Directors Report of Kanishk Steel Industries Ltd.

Mar 31, 2024

The Board of Directors the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31,2024.

Financial Summary :

The Company''s financial performances for the year under review along with previous year''s figures are given hereunder : Rupees in Lakhs

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Sales	38,808.03	40,220.89
Profit after Interest & Depreciation	381.49	1,425.42
Provision for Tax	121.47	475.52
Profit after Tax	260.02	949.90
Add : Taxation Adjustments of Previous Years
Add : Balance of Profit brought from previous year
Profit available for Appropriation	260.02	949.90
APPROPRIATIONS
Equity Dividend Proposed (Final)
Dividend Distribution Tax (Final)
Transfer to General Reserve
Balance Carried Forward		-

COMPANY''S PERFORMANCE:

Your Company is engaged in manufacture and supply of Iron & Steel products. The company''sbranded steel products which are most vibrant, relevant, and preferred by most customers for quality at competitive prices and effective management helped the company to perform well even at the challenging market conditions.

During the year, the turnover was Rs. 38,808.03 Lakhs as against Rs. 40,220.89 Lakhs for the previous year. The profit after tax of was Rs. 260.02 Lakhs as against Rs. 949.90 Lakhs for the previous year.

DIVIDEND:

With a view to conserve the resources of the Company, no dividend has been recommended by your directors for year ended March 31,2024.

CONSOLIDATED FINANCIAL RESULTS:

The Company has no subsidiary, associate, and joint venture companies and therefore, preparation and presentation of Consolidated Financial Statements does not arise for the year ended March 31,2024.

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

The Company have no subsidiaries, joint ventures, or associate companies. During the year under review no companies have become or ceased to be the subsidiaries, joint ventures or associates of the Company.

RESERVES:

For the financial year ended March 31,2024, your directors do not recommend transfer of any amount to any reserves.

MANAGEMENT DISCUSSION & ANALYSIS :

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

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

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

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

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

MEETINGS OF THE BOARD :

Five (5) Board Meetings were held during the financial year under review and the details of which are available in Report on Corporate Governance as Annexure-II. B, which forms an integral part of this Report.

DIRECTORS AND KMP:

During the financial year under review, there was no change in the Board of Directors/ KMP of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

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

CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34 read with point C & E of Schedule V of SEBI (LODR) Regulations, 2015, a separate Report on Corporate Governance for the financial year ended March 31,2024 along with the Auditor''s Certificate on Compliance is enclosed as Annexure-II.A and is forming part of this Report.

AUDIT COMMITTEE:

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

AUDITORS AND AUDITORS'' REPORT:

M/s. Chaturvedi & Partners (FRN: 307068E), Chartered Accountants, Chennai was appointed as auditors at the 32nd AGM held on 30th September 2022 for a period of five years and their term expires with the conclusion of the 37th AGM to be held for the financial year 2026-27. The Auditors being eligible continue to hold their office for the remaining period.

For the financial year under review, there are no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise.

COST AUDITOR:

The Board appointed M/s. Vivekanandan & Unni Associates, Cost and Management Accountants, as the Cost Auditors for the financial year 2024-25 to carry out the cost audit of Company''s records and fixed a remuneration of Rs.70,000/- subject to members'' approval.

LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of investments, loans and guarantees covered under the provisions of section 186 of the Companies Act, 2013 read with the rules made there under are provided in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arms'' length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. However, pursuant to the provisions of Regulation 23(2) of the SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee was sought for entering into the Related Party Transactions. During the financial year, the Company had not entered into any contract / arrangement /transactions with Related Parties which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Accounting Standard 18, the Related Party Transactions are disclosed in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

There were no materially significant transactions with Related Parties during the financial year 2023-24 which conflicted with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements. The Corporate Governance Report contains relevant details on the nature of Related Party Transactions (RPTs) and the policy formulated by the Board on Material RPTs. Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC -2 as Annexure-IV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS :

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

MATERIAL CHANGES AND COMMITMENTS :

There were no material changes and commitments affecting the financial position of the Company between the end of financial year i.e., March 31, 2024 and the date of the Report i.e., 28th May 2024.

ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at www.kanishksteeIs.in

REMUNERATION POLICY:

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

SECRETARIAL STANDARDS:

The Company is pleased to report that during the financial year under review, the Company has complied with all the provisions of applicable Secretarial Standards i.e., the Secretarial Standard-1 for the meeting of Board of Directors and the Secretarial Standard-2 for the General Meeting of the Shareholders issued by the Institute of Companies Secretaries of India (ICSI) as per the provisions of Section 118(10) of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s.M K Madhavan & Associates, Company Secretaries, Chennai to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

There are no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise. The Secretarial Audit Report is given as Annexure-VIII forming part of this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

DEPOSITS:

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

SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE COMPANY:

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

BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by Independent Directors.

Details of the same are given in the Report on Corporate Governance annexed hereto. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Section 135 of the Companies Act, 2013 mandates every Company having minimum threshold limit of net worth, turnover or net profit as prescribed to constitute a Corporate Social Responsibility Committee of the Board, formulation of a Corporate Social Responsibility Policy that shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and duly approved by the Board, fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time.

Since your Company falls within the minimum threshold limits, it has constituted a CSR Committee of the Board and formulated a CSR Policy. The CSR Report, forming part of this Report, is furnished in Annexure - VIII

ANTI-SEXUAL HARASSMENT POLICY :

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the financial year 2023-24.

CEO/CFO CERTIFICATION:

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

ACKNOWLEDGMENT:

Your directors place on record a great appreciation of the fine efforts of all executives and employees of the Company which was instrumental to achieve profitability and stability of the Company for the financial year. Your directors also express their sincere thanks to various departments of Central Government, Government of Tamil Nadu, TANGEDCO, Banks, the customers, shareholders and all other stakeholders for continuing support and encouragement during the financial year and expect the same in future also.

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Mar 31, 2023

Ttio Boartf of Directors the roport ol the business and operations of your Company along with tno audhotl financial statements. tor tho financial year andod March Si „ 2DC3.

Financial Summary:

Tha Company''s financial performances tor tho yoar under rowow along wllh previous year''s figures arc glvon hofoundtw: Rimes* in L*khs

Particulars	Year Ended simsott	Year Ended 3l.D3.20zJ:
Sales	40.22D.B9	31.419.13
Profit alter interest & Depreciation	1,425.42	3,219.00
Provision for Tax	475.52	590.53
Pmfil attar Tax	949.90	2.623.55
Add: Taxation Adiusrmonisol Previous Years	*	-
Add: Balance of Proln broughl from previous year	-	-
Profit available for Appropriation	949-90	2.S2E.54
APPROPRIATIONS	-	-
EqLity Dividend Proposed 1 Fir a-;	-	-
Dlvidond Distribution Tax (FlnafJ	-	’
Transfer lo General Reserve	-	-
Balance Carried Forward	-	-

COMPANY''S PERFORMANCE;

Your Company Is engaged in manufacture and supply of Iron $ Steel products- Thg oompany''g branded steel products which are moat vlbmTTt, relevant, and preferred by moat customers for quel Hyet competitive prices end effective management helped the company loperfnmi well evon at the chel lenging marfwt mnditicins,

During the year, (he turnover was Ms.4D.Z20.aS Lakhs es uga''mSi Rs.31.4t9.1S Lakhs fur I ha previous year. The profit after tax ol whs Rs. D4P.9D Lakhs as against Ms. 2.GS0.54 Lakhs lor Ihe previous year.

DIVIDEND:

With a view to conger^ the resources of the Company, no dividend has been recommended by yoprdirectprgforyear ended March 31,2023,

CONSOLIDATED FINANCIAL RESULTS:

The Company has rwj subsidiary, associate, and joint venture companies and therefore, preparation and presentation of Consolidated Financial Statement does not arise for the year ended March 3t„ 2t>23.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES. JOINT VENTUR ES OR ASSOC I ATE COMPANIES DURING THE YEAR:

The Company hflva no subsidiaries, joint ventures, or associate comppnies. Pun ng the year under review no onm p&niee have become nr ceased to be thfi subsidia has, jjoint ventures or associates of the-Company.

RESERVES:

For the financial year ended March 31,2Q23, ynur diraclors dn net tecommand tmnsFer nf any amcuottcany resarvee-

MANAGEMENT DISCUSSION A ANALYSIS:

A detailed ana lysis of performance of the industry and the Company is prodded In tha Management Discussion and Analysis Report as An n-CKLiu-l, which (arms an mlegral part oi this report.

