs. 2,500 Lakhs and 750 Lakhs Preference Shares of Rs. 10 (Rupees ten) each amounting to Rs. 7,500 Lakhs.

In March 2013, the Company had issued on private placement basis, 7% Non-cumulative, Redeemable Preference Shares of face value Rs. 10/- (Rupees ten) each at par to investor aggregating to Rs. 450 Lakhs.

Consequent to the issue and allotment of the Preference Shares as aforesaid, the Issued, Subscribed and Paid-up Preference Share Capital of the Company stands increased from Rs. 4,060 Lakhs to Rs. 4,510 Lakhs and the Equity Share Capital stands at Rs. 709 Lakhs as on 31st March, 2014.

5. DIVIDEND

In view of the losses suffered by your Company during the year under review your Directors do not recommend any dividend for the 2013-14.

6. DIRECTORS

In view of the provisions of the Companies Act, 2013 ''Act'', Mr. Radhey Shyam Jalan (DIN: 00578800) and Mr. Barun Kumar Singh (DIN: 05292536) have now become retiring Directors. Thus they retire from the ''Board'' by rotation this year and being eligible, offer themselves for re-appointment. The information as required to be disclosed under clause 49 of the Listing Agreement in case of re-appointment of Directors is provided in the Notice of the ensuing Annual General Meeting.

Pursuant to section 149(4) of the ''Act'', every Listed Company is required to appoint at least one third of its Directors as Independent Directors. The ''Board'' already has one half of its Directors in the category of Independent Directors in terms of the provisions of clause 49 of the Listing Agreement. The ''Board'' therefore, in its meeting held on 28th May, 2014 appointed the existing Independent Directors under clause 49 as ''Independent Directors'' pursuant to ''Act'', subject to approval of shareholders.

As required under the ''Act'' and the Rules made there under, the same is now put up for approval of shareholders at the ensuing Annual General Meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the ''Act''.

The Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of the ''Act'' stating that they meet the criteria of independence as provided in sub-section(6).

With the appointment of independent directors, the conditions specified in the ''Act'' and the Rules made there under and also under new clause 49 of the listing agreement stand complied.

7. LISTING AND DEMATERIALISATION

The Equity Shares of the Company continued to be listed on BSE which enables the shareholders/investors to trade in the shares of the Company from any part of the country without any difficulty.

The Annual Listing Fee for the financial year 2013-14 had been paid to the concerned Stock Exchange. As the shareholders are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). Shareholders are thus requested to avail the facility of dematerialisation of the Company''s shares on either of the depositories as aforesaid, if not already done.

8. AUDITORS AND AUDITOR''S REPORT

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current Statutory Auditors of the Company, M/s. Agarwal Maheshwari & Co., Chartered Accountants (Firm Registration Number-314030E) are eligible to hold the office for a period of further three years.

The shareholders are requested to appoint M/s. Agarwal Maheshwari & Co., as Auditors for three years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 30th Annual General Meeting in calendar year 2017 and to fix their remuneration.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

9. AUDIT COMMITTEE

Your Company has an Audit Committee in terms of Section 292A of the Companies Act, 1956/Section 177 of the Companies Act, 2013 and of Clause 49 of the Listing Agreement. Further details of Audit Committee are given in the Corporate Governance Report annexed as a part of the Directors'' Report.

10. COST AUDITORS

The ''Board'' had appointed M/s. Sohan Lal Jalan & Associates (Firm Registration Number-101620, Membership No. 7442) as Cost Auditors of the Company for the year 2014-15 in its meeting held on 28th May, 2014. Their remuneration is subject to ratification by shareholders at the ensuing Annual General Meeting.

11. SECRETARIAL AUDITORS

The ''Board'' had appointed M/s. Rakesh Agrawal & Co., Practicing Company Secretaries (Membership Number-25326) as Secretarial Auditors of the Company for the year 2014-15 in its meeting held on 28th May, 2014. Their remuneration is subject to ratification by shareholders at the ensuing Annual General Meeting.

12. PUBLIC DEPOSITS AND BUY BACK OF SHARES

The Company has not accepted any deposits from the public to which the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956, if any and the Companies (Acceptance of Deposit) Rules, 1975 apply (including any statutory modification or re-enactment thereof for the time being in force).

No Buy-back of shares was proposed or pending during the financial year ended on 31st March, 2014.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, and based upon the representations received from the management, the Board of Directors of the Company hereby confirm that :

(i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and there were no material departures in compliance thereto;

(ii) 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 for the financial year ended 31st March, 2014 and of the profit or loss of the Company for the period;

(iii) 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;

(iv) they have prepared the Annual Accounts on a going concern basis.

14. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of 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 (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ''A'' attached hereto and forms part of this report.

