Directors Report of Kridhan Infra Ltd.

Mar 31, 2018

To,

The Members of Kridhan Infra Limited

The Directors present their 12^th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2018.

Financial Highlights

(Rs. in Lakhs)

Particulars	Standalone Year ended		Consolidated Year ended
	2017-18	2016-17	2017-18	2016-17
Total Income	9,217	7,443	72,017	70,672
Depreciation	84	90	4,082	3,923
Profit Before Tax	129	123	4,393	17,023
Provision for Taxation	47	31	479	51
Appropriation:
Profit After Tax	82	96	3,950	16,972
Attributable to:
Shareholders of the Company	82	96	3,715	9,842
Non-controlling interests	-	-	235	7,130
Opening balance of retained earnings	692	713	21,588	11,746
Adjustment with other equity	-	-	-	-
Amount available for appropriation	774	809	25,538	28,728
Transfer to:
Dividend and Dividend Distribution Tax	147	117	-	-
Minority Interest	-	-	235	7,130
Balance carried to Balance Sheet	627	692	25,303	21,588

1. Financial Operations & State of Affairs of the Company

The Company is engaged in the business of steel and steel products manufacturing. There has been no change in the business of the Company during the financial year ended 31st March, 2018.

During the year under review the company had signed Share Subscription Agreement (‘SSA’) with Vijay Nirman Company Pvt. Ltd. (‘VNC’) for increasing its stake to 50.5%. During the year the Company acquired 41.47% stake in VNC and after this acquisition the VNC has become an associate company of KIL, as per Section 2(6) of the Companies Act, 2013.

On Standalone Basis:

Your Company’s Net Profit Before Tax for the year ended 31st March, 2018 was Rs. 129 Lakhs as compared to Rs. 123 Lakhs during the previous year.

Your Company achieved Net Profit After Tax of Rs. 82 Lakhs for the financial year ended 31st March, 2018 as compared to Rs. 96 Lakhs during the previous year.

On Consolidated Basis:

On consolidated basis your Company’s Net Profit after exceptional items and Tax is Rs. 3,950 Lakhs as on 31st March, 2018 as compared to Rs. 16,972 Lakhs during the previous year.

2. Dividend

Your Directors have recommended a dividend of Rs. 0.20 (10%) per equity share for the financial year 2017-18 which, if approved at the ensuing 12^th Annual General Meeting (AGM), will be paid to all those equity Shareholders whose names appear in the Register of Members as on Friday, 21st September, 2018 as per the list furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

The Dividend payout as proposed is in accordance with the Company’s policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company’s growth plans and to achieve optimal financing of such plans through internal accruals.

3. Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (IND AS) under Section 133 of the Companies Act, 2013.

4. Transfer to Reserves

During the financial year 2017-18 the Company has not transferred any amount to any reserve.

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

Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013 form part of the Notes to the Standalone Financial Statements.

6. Public Deposits

Your Company has not accepted any deposits from the public, or its employees during the year under review.

7. Subsidiaries/ Joint Ventures & Associate Companies

As on 31st March, 2018 the Company had

A. Two direct wholly owned subsidiaries namely:

a) Readymade Steel Singapore Pte. Ltd. (Singapore)

b) Kridhan Infra Solutions Private Ltd. (India)

B. One 1^st level step down subsidiary namely:

a) KH Foges Pte. Ltd., subsidiary of Readymade Steel Singapore Pte. Ltd. (Singapore)

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and total 16 subsidiaries & 1 associate company, which is forming part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company www.kridhan.com. The Policy for determining material subsidiary is uploaded on the website of the Company and can be assessed at the link http://www.kridhan.com/kridhan invest policy determining material sub.php. The particulars of Subsidiaries have been given in Form AOC-1 in Annexure I.

8. Contracts and Arrangements with Related Parties

Your Company has formulated a policy on Related Party Transactions including policy for determining material subsidiaries and on materiality of related party transactions which are available on the Company’s website and is accessible at the link: http://www. kridhan.com/kridhan invest policy related party transactions.php.

All contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business and on an arm’s length basis.

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report. However, the Directors draw attention of the members to Note no. 38 of the Standalone Financial Statement which sets out related party disclosures.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature with Related Parties. A statement of all such related party transactions is presented before the Audit Committee on a quarterly basis for its review, specifying the nature and value of these transactions.

9. Share Capital

As on 31st March, 2018 the paid-up capital of the company was Rs. 18,95,58,410/- i.e. 9,47,79,205 Equity Shares of Rs. 2/per share. During the year under review, the Company through the Shareholders approval by Postal Ballot dated 9^th December, 2017 has increased its Authorised Share Capital from Rs. 18,00,00,000/- (i.e. 9,00,00,000 Equity Shares of Rs. 2/- each) to Rs. 20,00,00,000/- (i.e. 10,00,00,000 Equity Shares of Rs. 2/- each), details of the same are as under:

Class of Shares	No of Shares	Face Value	Authorised Capital (in Rs.)
Equity Share	10,00,00,000	2/- per share	20,00,00,000.00

During the year under review, the company has made fresh issue of Equity Shares and Convertible Securities details of which are as under:

A. Allotment of Warrants convertible into Equity Shares:

Date of Issue	Category of holder	Type of Security	No. of Security	Face Value	Issue Price	Consideration
06/12/2017	Non promoter	Warrants convertible into Equity Shares	22,50,000	2	90	Rs. 5,06,25,000/- (25% of consideration received at the time of allotment of warrants)

B. Allotment of Equity Shares issued under Qualified Institutional Placement of Shares (QIP):

Date of Issue	Category of holder	Type of Security	No. of Security	Face Value	Issue Price	Consideration
27/12/2017	Qualified Institutional Buyers (QIB’s)	Equity Shares	1,30,07,778	2	99	Rs. 1,28,77,70,022/-

C. Preferential Allotment of Equity Shares for consideration other than cash i.e Share Swap:

Date of Issue	Category of holder	Type of Security	No. of Security	Face Value	Issue Price
12/02/2018	Non-promoter	Equity Shares	76,79,662	2	102.11

10. Management Discussion and Analysis Report

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company’s operations forms part of this Annual Report.