UtHLC rOttS'' RESPONSIBILITY STATEMENT

in accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors conllnms that;

(fl) in the preparation of 1he annuel accounts, 1he applicable acotmnling elandaide hHd been followed along with- proper explanation relating to materia l departures.

(b) (ha directors had scioctcd such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent soas togive atme and fair view el rhe slate of efl Him of the Company at the end ut the fi nanciel year and of the profit of the Company lor tha1 period.

(c) the directors had taken proper and sufficient care tor Ihe maintenance d adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of ihe Company and for preventf ng and detecting Fraud and Other imegu larities.

(d) Ihe ? rectora had prepared the annual accounts On a going Concern ba£i 6; and

{s) the directors had laid down Internal financial control to be toHo wed by the Company and that such internal financial controls a rs adequate and were operati ng effectively; and

{f} Ihu directors he d devised p raper systems Ed bp si re compliance with the provisions or si''l applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD:

Five [5) Board Meetings were held during the financial year under review and ihe details of which are available in Report on Corporate Governance as Anncjturo-ll. B, which farms an integral part bfthfe Report.

DIRECTORS AND KHP;

During lha financial year under iuv;ew. .hero was no change m the Board ad Directors KMP til Ihe Company.

DECLAMATION BY IN DEPENDENT DIRECTORS:

AH tine Independent Directors have given the declaration lhal they meal tho criteria ad mdepamdantia as iaid down under Section 1 A9\G) of the Companies Act. 2013 road with ihe Rules made thflneufider and Regulation 16{1 ){h) pf SEBI(LODR) Ffigulation?, 2DI&.

CORPORATE GOV Efl NANCE:

Pursuant to the provisions or Regulation 34 read with point C ft E erf Schedule V of SEBI (LGDR) Ragu^lions, 2D15, a separata Fapart on Corporate Governance For the Financial year ended March 31, SQ29 along wilh the Auditor''s Certificate on Compliance ie enclosed as Arrtexune-ll.A and is forming pad o( this Report.

AUDIT COMMITTEE:

The Beard ?'' Directors has an audit Committee and Ihe Composition, powers, role and terms of reference of Ihe Audit Committee are in accordance with The requirement mandated under Section 177 of tho Companies Act. 2013 mad with the Rules (trade tfioreunder and Regulation 1S and 21 read with Part C or Schedule LI of SEBt {LCD R} Regulations ,2015.

The details ol Audit Committee atong with the detailed (he Meetings held during the Financial year ane given in He Corporate Governance Report that forms part of this Report

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197( 12) of the Compand Act; 20 13 read with Sub rules (1 Jte Pule 5 of Ihe Companies [Appointment end Remuneration of Managerial Personnel} Pl us,2Q14, e statement is enclosed in AfifloxuredlL

AUDITORS AND AUDITORS'' REPORT:

M''s. ChefuTvedi & Pertnere (FRN: aOTtOEGE), Chartered Accountants. Chennai was appntnled 5S auditors ai the 32nd AGM held on 30tn September 2022 For a period of five years and their term e*pines with the conclusion of the 37tti ACM to be held for ihe financial year 2026-27. The Auditors being eligible continue tu hold Lheir office Ter Ihe remaining period.

For ihe financial year under review, there are no qualifications, reservation or adverse mmanc or disclaimer made by ihe auditors in Iheir report end Ihus the explanalicna dt comments by the Board does notarise.

COST AUDITOR:

The Board appointed Ws.Viuekanandan SUnni Associates. Cos! end Management Accountants,as the Cost Audilors f« He fman&al year 2023-24 to carry out the cost audit ol Company''s- rocc-rcfs- and fixed a remuneration of Rs. 7Q, DGQ/-subject to members'' appravHt.

LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details nr investments, loans and nuarantees covered under tfie provisions of section tB6 gf the Companies Act. 3011 read with the rules made there under are provided in the Notes to the Financial Slfttemorils.