15. BUSINESS SUSTAINABILITY

Your Company believes that corporates are responsible to the society for their activities and owe a great deal to the environment in which they operate. Thus your Company endeavors to establish policies, programs and practices based on certain values, and the core elements of CSR activities of your Company includes ethical functioning, respect for all stakeholders, protection of human rights and care for the environment.

During the year under review your Company took steps to cover issues like improvement in working conditions at its factory, equity and diversity in workforce, health and education of poor, employability of needy, and overall reducing its carbon footprint and thus protecting the environment at large.

16. PARTICULARS OF EMPLOYEES

The Company had no employee during the financial year ended 31st March, 2014 who was in receipt of remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended).

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of Clause 49 of Listing Agreement, entered into with the Stock Exchange wherein the shares of the Company are listed, Management Discussion and Analysis Report is annexed as Annexure ''B'' to this Report.

18. CORPORATE GOVERNANCE REPORT

As stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange wherein the shares of the Company are listed, the detailed Report on Corporate Governance is annexed herewith and marked as Annexure ''C'' to this Report and the certificate obtained from the Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated in the said clause, is also attached herewith.

19. STATUTORY DISCLOSURES

For the year under review, none of the Directors of the Company are disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures for 2014-15 as required by various provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

20. NOTE OF APPRECIATION

Your Directors wish to place on record their appreciation and acknowledge with gratitude, the support and co-operation extended by all the stakeholders, clients, consultants, bank and employees of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Place : Kolkata R. S. Jalan

Dated : The 28th day of May, 2014 Chairman and Managing Director


Mar 31, 2013

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the affairs of the Company together with the Statement of Accounts for the financial year ended on 31st March, 2013. The summarised financial results for the financial year vis-s-vis the previous year are as follows:

1. FINANCIAL HIGHLIGHTS 2012-13

(Rs.in Lakhs) Particulars 2012-13 2011-12

Profit before Depreciation, Exceptional items & Taxation 1,694.07 914.02

Less: Exceptional items (300.80) (0.43)

Less: Depreciation & Amortisation (978.50) (420.52)

Profit before Taxation 414.77 493.07

Less taxation including Deferred Tax (276.63) (264.84)

Add: MAT credit entitlement 82.99 98.65

Profit after Taxation 221.13 326.88

Balance brought forward from earlier year 1,563.26 1,236.38

Add: Profit after Tax for the year 326.88

Surplus carried to Balance Sheet 1,563.26

2. OPERATIONS

The Indian economy showed moderate growth during the financial year under review and faced turbulent business environment, rising inflationary pressures, widening current account deficit and adverse fluctuations in foreign exchange. Despite these constraints and the challenging environment, the Company achieved a good growth in its turnover. The gross turnover of the Company has increased from Rs. 35,593 Lakhs in 2011-12 to Rs. 50,341 Lakhs in 2012-13 representing an increase of 41.44% and the Profit before Depreciation, Exceptional items & Taxation of the Company increased to Rs. 1694 Lakhs as against Rs. 914 Lakhs in the previous year, registering a growth of 85.33%.

Production of Hot Metal was higher by 26.84% over the previous year (from 50,233 MT to 63,718 MT). Further, the production of Portland Slag cement was 997 MT as compared to 1,755 MT in the previous year. Decline in production of cement was due to lower demand of the product.

The Company''s profit after tax for the year stood at Rs. 221 Lakhs compared to Rs. 327 Lakhs in the previous year, registering a decline of 32.35% over last financial year. The decline was due to higher charge of depreciation, interest cost and exceptional loss incurred on sale of Coke Oven plant.

3. CHANGES IN THE CAPITAL STRUCTURE

During the year under review, the Company has increased its Authorised Capital by Rs. 50 Crore. As on 31st March, 2013, the Authorised Share Capital of the Company stands at Rs. 100 Crore, which is divided into Rs. 2.50 Crore Equity Shares of Rs. 10 (Rupees Ten) each amounting to Rs. 25 Crore and Rs. 7.50 Crore Preference Shares of Rs. 10 (Rupees Ten) each amounting to Rs. 75 Crore.

In December 2012, the Company has issued on private placement basis, 7% Non-cumulative, Redeemable Preference Shares of face value Rs. 10/- each at par to various investors aggregating to Rs. 16.35 Crore.

Consequent to the issue and allotment of the Preference Shares as aforesaid, the Issued, Subscribed and Paid-up Preference Share Capital of the Company stands increased from Rs. 24.25 Crore to Rs. 40.60 Crore and the Equity Share Capital stands at Rs. 7.09 Crore as on 31st March, 2013.

4. DIVIDEND

Keeping in view the working capital requirements of the Company, your Directors have ploughed back the profits and express their inability to declare any dividend for Equity and Preference shares of the Company for the financial year ended 31st March, 2013. 5. DIRECTORS

Mr. Laxmi Narayan Sharma, Director of your Company is liable to retire by rotation and being eligible offers himself for reappointment.