11. Corporate Governance

A report on Corporate Governance along with a certificate from the Practicing Company Secretary of the Company regarding the compliance of conditions of corporate governance as stipulated under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015 forms part of this Annual Report.

12. Matters Related to Directors and Key Managerial Personnel

A. Board of Directors and Key Managerial Personnel (KMP):

During the year following changes took place in the Directors and KMP’s of the Company:

- Mr. Subodh Sharma (DIN: 02235204) was appointed as Additional Director (Whole-time Director) w.e.f. 9th January, 2017 and resigned w.e.f. 31st August, 2017.

Mr. Rupesh Jhaveri resigned from the post of Chief Financial Officer w.e.f. 21st October, 2017 and Mr. Ashok Goyal was appointed as Chief Financial Officer w.e.f. 21st October, 2017.

Mr. Sandeep Mittal (DIN: 00534400) resigned from the post of Independent Director w.e.f. 6th December, 2017 and Mr. Shekhar Bhuwania was appointed as an Additional (Independent) Director w.e.f. 6th December 2017.

The Company has formulated policy on appointment of directors and senior management, remuneration to directors and remuneration to Key managerial personnel and others as per Section 178 of the Companies Act, 2013. The policy can be accessed on the website of the Company at the link http://www.kridhan.com/kridhan invest policy code of conduct directors.php.

B. Declaration of Independent Directors:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

13. Disclosures Related to Board, Committees

And Policies

A. Board Meetings:

The Board of Directors met 8 (eight) times in the year under review in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. The details about the board meetings and the attendance of the directors are provided in Corporate Governance Report.

B. Directors’ Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirm that:

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

b) such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2018 and of the profits of the Company for the year ended on that date;

c) proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

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

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

C. Board Committees:

All Committees of the Board of Directors are in line with the provisions of the Companies Act, 2013 and the applicable SEBI (LODR) Regulations, 2015. Following are the committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders’ Grievance Committee

d. Risk Management Committee

e. Preferential Allotment Committee

f. Postal Ballot Committee

g. QIP Committee

Kindly refer section on Corporate Governance, for matters relating to constitution, meetings, terms of reference and functioning of various Board Committees.

D. Policy on Directors Appointment, Remuneration and Boards Performance:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and its committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

The policy can be accessed on the website of the Company at the link http://www.kridhan.com/ kridhan invest policy code of conduct directors.php

In compliance with the requirements of Section 178 of the Companies Act, 2013, Rules framed thereunder and pursuant to the provisions of Regulation 19(4) of the Listing Regulations, the Board of Directors of the Company has a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel, Functional Heads and other employees of the Company. The Policy provides for criteria and qualifications for appointment of Director, Key Managerial Personnel (KMPs), remuneration to them, Board diversity etc. The said policy is available on the Company’s website http://www.kridhan.com/kridhan invest policy nomination remuneration.php.

E. Payment of remuneration / commission to executive directors from holding or subsidiary companies:

Mr. Anil Agrawal, Managing Director of the company is in receipt of remuneration in capacity of Director from Singapore base subsidiary(ies) of the company. The Company has no holding company.

F. Whistle Blower Policy/ Vigil Mechanism for the Directors and Employees:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company at http://www.kridhan.com/kridhan invest policy whistle blower.php

14. Particulars of Employees

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee’s remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

15. Secretarial Standards

The Directors state that applicable Secretarial Standard i.e. SS-1 and SS-2, relating to ‘Meeting of the Board of Directors’ and ‘General Meeting’, respectively, have been duly followed by the Company.

16. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure II herewith and which forms part of this Report.

17. Auditors and their Reports

The matters related to Auditors and their Reports are as under:

A. Statutory Auditors:

M/s. MKPS & Co., (Firm Registration No: 302014E) Chartered Accountants, Mumbai were appointed as Statutory Auditors of the Company by the Members at the 11^th Annual General Meeting (AGM) held on 29th September, 2017 to hold office from the conclusion of the 11^th AGM until the conclusion of the 13^th AGM of the Company in accordance with provisions of the Companies Act, 2013 and will continue to be Statutory Auditors of the Company till their term expires.

B. Observations of statutory auditors on financial statements for the year ended 31st March, 2018:

The Auditors’ Report to the members for the year under review does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors has not reported any matter to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

C. Secretarial Auditor & Report:

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. HS Associates, Practicing Company Secretaries, in Form MR-3 for the FY 2017-18 forms part to this report, marked as Annexure III. The said report does not contain any adverse observation or qualification or modified opinion requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. However the observations as regards delay in filing certain returns due to procedural aspects which have been duly complied with.

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

The particulars as required under the provisions of Section134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

A. Conservation of Energy:

a) the steps taken or impact on conservation of energy: NA

b) the steps taken by the company for utilizing alternate sources of energy: NA

c) the capital investment on energy conservation equipments: NA

B. Technology Absorption:

a) the efforts made towards technology absorption: NA

b) the benefits derived like product improvement, cost reduction, product development or import substitution: NA

c) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA

the details of technology imported; the year of import;

whether the technology has been fully absorbed;

if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

the expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Outgo:

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with the Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange earnings and outgo is provided under:

19. Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

20. Significant and Material Orders passed by the Regulators/ Courts, if any

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

21. Material changes and commitment if any, affecting financial position of the Company from the end of financial year till the date of the report

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this Report.

22. Sexual Harassment Policy

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act. The policy can be accessed on the website of the Company at the link http://www.kridhan.com/kridhan invest policy sexual harassment.php.

23. Acknowledgment and Appreciation

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/associates,financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members forreposing their confidence and faith in the Company and its Management.

For and on behalf of the Board of Directors,

Kridhan Infra Limited

Anil Agrawal

Date: 14th August, 2018 Chairman & Managing Director

Place: Mumbai DIN: 00360114

Registered Office:

203, Joshi Chambers,

Ahmedabad Street,

Carnac Bunder, Masjid (East),

Mumbai 400009.