RELATED PARTY TRANSACTIONS;

The Company has formulated a Pofey on dealing with flalatod Party Transactions. Tho Potcy Je disclosed on the website of the Company. AJI transactions entered into with Related Parties es Uotlrod undarihe Companies Act, 2013 and Regulate 23 el lha SEBI (LODR} Regulations, 2015 during the financial year were in the ordinary course ef busineee and on on arms'' length basis and do nolattrEiri lha previsions Of SactlDii 1H3 or EhO Companies Act. 2013. However, pursuant Idtha provisions of Regulation 23{£) of the SEBI (LODR) Regulates, 20i 5, prior approval of 1he Audit Committee was sought Tor entering Into the Related Party Transactions.During Itte Financial year the Company had not entered into any contract/ arrangement transactions whh Related Parties which could be oonsicened as material in terns jf Regulation 23 cl the SEBI (LQDR) FLegulaticns. 3015. in accordance with Accounting Standard 10, the Related Party Transactions are disclosed In the notes te the Fi nancial Biatenranits,

PAFiTICtJ LABS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no materially significant transactions with Related Parties dunng the financial year P0P2-23 which conflicted with the interest of the Company Suitable disclosures as required under AS'' 1 & have boa n made in tho Notes to tho h nanciaf statements.

The Corporate Governance Report cqclaips relevant details gn the nature oF Belated Party Transactions (RPTS) and the policy lormulated by (tw Board on Material RPT^. Particulars ol Contracts gr Arrangements with Related PaTtiea neferrad to in Section f)gf the Companies AcL

2010 is Wished in aosondancs with Rule 9(2) ol lha Companies (Accounte) Rules, 2014 in Perm AOC - ? as Annexu re-fV,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 4 OUTGO:

Details o! energy conservation, technology absorption, rormgn exchange uarmngs and outgoing accordance whh the previsions of Secte 134 (3) (m) of the Companies Ad. 2013 need with RuieS el theDert^janias (AgOOuntS) Rules, ££J1 4 era given us Annexurc-V tenming part Ol ttiiS Repen.

CODE OF CONDUCT:

The Board has lormulated a Code of Conduct for Directors and SeniorManagament Personnel ol tha Company A Dsctaratinn affirming on lha compliance ef Cede of Conduct is provided in Anrtettjne-VI.

ADEQUACY OF INTERNALFINANCIAL CONTROLS:

Tho company has formulated an Internal controls policy. In tho opinion of Board, It is adequate to mifrgaTe risks and provided reasonable assurance that oparationsrtransaclions ate efficient and assets are safeguarded

MATERIAL CHANGES AND COMMITMENTS:

Then? were no mRtengl changes grid commitments sffectingthe financial position of the-Company oatwoen tha *nd of financial y^ar i.e., March 3t, W23- and me date of the Report i.e.,23tli May 2H23.

ANNUAL RETURN:

In accordance within* Companies Acl_r 2013_r the annual return in the prescribed format Is availably at www.kaniahksrcE''S.ir:

REMUNERATION POLICY:

The Remuneration polity or me company cumpriElng appointment and r&muneifilion or the Din&ttOrs, Key Managerial Personnel end Senior Executives al the Company including Criteria for delermin ng qualifications, positive attributed, independence of e Director end other reeled matter; has been provided ih the Corporate CevBrnanco Report.

SECRETARIAL STANDARDS:

The Company tS pleased to report that dUTlng the hnflnoial year under review, 1he Company bee complied With all the provisions of appl -ceblti Secretarial Standards I.e., the Secralaiial Standard-1 for the meeting ol Beard or Directors and the Secretarial Standard^ for the General Meeting Of lha Share holders issued by the Institute of Companies Secretaries of India (ICSIJ aspSrthe provisions of Section 11B (10) oJ the Companies Act 2013.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Ad.2013 read with the Companies (Appointment and Remuneration of Managenal Personnel) Rules. 20 K, the Company had appointed v^M K Madhavan A Associates^ Company Secretaries, Chennai to undertake Ihe Secretarial Audit of the Company lor the Financial Year 2023

There are no qualifications, reservation or advert remark or disclaimer made by the auditors n Ihgir report end thun thft Explanations or comnwjnts by the Board does not arise-The Secretarial Audit Report is given as Annexune-VIII forming padofthla Report

VIGILMECH ANISM/WHISTLE BLOWER POLICY:

The company has established a vigil mechanism tor directors and employees to report genuine concerns pursuant to section 17T of the Companies Act ,?Q13 need witti Rule 7 ol (he Companies (Meetings of Board and its Powers) Rules 30 U and SEBl (LOB R) Regulations, ?0 tS,

DEPOSITS:

Your Company has- neither accepted nor renewed any deposits from public withm themeaning of Section 73 of the Companies Ant, PQ13 read with Companies (Acceptance of Deposit?) Rules. 2014 during the year.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE COMPANY:

There are no eigniftcent and material orders passed by the Regulators orCDUrlg orTribunels which would impact lha going concern status ol the Company.