As required under Clause 49 of the Listing Agreement, brief particulars of the Directors proposed to be appointed/re-appointed at the ensuing Annual General Meeting have been given in the Notice convening the Annual General Meeting.

6. LISTING AND DEMATERIAUSATION

The Equity Shares of the Company continued to be listed on the Bombay Stock Exchange Limited which enables the shareholders/ investors to trade in the shares of the Company from any part of the country without any difficulty.

The Annual Listing Fee for the financial year 2012-13 and 2013-14 had been paid to the concerned Stock Exchange. As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). Members are thus requested to avail the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid, if not already done.

7. AUDITORS

M/s. Agarwal Maheshwari & Co., Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The ''Board'', based on the recommendation of the Audit Committee, recommends the appointment of M/s. Agarwal Maheshwar, & Co., Chartered Accountants (Firm Registration No. 314030E) as Statutory Auditors of the Company who will hold the office till the conclusion of the next Annual General Meeting of the Company. M/s. Agarwal Maheshwari & Co., Chartered Accountants have confirmed their eligibility and willingness to act as the Statutory Auditors of the Company and that their appointment, if made, shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

8. AUDIT COMMITTEE

Your Company has an Audit Committee in terms of Section 292A of the Companies Act, 1956 and of Clause 49 of the Listing Agreement. Further details of Audit Committee are given in the Corporate Governance Report annexed as a part of the Directors'' Report.

9. COST AUDITORS

The ''Board'', in pursuance of the order issued by the Central Government under Section 233B of the Companies Act, 1956, have appointed M/s. Sohan Lai Jalan & Associates, Cost Accountants (Firm Registration No. 101620), as Cost Auditors of the Company to conduct audit of the cost accounts maintained by the Company in respect of its Steel and Cement business for the year ending 31st March, 2013. The due date for filing their report is 30th September, 2013.

10. PUBLIC DEPOSITS AND BUY BACK OF SHARES

The Company has not accepted any deposits from the public to which the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956, if any and the Companies (Acceptance of Deposit) Rules, 1975 apply (including any statutory modification or re-enactment thereof for the time being in force).

No Buy-back of shares was proposed or pending during the financial year ended on 31st March, 2013.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, and based upon the representations received from the management, the Board of Directors of the Company hereby confirm that:

(i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and there were no material departures in compliance thereto;

(ii) 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 for the financial year ended 31st March, 2013 and of the profit of the Company for the period;

(iii) 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;

(iv) they have prepared the Annual Accounts on a going concern basis.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars inthe Report of Board of Directors) Rules, 1988 are given in Annexure ''A1 attached hereto and forms part of this report.

13. SUSTAINABILITY AND CSR INITIATIVES

Your Company continues to be aligned towards sustainable development by making conscious efforts to reduce the environmental ,mpact of business as well as enhancing its responsibility towards society. Steps are being taken by your Company to reduce its carbon footprint and promote a cleaner and green environment around its plant premises.

We, at K I C, believe that current performance and sustainability go hand in hand and place a strong emphasis on societal needs and are continuously working towards it.

14. PARTICULARS OF EMPLOYEES

The Company had no employee during the financial year ended 31st March, 2013 who was in receipt of remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended).

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of Clause 49 of Listing Agreement, entered into with the Stock Exchange wherein the shares of the Company are listed, Management Discussion and Analysis Report is annexed herewith as Annexure ''V to this report.

16. CORPORATE GOVERNANCE REPORT

As stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange wherein the shares of the Company are listed, the detailed report on Corporate Governance is annexed herewith and marked as Annexure T to this report and the certificate obtained from the Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated in the said clause, is also attached to this report.

17. AUDITORS''REPORT

All points in the Auditor''s Report are self-explanatory.

18. STATUTORY DISCLOSURES

For the year under review, none of the Directors of the Company are disqualified as per the provisions of Section 274(l)(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required by various provisions of the said Act and Clause 49 of the Listing Agreement.

19. NOTE OF APPRECIATION

The ''Board'' sincerely thanks the Government Authorities, Shareholders, the Bankers, Vendors, Customers and other Stakeholders for their continued support and co-operation.