CIN:L27100MH2006PLC160602

Tel: [phone]

Email: [email protected]

Website: www.kridhan.com

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Mar 31, 2015

The Directors present their Ninth report together with the Audited Financial Statements of your Company for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Standalone Consolidated Particulars Year ended Year ended

31.3.2015 31.3.2014 31.3.2015 31.3.2014

Total Income 8028.97 3769.18 65173.80 67987.21

Depreciation 88.00 87.81 2783.61 2144.29

Profit before tax 169.14 125.46 3663.50 5056.41

Provision for taxation 43.65 38.97 438.99 563.97 Appropriation:

Profit after-tax 125.49 86.50 3224.51 4492.44

Balance of profit b/f 664.88 636.98 6818.40 2828.76 Transfer to:

Dividend and Div Distribution Tax_ 61.51 58.59 - -

Minority Interest - - 316.64 502.79

Balance carried to Balance sheet 728.86 664.88 9726.27 6818.40

2. Dividend

Your Directors have recommended a dividend of Rs.0.20 (10 per cent) per equity share for the financial year 2014-15 which, if approved at the ensuing 9th Annual General Meeting (AGM), will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on 28th September, 2015 as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose. The Dividend payout as proposed is in accordance with the Company's policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company's growth plans and to achieve optimal financing of such plans through internal accruals.

3. Transfer to Reserves

During the financial year 2014-15 the Company has not transferred amount to any reserve.

4. Operations/ State of the Company's Affairs

Even as the economic environment in India continued to be challenging, the situation improved somewhat as the year progressed, especially in the second half of 2014-15. According to the advance estimates released by the Central Statistical Organization (CSO), India's GDP growth is expected to be 7.5 per cent in 2014-15, around percentage point higher than the previous year.

The consolidated total income of your Company was Rs. 65173.80 lakhs in 2014-15 as compared to Rs. 67987.21 lakhs in 2014-15. The consolidated Profit before tax (PBT) stood at Rs. 3663.50 lakhs in 2014-15 as compared to Rs. 5056.51 lakhs, whereas the consolidated profit after tax (PAT) after minority interest was Rs. 2907.87 lakhs as compared to Rs. 4004.30 lakhs during 2013-14.

Total income of your Company as a standalone entity increased from Rs. 3769.18 lakhs in 2013-14 to Rs. 8028.97 lakhs in 2014-15. PBT was Rs. 169.14 lakhs in 2014-15 as compared to Rs. 125.46 lakhs in 2013-14, whereas PAT was Rs. 125.49 lakhs in 2014-15 as compared to Rs. 86.50 lakhs in 2013-14.

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

5. Auditors

The Board has recommended to the shareholders for ratification of re-appointment of M/s. MKPS & Co., Chartered Accountants, Mumbai, as the Auditors to hold office from the ensuing Annual General Meeting till the conclusion of the 10th Annual General Meeting to be held in the year 2016 as per resolution passed in Annual General Meeting held in the year 2014 and to fix their remuneration.

The notes of the financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

6. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 The details are provided in the standalone financial statement at Note no.2.13 Particulars of investment made under Section 186 of the Companies Act, 2013 are provided in the standalone financial statement at Note no. 2.13

7. Subsidiaries/ Joint Ventures & Associate Companies

As on 31st March, 2015 the Company had two subsidiaries namely Readymade Steel Singapore Pte. Limited [Singapore) and Kridhan Infra Solutions Private Limited (India). During the year, wholly owned subsidiary named Readymade Steel Hong Kong Limited was de-registered as a subsidiary in Hong Kong

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary & associate companies, which is forming part of the Annual Report. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.kridhan.com. The Policy for determining material subsidiary is uploaded on the website of the Company and can be assessed at the link, i.e www.kridhan.com. The particulars of Subsidiaries has been given in Form A0C-1 in Annexure I.

8. Contracts And Arrangements With Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, the requirement of giving particulars of contracts / arrangements made with related parties, in Form A0C-2 are not applicable for the year under review.

The Policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company's website www.kridhan.com

Your Directors draw attention of the members to Note no.2.35 to the standalone financial statement which sets out related party disclosures.

9. SHARE CAPITAL Increase in Authorized Capital

Pursuant to approval of members in Annual General Meeting, the authorized capital of the company has been increased from Rs.16,00,00,000/- to Rs. 18,00,00,000/-

Increase in Paid-Up Capital

During the year, the paid-up capital of the Company has increased from Rs. 123183530 as of March 31, 2014 to Rs. 135633530/- as of March 31, 2015.

10. Warrants convertible into equity shares

During the year, the Board converted 62,25,000 warrants into 62,25,000 equity shares of Rs. 2/- each to Promoters Group on 7th March, 2015 and 27th March, 2015.

On 9th April, 2015, the Board converted 37,75,000 warrants into 37,75,000 equity shares of Rs.2/- each to Promoter and 15,00,000 warrants into 15,00,000 equity shares to Non- Promoter.

Further, on 29th May, 2015, the Board converted 2,50,000 warrants into 2,50,000 equity shares of Rs. 2/- each to Non-Promoter.

11. Sub-Division of Shares

The Member approved the sub-division of the Equity Shares in Annual General Meeting held in year 2014. whereby 1 (One) Equity Share having a nominal face value of Rs. 10 (Rupees Ten only) was sub-divided into 5 (Five) Equity Shares of nominal face value of Rs. 2 (Rupee Two) only each. Consequent amendment to the capital clauses of the Memorandum of Association of the Company were also approved by the members..

12. Change of Registered Office

During the year, registered office of the company was shifted to 207, Tirupati Udyog, I.B.Patel Marg, Goregaon [East), Mumbai - 400063 with effect from 25th June 2014, further during the period under review, registered office of the company was shifted to A/13, Cross Road No. 5, Kondivita Road, Andheri (East), Mumbai- 400093 with effect from 01st June, 2015.

13. Change of Name

During the year, the name of the Company changed its name from Readymade Steel India Limited to Kridhan Infra Limited w.e.f 24th June, 2014

14. Management Discussion and Analysis Report

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company's operations forms part of this Annual Report.