BOAR D EVALUATION:

The Board earned quI _an eon usd performance evaluation of its own performance, the individual Directors as well -as the working oi the Committees of the Board The pa rformarra eval uatirjn u^J the independent Oinectora was earned out by the entire Board The performance evolution of the Chairman andlhe Noh-lnrispendenl Directors ware canted Out by Independent Directors.

Details oF the same ara given in the Report on Corporate Governance annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY (C5H):

Section 1 3£of fhe Companies Act, £D13 mandates every Company havirr^ minimum ttueE.nold limit of not worth, lumover or net profit as prescribed (o constitute a Corporate Social ResponsibiJity Committee of the Board Fnrmu iation of a Corporate See el Responsibility Policy lhal shall indicate Ltio activities lo be undertaken by the Company as specified ki Schedule VI110 the Companies Ad. 2013 and duly approve by tfte Board, fixlba amount of SKpendrlura to tte incufmd on foe activities and monitor the CSR Policy from imne to time.

Siroe your Cfompany Tails w.ttlin the mi simum fh res-hold Jimifo, H has cansMutad a CSfl Cemmlttea el the Board and formulated a CSR Policy, Tho CSR Report, forming part of this Report, is furnished In Annum-VIN

ANTI-SEXUAL HARASSMENT PGLJCY:

The Company has in plaoe nn Ami-Sexusl Harassment Policy in line with the requirements nf The Sexual Harassment of Women al the Workplace (Prevention, Prohibition £ Fledressal} Act, 2013. Internal Complaints Committee (ICC} has been sot up to redness compraints received regammg sexual harassment A''l employees ¦; perms nerl. oanfiactual, temporary, trainees) are Covered unde? this policy. No complaints wet a received during the financial yaar 2022-23.

CEQ/CFO C EPTIRC ATfON:

Mr Vishat Keyal, Chairman and Managing Director & CEO and Mr. Ashok Bohra, Chref Financial Officer have given their certiFicaliOn Cd the Board In terms OF under 1be SEEl (LODR) Flsgjlations, 2015.

ACKNOWLEDGMENT:

Your directors place on record a great appreciation of the fine efforts of all executives and employees or the Company which was instrumental to achieve profitability and stability of tho Company for the financial yoar. Your directors also oxpross thel* sincere thanks to various doparimtints of Contrai Government, Government ot Tamil Nadu, TANGE DCO, Barnes, tho customers, shareholdors and ail other stakeholders feu conllnu ng support and oncouregomont tfunnglhc finartcia i year smaxpod tho same in future also.

For and on behalf of the Board of Directors

Date .26 05-2023 Vishal Keyal

Place : Chennai Chairman and Managing Director

DIN :00092651

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Mar 31, 2018

Dear Members,

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

FINANCIAL SUMMARY:

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

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

Company’s performance:

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

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

Dividend:

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

Consolidated Financial Results:

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

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

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

Reserves:

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

Management Discussion & Analysis:

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

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

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

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

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

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

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

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

Meetings of the Board:

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

Directors and KMP:

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

Declaration by Independent Directors:

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

Corporate Governance:

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

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

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

Particulars of employees and related disclosures:

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

Auditors and Auditors’ Report:

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

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

Cost auditor:

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

Particulars of loans, guarantees or investments by the company:

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

Related Party Transactions:

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

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

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

Particulars of contracts or arrangements with related parties:

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

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

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

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

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

Annexure VI.

Adequacy of Internal Financial Controls:

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

Material Changes and Commitments:

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

Annual return:

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

Remuneration policy:

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

Secretarial Audit:

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

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

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

Vigil Mechanism/Whistle Blower Policy:

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

Deposits:

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

Significant and material orders impacting the company:

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

Board evaluation:

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

Corporate Social Responsibility (CSR):

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

Anti- Sexual Harassment Policy:

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

CEO/CFO certification:

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

Acknowledgement:

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

For and on behalf of the Board of Directors,

Date: 30th May 2018 KANISHK GUPTA

Place: Chennai Chairman & Managing Director.