The ''Board'' also takes this opportunity to acknowledge the industrial harmony at its Plant and also thanks the employees at all levels and other workmen for their commitment and dedication. For and on behalf of the Board of Directors

Place :Kolkata R. S. Jalan

Dated :The 30th day of May, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the TWENTY FIFTH Annual Report on the affairs of the Company together with the Statement of Accounts of the Company for the year ended on 31st March, 2012. The summarised financial results for the year vis-s-vis the previous year are as follows :

1. FINANCIAL RESULTS (in Lakhs)

Particulars 2011 -12 2010 -11

Profit before Depreciation & Taxation 913.59 2,206.52

Less: Depreciation & Amortisation 420.52 411.96

Profit before Taxation 493.07 1,794.56

Less: Taxation including Deferred Tax 264.84 771.90

Add : MAT credit entitlement 98.65 495.39

Profit after Taxation 326.88 1,518.05

Surplus carried to Balance Sheet 326.88 1,518.05

2. FINANCIAL AND PERFORMANCE REVIEW

During the year under review, your Company has produced 50,233 MT of Hot Metal as compared to 38,101 MT in the previous year. Higher demand of pig iron in current fiscal, comparison to previous year and shorter shut-down period of MBF resulted in higher production as compared to 2010-11. The production of Portland Slag cement was 1,755 MT as compared to 5,044 MT in the previous year. Most of the Portland slag cement produced was consumed captively. Lower demand for cement resulted in lower production.

The Company has achieved a turnover of Rs. 35,593 Lakhs as against Rs. 27,018 Lakhs in the previous year which is 31.74% higher in comparison to last FY. The profit after tax for the year stood at Rs. 327 Lakhs compared to a profit after taxation of Rs. 1,518 Lakhs in the previous year, registering a decline over last FY. The inordinate pressure on margins forced the EBIDTA of the Company to decline significantly. Margin pressure was exerted during the year as a result of sharp increase in raw material prices although price of finished goods moved up. But this increase was not entirely commensurate with higher input costs. Moreover, productivity gain and price enhancement were insufficient to offset this sharp increase in input costs.

3. PROJECTS

Your Directors take great pleasure to state that the following projects were completed during the year under report and impact of these projects on overall state of affairs of the Company will be felt in the coming years :

i) Annular Sinter Plant

During the year, the Company successfully commissioned Annular Sinter Plant of capacity 3,36,000 MT. p.a. This Sinter Plant would help to reduce operational cost of producing hot metal and would also reduce the dependability of the Company on the high cost iron-ore lumps. This Plant would further facilitate the consumption of low-priced raw materials like iron-ore fines and coke fines ofthe Pig Iron Plant.

Apart from conservation of iron ore by utilising the ore fines, instead of discarding, the other benefits of charging sinter into blast furnace are listed below :

- Utilisation of steel plant wastes, such as flue dust, mill scale, coke breeze, etc. during the sintering process.

- Decrease in coke rate of blast furnace.

- Increase in productivity of blast furnace.

- Elimination of charging of raw limestone and dolomite into blast furnace.

- Reduction in cost of production of pig iron.

ii) 4.7 MW Waste Heat Recovery based Captive Power Plant

The 4.7 MW waste heat recovery based Captive Power Plant was synchronised in March 2012 and is generating power. The power unit has stabilised its operations and the power generated is utilised captively.

During the process of manufacture of pig iron, the blast furnace releases large quantity of hot flue gas at 950 - 1050 Deg C carrying good amount of sensible (latent) heat. The heat energy content of these flue gases was effectively used for generation of electric power through Waste Heat Recovery Boilers (WHRB) and Steam Turbine Generator. Alternatively, with the release of flue gases to the atmosphere, the energy content would have been simply wasted besides creating problems in disposal of the gases, thus safeguarding against any pollution hazard in the plant premises. The conditioning of the exit gas, which is a mandatory requirement as per stipulation of the Environment Regulatory Authority, involves substantial amount of capital investment without any return. Thus, the Power Plant has been set up for making effective and economic use of the hot waste gas. This Captive Power Plant will enable your Company to meet the challenge of growing energy costs and will result in efficient usage of resources.

4. CHANGES IN THE CAPITAL STRUCTURE

During the year under review, there is no change in the Authorised Capital structure of the Company. As on 31st March, 2012, the Authorised Share Capital of the Company stood at Rs. 50 Crore. The Board, at its meeting held on 30th May, 2012 has proposed to increase the Authorised Share Capital of the Company from Rs. 50 Crore to Rs. 75 Crore by addition of further 2.50 Crore Preference Shares of Rs. 10/- each. Consequently, the Authorised Share Capital of the Company will stand at Rs. 75 Crore divided into 2.50 Crore Equity Shares of Rs. 10/- each and 5 Crore Preference Shares of Rs. 10/- each. Necessary resolutions for approval of Members are included in the Notice convening the forthcoming Annual General Meeting.

Regarding Issued, Subscribed and Paid up capital of the Company, in September 2011, the Board has allotted, 77 Lakhs, 7% Non-cumulative Redeemable Preference Shares of face value Rs. 10/- each at par to various investors aggregating to Rs. 7.70 Crore. Further in November 2011, the Board has allotted, 20 Lakhs, 7% Non-cumulative Redeemable Preference Shares of face value Rs. 10/- each at a premium of Rs. 10/- per share to various investors aggregating to Rs. 4 Crore.