15. Corporate Governance

A report on Corporate Governance along with a certificate from the Practicing Company Secretary of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

16. Directors

During the year, the company welcomed on Board Ms. Nikki Agarwal as woman director appointed on 31st March 2015. The Board of Director has approved appointment of Managing Director Anil Agrawal whose term expired on 24 August 2015. The term of appointment of Managing Director is further extended for period 3 years subject to approval of members at annual general meeting.

The Board proposes appointment of Whole Time Director Satyajit Das whose term expires on 28 September 2015 subject to members approval at annual general meeting.

During the year under review, the CFO of the Company, Mr. Arnab Ghosh has resigned w.e.f 1st June, 2015 and the Company is in process of filing the vacancy for the post of CFO as per the Listing Agreement.

Independent directors have given their declaration under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, evaluation of every Director's performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-independent Directors and the Board as a whole, Committees thereof and Chairperson of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

Company has formulated policy on appointment of directors and senior management, remuneration to directors and remuneration to Key managerial personnel and others as per section 178 of Companies Act, 2013.

17. Policy on Directors Appointment, Remuneration & Boards Performance

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

18. Meetings

During the year Seven Board Meetings were convened and held the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

19. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

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

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2015 and of the profit of the Company for that period;

(c) they had 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) they had prepared the annual accounts on a going concern basis;

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

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

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

In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies'(Disclosures of Particulars in the Report of the Board of Directors) Rules,1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company

During the year under review, your Company has earned foreign exchange and the details of the amount spent in foreign exchange are as below

Amount in Rs.

Sr. No 2014-15 2013-14

1. Foreign Exchange Earnings 1,42,13,609 71,92,312

2. Foreign Exchange Outgo 89,25,555 3,31,14,745

21. Particulars of Employees

In terms of provisions of Section 138 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 as amended the Company has no employees who were in receipt of the remuneration of Rs.60, 00,000/- or more per annum during the year ended 31st March, 2015 or Rs. 5, 00,000/- or more per month during any part of the said year.

The information pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee's remuneration is made available at the registered office of the Company during working hours for a period of twenty one (21) days before the date of the meeting.

22. Extract of Annual Return

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

23. Secretarial Auditor & Report

The Board has appointed M/s. H S Associates, Practicing Company Secretaries to conduct the secretarial audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure III to this Report.

24. Whistle Blower Policy/ Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. It is available on the Company's website www.kridhan.com

25. Sexual Harassment Policy

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act.

26. Acknowledgment

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers, joint venture partners and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

On behalf of Board of Directors

For Kridhan Infra Limited



Sd/-

Anil Agrawal

Chairman / Managing Director

Date : 14/8/2015

Place : Mumbai

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Mar 31, 2014

Dear Members,

Kridhan Infra Limited (Formerly Known as Readymade Steel India Limited)

The Directors submit the 8th Annual Report of the Company along with the audited financial statements for the financial year ended March 31,2014

FINANCIAL RESULTS

The brief highlights of financial results of the Company for the Financial Year 2013-14 as compared to the previous financial year 2012-13 are as under:

Standalone Consolidated_ 2013-141 2012-13 2013-141 2012-13 Sales 3769.18 5079.36 67,987.21 46,915.10

Other Income 172.06 92.26 796.23 1099.75

Profit/ (Loss)

before Tax 125.46 88.90 5056.41 4143.88

Provision for taxation

Current Tax 26.30 17.79 548.91 454.29

Deferred Tax 12.67 (28.32) 15.06 (28.32)

Profit/(Loss) After Tax 86.50 99.44 4004.30 3431.26

Add: Balance brought forward 0 0 0 0

Add/(Less):

Taxation of earlier years 0 0 0 0

Less: Provision for gratuity 0 0 0 0

Less: Provision for dividend 58.59 0 0 0

Balance carried to Balance Sheet 27.90 99.43 4004.30 3431.26

OPERATIONS

On consolidatated basis the turnover of the Company increased from Rs.46915.10 lacs in previous year to Rs.67987.21 lacs in this year. The annualized percentage increased in turnover amounted to 44.91%.The net profit increased from Rs.3431.26 lacs in previous year to Rs.4004.30 lacs in this year. The annualized percentage increased in net profit to 16.70%.

DIVIDEND

During the financial year 2013-14, your Company declared and paid its first interim dividend of Rs.0.50/- per equity share of the face value of Rs. 10/- each in themonth of December, 2013. In addition, your Directors recommend payment of Rs.0.50/- per equity share as the final dividend for the financial year 2013-14. If approved, the total dividend (interim and final dividend) for the financial year 2013-14 will be Rs.1.00/- per equity share of the face value of Rs.10/- each.

SUB-DIVISION OF SHARES

The Board of Directors considered and approved the sub-division of the Equity Shares of your Company whereby 1 (One) Equity Share having a nominal face value of Rs. 10 (Rupees Ten only) will be sub-divided into 5 (Five) Equity Shares of nominal face value of Rs. 2 (Rupee Two) each. Consequent amendment to the capital clauses of the Memorandum of Association of the Company were also approved by the Board, subject to approval of the shareholders at the ensuing Annual General Meeting.

PREFERNTIAL ISSUE OF SECURITIES

During the year the Board have allotted 23,00,000 convertible warrants to Promoter & Non Promoter on 10/10/2013 and 400000 covertible warrants to Non- Promoter on 10/04/2014.

As on date of this report 27,00,000 lacs convertible warrants are pending for conversion into equity shares.

Further during the year the company has also allotted 6,00,000 lacs equity shares on preferential basis to general public on 28/03/2014.The said shares are duly listed on Bombay Stock Exchange.

UTILIZATIONS PREFERENTIAL ISSUE PROCEEDS

During the financial year 2013-2014 the company had raised an aggregating amount of Rs. 402.50 lacs by way of preferential issue of warrants. Out of the said proceeds, the Company has utilized Rs. 402.50 lacs towards working capital Rs. (295.03) Lacs And Financial Expense Rs. (107.47) lacs.