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Mar 31, 2014

Dear Shareholders,

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

FINANCIAL HIGHLIGHTS:

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

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

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

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

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

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

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

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

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

APPROPRIATIONS

Equity Dividend Proposed (Final) - -

Dividend Distribution Tax (Final) - -

Transfer to General Reserve - -

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

OPERATIONS:

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

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

DIVIDEND:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i) the applicable accounting standards have been followed in preparation of annual accounts for financial year ended 31st March, 2014 and proper explanations have been furnished relating to material departures;

ii) the accounting policies have been selected and applied consistently and reasonably and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit of the Company for year under review;

iii) the proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts for financial year ended 31st March 2014 have been prepared on a going concern basis.

DIRECTORS:

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

AUDITORS REPORT:

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

AUDITORS:

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

COST AUDITORS:

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

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

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

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE:

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

DEMATERIALISATION OF SHARES:

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

PERSONNEL:

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

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

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

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

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Mar 31, 2010

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

FINANCIAL RESULTS :

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

(Rs. In Lakhs)

year ended year ended

31.03.2010 31.03.2009

Proft after Interest & Depreciation 248.18 1,137.09

Provision for Tax 42.18 132.09

Deferred Tax - 468.08

Fringe Beneft Tax - 4.69

Proft after Tax 206 532.23

Add: Taxation Adjustments of Previous Years

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

Proft available for Appropriation 3,335.64 3,135.35

Appropriations

Equity Dividend Proposed (Final)

Dividend Distribution Tax (Final)

Transfer to General Reserve

Balance Carried Forward 3,335.64 3,135.35

Operations:

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

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

Dividend:

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

Directors:

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

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

During the year,

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

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

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

Auditors report:

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

FiXed de Posits:

The Company has not accepted any deposit during the year.

Auditors:

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

Statutory disclosures:

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

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

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

c) Directors’ responsibility statement:

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

i) the applicable accounting standards have been followed in preparation of annual accounts for fnancial year ended 31st March, 2010 and proper explanations have been furnished relating to material departures;

ii) the accounting policies have been selected and applied consistently and reasonably and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of fnancial year and of proft of the Company for year under review;

iii) the proper and suffcient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts for fnancial year ended 31st March 2010 have been prepared on a going concern basis.

Corporate governance:

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

DemateriaLisation of shares:

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

PersonneL:

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

AcknoWLedgement:

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

For and on behalf of the Board of Directors

For kanishk Steel Industries Limited

Ravi Gupta

Date : 14th August 2010 Chairman & Managing Director

Place : Chennai

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Mar 31, 2009

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

FINANCIAL RESULTS:

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

OPERATIONS:

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

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

10MW POWER PLANT

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

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

DIVIDEND:

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

DIRECTORS:

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

AUDITORS REPORT:

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

FIXED DEPOSITS:

The Company has not accepted any deposit during the year.

AUDITORS:

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

STATUTORY DISCLOSURES: ? /

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

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

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

c) Directors Responsibility Statement:

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

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

ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review.;

iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities; and

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

CORPORATE GOVERNANCE:

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

DEMATERIALISATION OF SHARES:

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

PERSONNEL:

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

ACKNOWLEDGEMENT:

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

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

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Mar 31, 2000

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

WORKING RESULTS:

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

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

Profit after Interest and Depreciation 27.42 50.35

Provision for Tax 3.17 5.30

Profit after Tax 24.25 45.05

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

Profit available for appropriation 527.27 510.12

APPROPRIATIONS :

General Reserve 3.00 5.50

Dividend proposed Nil Nil

Balance carried forward 524.27 504.62

527.27 510.12

OPERATIONS :

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

DIVIDEND :

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

DIRECTORS :

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

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

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

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

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

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

FIXED DEPOSITS:

The Company has not accepted any deposit during the year.

AUDITORS:

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

STATUTORY DISCLOSURES:

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

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

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

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

FOREIGN EXCHANGES EARNINGS AND OUTGO :

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

PERSONNEL:

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

ACKNOWLEDGEMENT:

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

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

RAVI GUPTA

Chairman & Managing Director