Consequent to the issue and allotment of the Preference Shares as aforesaid, the Preference Share Capital of the Company stands increased from Rs. 14.55 Crore to Rs. 26.25 Crore and the Equity Share Capital stands at Rs. 7.09 Crore as on 31st March, 2012.

5. DIVIDEND

Keeping in view the working capital requirements of the Company, your Directors have ploughed back the profits and express their inability to declare any dividend for Equity and Preference shares for the FY ended on 31st March, 2012.

6. DIRECTORS

Mr. S.K. Singhal, Director of your Company is liable to retire by rotation and being eligible offers himself for re-appointment.

Mr. P. C. Sahoo, Executive Director, resigned from the services of the Company on 30th May, 2012 due to other pre occupations. The Board recorded its appreciation for the valuable guidance rendered by Mr. P. C. Sahoo during his tenure as a Director of the Company.

Further, Mr. Barun Kumar Singh, Chief Operating Officer of the Company was inducted as an Additional Director on the Board and was appointed as an Executive Director of the Company w.e.f. 30th May, 2012. Mr. Singh is a Metallurgical Engineer with vast experience in Blast Furnace operations.

An appropriate resolution for appointment of Mr. Barun Kumar Singh is being placed before you at the ensuing Annual General Meeting and your Directors recommend passing of the same.

As required under Clause 49 of the Listing Agreement, brief particulars of the Directors proposed to be appointed/re- appointed at the ensuing Annual General Meeting have been given in the Notice convening the Annual General Meeting.

7. AUDITORS'

M/s. Agarwal Maheshwari & Co., Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Board, based on the recommendation of the Audit Committee, recommends the appointment of M/s. Agarwal Maheshwari & Co., Chartered Accountants (Firm Registration No. 314030E) as Statutory Auditors ofthe Company and will hold the office till the conclusion of the next Annual General Meeting of the Company. M/s Agarwal Maheshwari & Co., Chartered Accountants have confirmed their eligibility and willingness to act as the Statutory Auditors of the Company and that their appointment, if made, shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

8. AUDIT COMMITTEE

Your Company has an Audit Committee in terms of Section 292A of the Companies Act, 1956 and of Clause 49 of the Listing Agreement. Further details of Audit Committee are given in the Corporate Governance Report annexed as a part of the Directors1 Report.

9. PUBLIC DEPOSITS AND BUY BACK OF SHARES

The Company has not accepted any deposits from the public to which the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975 apply.

No Buy-back of shares was proposed or pending during the FY ended on 31st March, 2012.

10. DIRECTORS' RESPONSIBILITYSTATEMENT

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

(i) In the preparation of the Annual Accounts for the year ended 31st March, 2012 the applicable accounting standards have been followed and there were no material departures in compliance thereto;

(ii) The Directors 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 ended 31st March, 2012 and of the profit of the Company for the period;

(iii) The Directors 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;

(iv) The Directors have prepared the Annual Accounts on a going concern basis.

11. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of 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 (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 'A' attached hereto and forms part of this report.

12. PARTICULARSOFEMPLOYEES

The Company had no employee during the FY ended 31st March, 2012 who was in receipt of remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended).

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of Clause 49 of Listing Agreement, entered into with the Stock Exchange wherein the shares of the Company are listed, Management Discussion and Analysis Report is annexed herewith as Annexure 'B' to this report.

14. CORPORATE GOVERNANCE REPORT

As stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange the detailed report on Corporate Governance is annexed herewith and marked as Annexure 'C' to this report and the certificate obtained from the statutory auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated in the said clause, is also attached to this report.

15. AUDITORS' REPORT

The coke oven plant of the Company is not in operation since 1st October, 2005, due to commercial reasons and as such there was no depreciation charged on the same.

The other points in Audit Report are self-explanatory.

16. STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required by the various provisions of the Act and Clause 49 of the Listing Agreement.

17. NOTE OF APPRECIATION

Your Directors place on record their sincere appreciation for significant contribution made by the employees at all levels through their dedication, hard work and commitment and look forward to their continued support.

Your Directors also wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by Shareholders banks, financial institutions and government look forward to having the same support in all future endeavors.