Public Deposits

During the year under review, your company has neither invited nor accepted any fixed deposits from the public. DIRECTORS

During the year Mr. Satyajit Das, Whole- time Director of the Company is retiring by rotation and being eligible offers himself for re- appointment.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Mahesh Garg, Mr. Abhijit Ranade and Mr. Sandeep Mittal as Independent Directors for five consecutive years for a term upto 31 March 2019.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2014 your Company has 3 direct Subsidiaries. The Ministry of Corporate Affairs, Government of India has issued circular No.2/2011 dated 8th Feb, 2011 granting general exemption to companies under section 212(8) from attaching the documents referred to in section 212 (1) pertaining to its subsidiaries subject to approval by the Board of Directors of the Company and furnishing of certain financial information in the Annual Report.

The Board of Directors of the Company has accordingly decided to dispense with the requirement of attaching to its Annual Report the annual audited account of the Company''s subsidiaries.

Accordingly, the Annual Report of the Company does not contain the individual financial statement o these subsidiaries, but contains the audited consolidated financial statements of the Company, its subsidiaries.

CHANGE OF NAME:

The name of company was changed from Readymade Steel India Limited to Kridhan Infra Limited vide members resolution passed Extra Ordinary General meeting on 18th March 2014. Pursuant to name change fresh certificate of incorporation dated 24th June 2014 was issued by Registered of Mumbai, Maharashtra and said change was also updated in BSE records. CHANGE OF REGISTERED OFFICE

During the period under review, registered office of the company was shifted to 207, Tirupati Udyog, IB Patel Marg, Goregaon (E), Mumbai - 400063 with effect from 25th June 2014.

AUTHORISED CAPITAL

During the year the authorised capital was increased from 15,00,00,000 to 16,00,00,000 vide members resolution passed in EGM held on 18th March 2014. The paid up capital of the company was increased from 1,17,18,353 to 1,23,18,353 pursuant to allotment of 600000 equity shares on preferential basis on 28th March 2014.

AUDITORS

M/s. M K P S & Associates, Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting, have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under Section-141(3)(g) of the Companies Act, 2013, has been obtained by the Company from them. The members are requested to consider their re-appointment and fix remuneration. AUDITORS REPORT

The observations of the Auditors in their report read together with the Notes to Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor''s reports do not contain any reservation, qualification & adverse remark for the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its businesses is given in theManagement Discussion and Analysis, which forms part of this report.

CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the ListingAgreement, a separate Report on Corporate Governance alongwith a certificate from Company Secretary in Whole time practice on compliance of company forms an integralpart of this Report.

SECRETARIAL AUDITS

In pursuance of section 204 of the Companies Act, 2013, The Company has appointed M/s. HS Associates, Company Secretaries in whole time practice for auditing the secretarial and related records of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

- in preparation of the annual accounts for the year ended 31stMarch, 2014 the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956 have been followed;

- the accounting policies have been selected and applied consistently and the judgements and estimates made, are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as on 31st March, 2014 and of the profit of the Company for the year ended that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act,2013 to the extent applicable, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

- the annual accounts have been prepared on a going concern basis.

BOARD COMMITTEES

The Board of Directors at its meeting held on 27th May, 2014 has rechristened the existing Remuneration Committee as Nomination and Remuneration Committee and Investors Grievance Committee as Stakeholders Relationship Committee so as to be in line with what is prescribed under the Companies Act, 2013 and Clause 49 of the amended Listing Agreement with the Stock Exchanges.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended the Company has no employees who were in receipt of the remuneration of Rs.60, 00,000/- or more per annum during the year ended 31st March, 2014 or Rs. 5, 00,000/- or more per month during any part of the said year. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies''(Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

During the year under review, your Company has earned foreign exchange and the details of the amount spent in foreign exchange are as below

2013-2014 2012-2013 a) Foreign Exchange Earnings (Rs. in lacs) 7192312 Nil b) Foreign Exchange Outgo (Rs. in lacs) Nil Nil

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and support received from the Banks, Financial Institutions, Shareholders, Customers and Suppliers. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors lookforward to their continued support in future.

For and on behalf of the Board For Kridhan Infra Limited (Formerlyknown as Readymade Steel India Limited)

Sd/- Place: Mumbai Anil Agrawal Date: 13.08.2014 Chairman &Managing Director

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Mar 31, 2013

Dear Members,

Readymade Steel India Limited

The Directors are pleased to present the 7th Annual Report together with the audited accounts of the Company for the fnancial year ended 31st March, 2013.

FINANCIAL RESULTS

The brief highlights of fnancial results of the Company for the Financial Year 2012-13 as compared to the previous fnancial year 2012-13 are as under:

(Rs. in Lacs)

Standalone Consolidated 2012-13 2011-12 2012-13 2011-12

Sales 5079.36 7749.431 46915.1

Other Income 43.82 87.61 1099.75

Proft/ (Loss) before Tax 88.91 287.451 4143.881

[Provision for taxation

[Current Tax 17.791 57.851 454.291

Deferred Tax -28.32 3.3 -28.32

Proft/(Loss) After Tax 99.441 226.31 3431.261

Add: Balance brought forward 537.541 311.241 1 1

|Add/(Less): Taxation of earlier years -1 -1 -1 -1

[Less: Provision for gratuity 1.131

[Balance carried to Balance Sheet 635.851 537.541 -1 -1

DIVIDEND

In view of the need to conserve resources, the Board of Directors does not recommend any dividend for the year.

OPERATIONS

During the year under review, on standalone basis, the Company reported, revenue from operations at Rs. 5079.36 lacs as compared to Rs. 7749.53 lacs in the previous year. Proft before tax decreased to Rs. 88.90 lacs from Rs. 287.45 lacs and proft after tax declined to Rs. 99.44 lacs as compared from Rs. 226.3 lacs in previous fnancial year.

The business environment has been challenging due to sluggishness in Indian economy and high volatility in the exchange rate. Your Directors are confdent that the company will strive hard to deliver and improved performance and confdent of future growth of the company.

On consolidated basis, the revenue from operations stood Rs. 46915.1 lacs during fnancial year 2012-13. Proft before tax reported at Rs. 4143.88 lacs and proft after tax was Rs. 3431.26 lacs. On Consolidated basis the EPS of the company is Rs. 29.28 EPS for fnancial year 2012-13 against EPS of Rs. 2.10 on standalone basis.

DIRECTORS

As per the provisions of Section 256 of the Companies Act, 1956, Mr. Sandeep Mittal, Director of the Company shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

EMPLOYEE STOCK OPTIONS:

As per scheme of RMS ESOS 2010, Company shall grant such number of options convertible into Equity Shares as may be determined by the Compensation-cum-Remuneration Committee (''the Grant”). The Compensation-cum-Remuneration Committee has granted 1,16,000 options pursuant to its resolution dated November 8, 2010. Each option shall entitle an employee to one Equity Share and the maximum number of options that may be granted under ESOS 2010 is 1,16,000.

Till date Company has not allotted any shares pursuant to scheme of ESOS.

SUBSIDIARY COMPANIES AND THEIR BUSINESS

The company has expanded its business/ presence in Singapore through KH Foges Pte. Limited, acquired by your Company''s wholly owned subsidiary Readymade Steel Singapore Pte, Limited. The principal activities of the KH Foges are those of civil engineering, piling, foundation and geotechnical engineering works, mixed construction activities and marine services. The turnover of the company KH Foges Pte. Limited as of March 2013 was Rs. 41835.74 lacs as compared to Rs. 32651.35 lacs for the year ended 2011. Proft before tax stood at Rs. 4054.98 lacs in 2012- 13 against Rs. 2202.75 lacs for the year ended December 2011.Proft aftertax rose to Rs. 3331.83 lacs against Rs. 1841.43 lacs in December 2011.

Till now the company has completed 180 projects. Today the company''s expertise continues to be in demand in challenging piling and foundation projects. The expertise spans across services like pre-cast piling and jointed piling; cast in place concrete piles, driven and bored piling. The experience in ground engineering has strengthened the competencies in erecting vertical structures.

AUDITORS

M/s. M K P S & Associates, Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting, have offered themselves for re-appointment as Auditors of the Company. A written certifcate to the effect that their appointment, if made, would be within the prescribed limits under Section-224(1B) of the Companies Act, 1956, has been obtained by the Company from them. The members are requested to consider their re-appointment and fx remuneration.

AUDITORS REPORT

The observations of the Auditors in their report read together with the Notes to Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor''s reports do not contain any reservation, qualifcation & adverse remark for the fnancial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed section on the Management Discussion and Analysis forms part of this Report as Annexure I

CORPORATE GOVERNANCE

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of listing agreement. Separate reports on Corporate Governance forms part of this report as Annexure II

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors confrm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

ii) Appropriate accounting policies have been selected and have 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 fnancial year 2012-2013 and Proft of the Company for that the year ended on 31st March, 2013;

iii) Proper and suffcient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

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

CONSERVATION OF ENERGY:

The scope for conservation of energy is limited in the type of industry in which your Company is engaged. However, the Company continues to accord high priority to conservation of energy by opting for more power effective replacements of equipments and electrical installations. No specifc investment proposals are envisaged.

Form ''A'' of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable as our industry is not included in the Schedule to the said Rules.

TECHNOLOGY ABSORPTION:

Every effort is being made by the company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to serve the Company''s clients.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Notes forming part of the Accounts for the year ended on 31st March, 2013.

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended the Company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the year ended 31st March, 2012 or Rs. 5,00,000/- or more per month during any part of the said year.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and support received from the Banks, Financial Institutions, Shareholders, Customers and Suppliers. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

For and on behalf of the Board

For Readymade Steel India Limited

Sd/-

Place: Mumbai Anil Agrawal

Date: 31.08.2013 Managing Director

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Mar 31, 2012

The Directors have immense pleasure in presenting the 6th Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The brief highlights of financial results of the Company for the Financial Year 2011-12 as compared to the previous financial year 2011-12 are as under:

(Rs.in Lacs) Year Ended Year Ended 31/03/2012 31/03/2011

Sales 7749.43 10,105.48

Other Income 87.61 1.78

Profit/ (Loss) before Tax 287.45 374.23

Provision for taxation Current Tax 57.85 79.76

Deferred Tax 3.30 66.70

Profit/(Loss) After Tax 226.30 227.77

Add: Balance brought forward 311.24 83.47

Add/(Less): Taxation of earlier years

Less: Provision for gratuity - 1.20

Balance carried to Balance Sheet 537.54 311.24

DIVIDEND

In view of the need to conserve resources, the Board of Directors does not recommend dividend payment for the year.

OPERATIONS

Despite the recessionary trends which continued globally as well as domestically, your company performed satisfactorily and has achieved aggregate turnover of Rs. 7749.43 lacs against Rs. 10,105.48 lacs in the previous year. The Company has earned profit after tax and exceptional item of Rs. 226.30 lacs in 2011-2012 as compared to Rs. 227.77 lacs in the previous year. Your Directors are confident that the company will strive hard to deliver improved performance in the current year on the basis of certain strategic initiatives taken by it.

DIRECTORS

As per the provisions of Section 256 of the Companies Act, 1956, Mr. Mahesh Kumar Garg, Director of the Company shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Further the Board at its meeting held on August 14, 2012 appointed Mr. Satyajit Das as an additional director of the Company. In terms of the provisions of Section 260 of the Act, Mr. Satyajit Das would hold office up to the date of the ensuing Annual General Meeting. Your Board recommend appointment of Mr. Satyajit Das as Whole time Director, (Designated as Executive Director), at general meeting of the Company, for a period of three years with effect from September 29th, 2012.

Your Board takes on record sincere contribution of Smt. Krishna Devi Agrawal for her valuable advices from time to time to Company management, who has tendered her resignation as Director of the Company with effect from 5th September, 2012.

EMPLOYEE STOCK OPTIONS:

The Board of Directors of our Company introduced RMS Employee Stock Option Plan 2010 ("RMS ESOS 2010"). The purpose of ESOS 2010 is to attract, retain, reward, create a sense of partnership/ownership and motivate employees to contribute to the growth and profitability of our Company and its Subsidiaries.