For and on behalf of the Board of Directors

Place : Kolkata R. S. Jalan

Dated : The 30th day of May, 2012 Chairman and Managing Director








Mar 31, 2011

Dear Members,

The Directors are pleased to present the 24th Annual Report of your Company, along with the Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS (Rs. in Lacs)

2010-11 2009-10

Profit before Depreciation & Taxation 2,206.52 1,305.75

Less : Depreciation 411.96 366.53

Profit before Taxation 1,794.56 939.22

Less : Taxation including Deferred Tax 771.90 32.37

Add : MAT credit entitlement 495.39 -

Profit after Taxation 1,518.05 906.85

Add : Balance brought forward (281.67) (1,188.52)

Surplus/(Deficit) carried to Balance Sheet 1,236.38 (281.67)

2. FINANCIAL AND PERFORMANCE REVIEW

During the year under review, the Company has produced 38,101 MT of Hot Metal as compared to 69,516 MT in the previous year. The production was adversely affected as the Mini Blast Furnace at Durgapur was shut down for repair-work/relining of the furnace, for a significant part of the year under review. The production of Portland Slag cement was 5,044 MT as compared to 5,868 MT in the previous year. There was no production of C.I.Castings in the financial year 2010- 11 as the Company has on 1st August, 2010 licensed on short term basis, the Foundry Division of the Durgapur Plant of the Company to M/s. Kajaria Iron & Steel Company Private Limited for 11 months.

The Company has achieved a turnover of Rs. 27,018 Lacs as against Rs. 42,558 Lacs in the previous year which is 36.51% lower in comparison to last financial year. The profit after tax for the year stood at Rs. 1,518 Lacs compared to a profit after taxation of Rs. 907 Lacs in the previous year, registering a substantial growth over last financial year.

3. NEW PROJECTS

Your Company is setting up an Annular Sinter Plant (annual capacity 3,56,000 MT) at its existing plant location which would help to reduce operational cost of producing hot metal and would also reduce the dependability of the Company on the high cost iron-ore lumps. This plant would further facilitate the consumption of low-priced raw materials like iron-ore fines and coke fines of the Pig Iron plant, and is expected to commence production shortly.

The Company is also setting up a waste heat recovery based 4.7 M.W. Captive Power Plant at the Durgapur plant location which will help in reducing the power cost of the Company. It is expected to start operations by later part of the current financial year. Your Directors firmly believe that with the above modernization and backward integration of the Mini Blast Furnace, the Pig iron unit will become profitable on standalone basis even if there is no operating gain from trading and other activities.

4. CHANGES IN THE CAPITAL STRUCTURE

During the year under review, the Company has increased its Authorized Capital from Rs. 2,000 Lacs to Rs. 5,000 Lacs. As on 31st March, 2011, the Authorized Share Capital of the Company is Rs. 5,000 Lacs divided into 250 Lacs Equity Shares ofRs. 10 (Rupees Ten) each and 250 Lacs Preference Shares of Rs. 10 (Rupees Ten) each.

On 7th June, 2010 the Company has allotted, 15 Lacs Equity Shares of face value Rs. 10 each at a price of Rs. 43 per share (including premium of Rs. 33 per Equity Share) to the promoter group and other investors on preferential basis as per chapter VII of the SEBI (ICDR) Regulations, 2009 aggregating to Rs. 645 Lacs.

Further during the financial year 2010-11, the Company has also issued on private placement basis, 145.5 Lacs, 7% Non-Cumulative Redeemable Preference Shares of face value Rs. 10 each at par to various investors aggregating toRs. 1,455 Lacs.

Consequent to the issue and allotment of the Equity and Preference Shares as aforesaid, the Equity Share Capital of the Company stands increased from Rs. 559.92 Lacs to Rs. 709.92 Lacs and the Preference Share Capital of the Company stands at Rs. 1,455 Lacs as on 31st March, 2011.

5. DIVIDEND

In order to meet the financial requirements for ongoing projects of the Company, your Directors have ploughed back the profits and express their inability to declare any Dividend for the financial year 2010-11.

6. DIRECTORS

Mr. T. N. Gunaseelan, Director of your Company is liable to retire by rotation and being eligible, offers himself for re-appointment. As required under Clause 49 of the Listing Agreement the particulars of Director seeking appointment/re-appointment at the ensuing Annual General Meeting is annexed as a part of the Notice of the Annual General Meeting.

On 30th January, 2011, Mr. R S. Jalan, Chairman and Managing Director, was re-appointed as the Chairman and Managing Director of the Company by the Board for a period of 3 years. His appointment was further confirmed by the shareholders of the Company vide Postal Ballot results dated 28th February, 2011. Mr. Jalan is a Chartered Accountant, with experience in the field of Business Administration.

7. AUDITORS'

M/s. Agarwal Maheshwari & Co., Chartered Accountants, the Statutory Auditors' of the Company will retire at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Board, based on the recommendation of the Audit Committee, recommends the appointment of M/s. Agarwal Maheshwari & Co., Chartered Accountants (Firm Registration No.314030E) as Statutory Auditors' of the Company. M/s. Agarwal Maheshwari & Co., Chartered Accountants have confirmed their eligibility and willingness to act as the Statutory Auditors' of the Company and that their appointment, if made, shall be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

8. AUDIT COMMITTEE

Your Company has an Audit Committee in terms of Section 292A of the Companies Act, 1956 and that of Clause 49 of the Listing Agreement. Further details of Audit Committee are given in the Corporate Governance Report annexed as a part of the Directors' Report.