As per scheme of ESOS, Company shall grant such number of options convertible into Equity Shares as may be determined by the Compensation-cum-Remuneration Committee ("the Grant"). The Compensation-cum-Remuneration Committee has granted

1, 16,000 options pursuant to its resolution dated November 8, 2010. Each option shall entitle an employee to one Equity Share and the maximum number of options that may be granted under ESOS 2010 is 1, 16,000.

As good Corporate Governance practices your Company has sought, your consent through ratification of ESOS 2010 plan, to facilitate execution of ESOS 2010, post listing of equity shares on Stock Exchange.

Till date Company has not allotted any shares pursuant to scheme of ESOS.

INVESTMENT IN KH FOGES PTE. LTD, SINGAPORE

On July 12, 2012, Company had successfully accomplished its acquisition of 90% stake in KH Foges Pte. Limited through Readymade Steel Singapore Pte. Limited, a wholly owned subsidiary company.

Other relevant details about the transaction are available in Management Discussion and Analysis section of the Annual Report.

As the holding subsidiary relationship has come into existence in the current financial year, the consolidation of results of the subsidiary would be carried out in the current year, as required.

JOINT VENTURE WITH CABR, CHINA

During the year under review your Company has entered into a technical collaboration with China Academy of Building Research (CABR) Technology Co., Ltd, China, to facilitate manufacturing and marketing of mechanical splicing system & couplers in India as well as specified territories aboard.

Other relevant details about the transaction are available in Management Discussion and Analysis section of the Annual Report. SUBSIDIARY COMPANY IN HONGKONG

Your Company has established "Readymade Steel Hong Kong Limited" a wholly owned subsidiary company in Hong Kong as a move towards overseas market penetration.

In view of there being no material transaction in respect of Joint Venture or subsidiary company at Singapore/Hong Kong during the financial year under review, no consolidation of financial statement been carried out by the management.

AUDITORS

M/s. M K P S & Associates, Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting, have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under Section-224(1B) of the Companies Act, 1956, has been obtained by the Company from them. The members are requested to consider their re-appointment and fix remuneration.

AUDITORS REPORT

The observations of the Auditors in their report read together with the Notes to Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor's reports do not contain any reservation, qualification & adverse remark for the financial year under review.

HUMAN RESOURCE

Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels.

Your Directors also wishes to place on record their appreciation for the dedication and commitment displayed by all executives, officers and staff at all levels of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Directors' Report.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with Stock Exchange.

Reports on Corporate Governance along with the Certificate from the Auditors' regarding the compliance of Corporate Governance conditions are made part of this Annual Report.

INSURANCE

All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.

BANKS

Your Directors wish to place on record their appreciation for the support from Company's bankers namely Union Bank of India.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

ii) Appropriate accounting policies have been selected and have 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 2011-2012 and Profit of the Company for that the year ended on 31st March, 2012;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

DEMATERIALIZATION & NOMINATION:

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold shares in an electronic/dematerialized form. In the best interest of all members, they are advised to register nomination with respective DP or RTA, immediately.

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

The scope for conservation of energy is limited in the type of industry in which your Company is engaged. However, the Company continues to accord high priority to conservation of energy by opting for more power effective replacements of equipments and electrical installations. No specific investment proposals are envisaged.

Form 'A' of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable as our industry is not included in the Schedule to the said Rules.

TECHNOLOGY ABSORPTION:

Every effort is being made by the company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to serve the Company's clients.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Notes forming part of the Accounts for the year ended on 31st March, 2012.

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended the Company has no employees who were in receipt of the remuneration of Rs. 60, 00,000/- or more per annum during the year ended 31st March, 2012 or Rs. 5, 00,000/- or more per month during any part of the said year.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the co-operation and assistance received from the Customers, Bankers, Regulatory bodies, Stakeholders including financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

For and on behalf of the Board For Readymade Steel India Limited

Place: Mumbai Anil Agrawal Satyajit Das

Date: 5th September, 2012. Managing Director Director

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Mar 31, 2011

Dear Members,

Readymade Steel India Limited

The Directors have immense pleasure in presenting the 5th Annual Report and Audited Accounts of your Company for the Financial Year ended 31st March, 2011, for your perusal, consideration and adoption.

FINANCIAL RESULTS

The brief highlights of financial results of the Company for the Financial Year 2010-11 as compared to the previous financial year 2009-10 are as under:

(Rs. in Lacs)

Year Ended Year Ended

31/03/2011 31/03/2010

Sales & Services 10105.63 3237.43

Other Income 1.64 35.57

Profit before Tax 375.43 110.75

Provision for Taxation

Current Tax 79.76 10.77

Deferred Tax 66.70 21.36

Profit After Tax 228.97 78.62

Add: Balance brought forward 83.47 6.58

Less: Taxation of earlier years 0.00 (1.73)

Less: Provision for gratuity (1.20)

Balance carried forward 311.24 83.47

DIVIDEND

Keeping in view the current economic scenario and future fund requirements of the Company for expansion of Khopoli Plants & setting up of new unit near New Delhi & Raipur and further to conserve resources to attain long term growth objectives of the Company, your directors do not recommend dividend for year under review.

OPERATING RESULTS AND PROFITS

After a good year 2009-10 during which economies across the world showed signs of recovery, the economic conditions globally continued to be strong and positive in 2010-11. For accelerating the process of economic development and removing regional disparities government stepped up the budgetary support to give thrust to development and proper maintenance of road network and other infra structure facilities, resulting in a strong growth for Infra structure solution providers.

Supported by its distinct product offerings for the infra structure developers your company has recorded a turnover o Rs. 10105.63 lacs, a growth of 212.15% over the previous year. While the company maintained a strong focus on cost control and market pricing, Inspite of increase in raw material cost and selling expenses EBITDA increased by Rs. 324.09 lacs as compared to the previous year. The Profit before Tax and Profit after Tax for 2010-11 was Rs. 375.43 lacs and Rs. 228.97 lacs respectively, as compared to Rs. 110.75 lacs and Rs. 78.62 lacs in the previous year. The Company has good order book of supplies of processed steel for next financial year.

PRE-IPO PLACEMENT

Vide Resolution dated 25th August 2010 at its Board of Directors meeting and at the AGM dated 29th September 2010, the Company has made a Pre-IPO placement of 761000 Equity shares of Rs. 10 each fully paid up. Of the above 189500 Equity shares were issued at a premium of Rs. 75/- per share and 571500 Equity shares at a premium of Rs. 90/- per share aggregating to Rs. 732.58 lacs.

INITIAL PUBLIC OFFERING (IPO)

The Company made an Initial Public offer of 3217153 equity shares of Rs 10/- at a price of Rs 108/- aggregating to Rs. 3474.53 lacs during the month of June 2011 to part finance the company's capacity expansion project of 63000 MT at the Existing Factory situated at Khopoli (Maharashtra) and to set up of new plants near New Delhi, Raipur with processing capacity of 50,000 MT each.

The above issue was made after getting clearance from the Securities and Exchange Board of India and Registrar of Companies, Maharashtra at Mumbai. The Issue opened on 27th June 2011 and closed on 29th June 2011. Consequent upon the allotment of 3217153 equity shares in the IPO, the paid up capital of the Company has increased to Rs 11, 71,83,530/- divided into 11718353 Equity shares of Rs 10/- each. The shares of the Company were listed on Bombay Stock Exchange Limited (BSE) on 13th July 2011.

NEW PROJECTS

The following are new projects envisaged by the Company:- a) The Company is enhancing its existing Khopoli plant capacity by another 63000 MT.

b) The Company is setting up two new plant , one near New Delhi and other near Raipur with processing capacity of 50000 MT each.

FIXED DEPOSITS

Your Directors report that the Company has not accepted any deposits during the current financial year.

DIRECTORS

As per the provisions of Section 260 of the Companies Act, 1956, Mr. Sandeep Mittal, Director of the Company shall be liable to retire at the ensuing Annual General Meeting. He being eligible, offered himself for re-appointment, if appointed at ensuing general meeting. Further, Smt. Krishna Devi Agrawal retires by rotation and being eligible, offers herself for re- appointment. The board recommend for their appointment at Annual General Meeting.

EMPLOYEE STOCK OPTIONS:

The Board of Directors of our Company introduced RMS Employee Stock Option Plan 2010 ("RMS ESOP 2010"). The purpose of ESOP 2010 is to attract, retain, reward, create a sense of partnership/ownership and motivate employees to contribute to the growth and profitability of our Company and its Subsidiaries.

As per scheme of ESOP, Company shall grant such number of options convertible into Equity Shares as may be determined by the Compensation-cum-Remuneration Committee ("the Grant"). The Compensation-cum-Remuneration Committee has granted 1,16,000 options pursuant to its resolution dated November 8, 2010. Each option shall entitle an employee to one Equity Share and the maximum number of options that may be granted under ESOP 2010 is 1,16,000.

Till date Company has not allotted any shares pursuant to scheme of ESOP.

AUDITORS

M/s. M K P S & Associates, Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting, have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under Section-224(1B) of the Companies Act, 1956, has been obtained by the Company from them. The members are requested to consider their re-appointment and fix remuneration.

AUDITORS REPORT

The observations of the Auditors in their report read together with the Notes to Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. Further, with reference to observation of auditors as to Internal Audit, your directors place on record the fact that the Company has set up Internal Audit system during first quarter F.Y 2011 – 12. Except this, the auditor's reports do not contain any reservation, qualification & adverse remark for the financial year under review.

HUMAN RESOURCE

Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels.

Your Directors also wishes to place on record their appreciation for the dedication and commitment displayed by all executives, officers and staff at all levels of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Directors' Report.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with Stock Exchange.

Reports on Corporate Governance along with the Certificate from the Auditors' regarding the compliance of Corporate Governance conditions are made part of this Annual Report.

INSURANCE

All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.

BANK

Your Directors wish to place on record their appreciation for the support from Company's bank namely Union Bank of India.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

ii) Appropriate accounting policies have been selected and have 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 2010-2011 and Profit of the Company for that the year ended on 31st March, 2011;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

DEMATERIALIZATION & NOMINATION:

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold shares in an electronic/dematerialized form. Those shareholders holding equity shares in physical form are advised to take benefits of dematerialization. In the best interest of all members, they are advised to register nomination with respective DP or RTA, immediately.

GREEN INITATIVE:

The Ministry of Corporate Affairs ( MCA), has taken a "Green Initiative in Corporate Governance" vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011, respectively, by allowing paperless compliances by companies through electronic mode. Companies are now permitted to send various communications / documents (including Notice of General Meetings, Audited Financial Statements, Directors Report, Auditors Report and all other documents including Postal Ballot documents) to its Members through electronic mode, to the registered e-mail address of the Members.

Your Company proposes to henceforth effect all communications / documents, as may be allowed from time to time including Annual Report for the financial year 2010 – 11, in electronic form to its Members, to the e-mail address provided / updated by you and made available to the Company by the Depositories, which will be deemed to be your registered e-mail address for serving the necessary communications / documents. Your Directors also request you to register your e-mail address with your DP for the purpose of serving documents by the Company in electronic mode, if your e-mail address is not registered with your Depository Participant (DP).

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

CONSERVATION OF ENERGY:

The scope for conservation of energy is limited in the type of industry in which your Company is engaged. However, the Company continues to accord high priority to conservation of energy by opting for more power effective replacements of equipments and electrical installations. No specific investment proposals are envisaged.

Form 'A' of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable as our industry is not included in the Schedule to the said Rules.

TECHNOLOGY ABSORPTION:

Every effort is made by the company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to serve the Company's clients.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Notes forming part of the Accounts for the year ended on 31st March, 2011.

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended the Company has no employees who were in receipt of the remuneration of Rs.60,00,000/- or more per annum during the year ended 31st March, 2011 or Rs.5,00,000/- or more per month during any part of the said year.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the co-operation and assistance received from the Customers, Bankers, Regulatory bodies, Stakeholders including financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review. For and on behalf of the Board

For Readymade Steel India Limited

Anil Agrawal Krishna Devi Agrawal

Managing Director Director

Place : Mumbai

Date : 3rd September, 2011