9. PUBLIC DEPOSITS AND BUY BACK OF SHARES

During the year under review, your Company has not accepted any deposits from public/shareholders in accordance with Section 58Aand 58AAof the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 and hence no amount of principal or interest was outstanding as on 31st March, 2011.

No Buy-back of shares was proposed or pending during the financial year ended on 31st March, 2011.

10. DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) In the preparation of the Annual Accounts for the year ended 31st March, 2011 the applicable accounting standards have been followed and there were no material departures in compliance thereto;

(ii) The Directors 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 ended 31st March, 2011 and of the profit of the Company for the period;

(iii) The Directors 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;

(iv) The Directors have prepared the Annual Accounts on a going concern basis.

11. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of 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 (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "A" attached hereto and forms part of this report.

12. PARTICULARS OF EMPLOYEES

The Company had no employee during the financial year ended 31st March, 2011 who was in receipt of remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended).

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of Clause 49 of Listing Agreement, entered into with the stock exchanges, Management Discussion and Analysis Report is annexed herewith as Annexure "B1 to this report.

14. CORPORATE GOVERNANCE REPORT

As stipulated under Clause 49 of the Listing Agreement entered into with the stock exchanges the detailed report on Corporate Governance is annexed herewith and

marked as Annexure "C" to this report and the certificate obtained from the Statutory Auditors' of the Company, regarding compliance of the conditions of Corporate Governance as stipulated in the said clause is also attached to this report.

15. AUDITORS" REPORT

The coke oven plant of the Company has been on shut down since 1st October, 2005, due to commercial reasons and the Director's are reviewing the possibilities of its technical feasibility and accordingly would provide for the depreciation on the depleted value as would be assessed by the technical experts in due course. The other points in Audit Report are self-explanatory.

16. STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 274(1 )(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required by the various provisions of the Act and Clause 49 of the Listing Agreement.

17. NOTE OF APPRECIATION

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company, resulting in the successful performance of the Company during the last financial year.

For and on behalf of the Board of Directors

Place : Kolkata R. S. Jalan

Dated : The 28th day of May, 2011 Chairman and Managing Director




Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS (Rs. in Lakhs)

2009-10 2008-09

Profit/(Loss) before Depreciation & Taxation 1305.75 (2852.57)

Less: Depreciation (366.53) (375.50)

Profit/(Loss) before Taxation 939.22 (3228.07)

Less: Taxation (32.37) (7.12)

Add: Deferred Tax Asset - 115.94 Profit/(Loss) after Taxation 906.85 (3119.25)

Add: Balance Brought Forward (1188.52) 1345.07

Add: Transfer from General Reserve - 585.66

Surplus/ (Deficit) carried to Balance Sheet (281.67) (1188.52)

2. FINANCIAL AND PERFORMANCE REVIEW

During the year under review, the Company has produced 69516 MT of hot metal as compared to 26205 MT in the previous year. The production of C.I.Castings was 1257 MT compared to 6528 MT in the previous year and the production of Portland Slag Cement was 5868 MT compared to 822 MT in the previous year which marks a substantial growth over the last year except in the production of C.I.Castings. The growth in production of hot metal can be attributed to the fact that the Pig Iron plant was in operation through out the year 2009-2010.

The Company has achieved a turnover of Rs. 42557.67 Lakhs as against Rs. 10168.34 Lakhs in the previous year which can be attributed to higher production coupled with enhanced dispatch and trading of surplus raw materials. In view of the pro-active strategies of your company, it remained profitable despite the challenging economic conditions worldwide.

The Profit after Tax for the year stood at Rs. 906.85 Lakhs compared to a loss after taxation of Rs. 3119.25 Lakhs in the previous year registering a substantial growth over last financial year.

3. FUTURE PLANS OF THE COMPANY

Your company is setting up an Annular Sinter Plant of annual capacity 356000 MT at the existing Plant location of the Company, which is expected to commence commercial production by December 2010. This Sinter plant would help to reduce operational cost of producing hot metal and would also reduce the dependability of the Company on the high cost iron-ore lumps. This plant would further facilitate the consumption of low-priced raw materials like Iron-ore fines and Coke fines of the Pig Iron Plant.

4. PREFERENTIAL ALLOTMENT OF EQUITY SHARES

The Board of Directors of the company has proposed to issue 7,50,000 Equity shares to the Promoter group and 7,50,000 Equity shares to Non-Promoters Investors of Rs. 10/- each at Rs. 43/- per share (including premium of Rs. 33/-) on preferential basis in terms of the

SEBI (ICDR) regulations, 2009 which has been also approved by the shareholders of the company at the Extra-Ordinary General Meeting held on 3rd May, 2010. As on date the said issue is pending before Bombay Stock Exchange Limited for "In principle approval".

5. DIVIDEND

In view of Accumulated Loss and considering the financial requirements towards the funding of the ongoing expansion plan, which will enhance the shareholders value in the long term, Directors of your Company express their inability to recommend any dividend for the year ended 31st March, 2010.

6. SHARE PURCHASE AGREEMENT/OPEN OFFER UNDER SEBI REGULATION

As the members are aware, the take over proceedings which were pending approval before Securities Exchange Board of India since last year were duly completed in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and M/s. Microsec Capital Limited, the Merchant Bankers to the Open Offer has submitted their Certificate of Completion of the same to the Board of Directors. The Board of Directors of the Company at their meeting held on 30th January, 2010 took on record a statement of outcome of the said Open Offer and noted the completion of the takeover of the Management and Control of the Company in favour of M/s Kami Syntex Private Limited [Acquirer].

7. DIRECTORS

Mr. Suresh Kumar Singhal, Director of your company is liable to retire by rotation and being eligible, offers himself for re-appointment.

As required under Clause 49 of the Listing Agreement the particulars of Director seeking appointment/re-appointment at the ensuing Annual General Meeting is annexed as a part of the Notice of the Annual General Meeting.

On 30th January, 2010, Mr. Radhey Shyam Jalan, Director, was appointed as the new Chairman and Managing Director of the Company. Mr. Jalan is a Chartered Accountant, with experience in the field of Business Administration. Mr. Ravi Kumar Kajaria, erstwhile Chairman stepped down as the Chairman and Managing Director of your Company, with effect from 30th January, 2010, owing to the change in management and control of the Company.

Mr. Prasanta Kumar Paul. Mr. Sankar Lai Mandal, Dr. Deoshlok Sharma, Mr. Bishwanath Agarwal and Mrs. Anushree Kajaria resigned as Directors of the Company with effect from 30th January, 2010.

8. AUDITORS

The Statutory Auditors of the Company, M/s. Agarwal Maheshwari & Co., Chartered Accountants will retire at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

They have sought re-appointment and have confirmed that their appointment, if made, shall be within the limits laid down under Section 224(1 )(B) of the Companies Act, 1956.

The Board of Directors recommends the re-appointment of M/s. Agarwal Maheshwari & Co., Chartered Accountants as Statutory Auditors of the company from the conclusion of the ensuing AGM of the company till the conclusion of the AGM to be held next thereafter and to fix their remuneration.

9. AUDIT COMMITTEE

Your Company has an Audit Committee in terms of Section 292A of the Companies Act, 1956 and that of Clause 49 of the Listing Agreement. Further details of Audit Committee are given in the Corporate Governance Report.

10. AUDITORS REPORT

The observation of Auditors and notes on accounts are self-explanatory and therefore do not call for further comments.

11. PUBLIC DEPOSITS AND BUY BACK OF SHARES

During the year under review, your Company has not accepted any deposits from public/ shareholders in accordance with Section 58A and 58AAof the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 and hence no amount of principal or interest was outstanding as on 31st March, 2010.

No Buy-back of shares was proposed or pending during the financial year ended on 31 st March, 2010.

12. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) The Directors 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 ended 31st March, 2010 and of the profit or loss of the Company for the period;

(iii) The Directors 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;

(iv) The Directors had prepared the annual accounts on a going concern basis.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Clause 49 of Listing Agreement, Management Discussion and Analysis Report is annexed herewith, forming integral part of this report.

14. CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with the stock exchange. A separate section on Corporate Governance practices, the Auditors Certificate on compliance of mandatory requirements thereof, Management Discussion and Analysis and Shareholders information are given as annexures to this report.

15. CODE OF CONDUCT

Your Directors are pleased to report that your Company has adopted and complied with the KICML-Code of Conduct of Business Principles and Ethics for the Directors and Senior Executives of the Company. The code has been duly affirmed by them.

16. STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provision of sections 274(1 )(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required by the various provisions of the Act and Clause 49 of the Listing Agreement

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, as amended, are given in Annexure TV to this Report.

18. PARTICULARS OF EMPLOYEES

The company had no employee during the financial year ended 31 st March, 2010 who was in receipt of remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies ( Particulars of Employees) Rules, 1975.

19. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the valuable support and co-operation given by our bankers, customers. suppliers etc. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Companys success. Propelled by your Companys strong vision and powered by internal vitality, your Directors look forward to the future with confidence.

The Directors also grateful to the shareholders for their confidence and faith reposed in the Company.

For & on behalf of the Board

Place : Kolkata R. S. Jalan

Dated : The 22nd day of May, 2010 Chairman & Managing Director

 
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