Directors Report of Krishna Ferro Products Ltd.

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Ninth Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2012.

FINANCIAL REVIEW

Particulars Current Year Previous Year (Rs. in Lac) (Rs.in Lac)

(i) Sales and other income 3807.36 2781.32

(ii) Profit before depreciation 332.78 293.54

(iii) Depreciation 65.89 65.32

(iv) Profit for the year 266.89 228.22

(v) Provision for Current tax (Net) 68.00 52.00

(vi) Provision for Deferred tax 19.83 26.99

(vii) Profit after tax 179.06 149.23

(viii) Balance in Profit & Loss Account brought forward from the previous year 438.49 289.27

(ix) Amount available for appropriation & carried forward to Balance Sheet 617.55 438.49

*Regrouped figure of the previous year OPERATIONAL REVIEW

Your Company produced / purchased 7129.89 MT of Castings and other items and 1898.17 MT of Ingots as compared to 8S2 MT of Castings & other items and 7402 MT of Ingots of previous year. The above figures show a net increase in production / purchase of 6277.89 MT in Castings and other items and a net decrease of SS03.83 MT in Ingots. This is because your company has concentrated more into production/ purchase of high value addition items i.e. casting and other items as they are more revenue generating products. In terms of value, your Company's total income under the year under review was 3807.36 Lakhs against the previous year of 2781.32, thus recording a net increase in income of Rs. 1026.04 Lakhs. This has resulted in increase in profit by 29.83 Lakhs and the Earning Per Shares worked out to be Rs. 3.98 as compared to Rs. 3.32 of previous year.

DIVIDEND

Your Company is striving to accumulate some funds from internal sources to balance the financial position of the Company in view of growth in production and business. Thus, keeping in view the current conditions your Directors have considered it prudent not to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 197S.

DEBENTURES

Your company has converted the unsecured loan from Krishna Re-Rollers Private Limited amounting to Rs.6,40,00,000/- (Rupees Six Crores Forty Lakhs only) into 0% Unsecured Non-Convertible Non-Transferable Debentures redeemable after a period of seven years.

LISTING

The Shares of your Company are listed in the Bombay Stock Exchange. The listing fee for the year 2011-12 has been paid to the Bombay Stock Exchange.

PARTICULARS OF EMPLOYEES

The Provision of section 217(2A) of the Companies Act,19S6 read with Companies (Particular of Employees) Rules 197S as amended are not applicable to the company as no employee has drawn emoluments exceeding the specified limits.

DIRECTORS

In accordance with the provisions of Section 2S6 of the Companies Act, 19S6 and the Company's Article of Association, Mrs. Shweta Kishan Agarwal, Director of the Company retires by rotation.

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

The prescribed details as required under section 217(1 )(e) of the Companies (Disclosure of Particulars on the report of Board of Directors) Rules 1988 are set out in Annexure 'A' forming part of this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 19S6, with respect to Director's Responsibility Statement, it is hereby Confirmed;

(i) In the preparation of annual accounts for the financial year ended 31st March, 2012, the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed and that there are no material departures;

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

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 19S6 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(iv) That the directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In accordance with Clause 49IV(F)(i) of the Listing Agreement, Management Discussion and Analysis Report for the year under review is given as a separate statement, as Annexure 'B', which forms a part of this Annual Report.

CORPORATE GOVERNANCE

In line to the company's commitment to good corporate governance practices, your company has complied with all mandatory provisions of corporate governance as prescribed under clause 49 of the listing agreement with the Stock Exchanges. A separate report on corporate governance and practicing Company Secretary's certificate thereon are included as Annexure 'C', which forms part of the Annual report.

CEO/CFO CERTIFICATION

Pursuant to the provisions of clause 49 of the listing agreement, the CEO/CFO certificate is part of this Annual Report.

AUDITORS AND AUDIT REPORT

M/s K.D Lath & Company, Chartered Accountants, Rourkela, Statutory Auditors of the company retires at the conclusion of the ensuing Annual General Meeting of the company. They have confirmed that their re- appointment, if made, will be within the prescribed limits under section 224(1B) of the Companies Act, 19S6.

There are no qualifications or adverse remarks in Auditor's Report which require any clarification/explanation. The notes to accounts forming part of the financial statements are self explanatory and needs no further explanation.

ACKNOWLEDGEMENT

The Directors place their sincere appreciation for the continued co-operation, guidance, support and assistance provided during the year by Bank, Financial Institutions, Government Authorities, Customers and Suppliers.

Your directors wish to record their appreciation for the exemplary services rendered by the employees of the company.

Above all, the directors thank the shareholders for their continued confidence in the management.

On behalf of the Board of Directors

sd/-

Place : Mandiakudar H.K AGRAWAL

Date : 04th September, 2012 Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2011.

FINANCIAL REVIEW

Particulars Current Year Previous Year (Rs.in Lac) (Rs.in Lac)

(i) Sales and other income 3449.13 2438.15

(ii) Profit before depreciation 293.53 235.45

(iii) Depreciation 65.31 30.57

(iv) Profit for the year 228.22 204.88

(v) Provision for Current tax (Net) 52.00 34.82

(vi) Provision for Deferred tax 26.99 42.71

(vii) Profit after-tax 149.22 127.35

(viii) Balance in Profit & Loss Account brought forward from the previous year 289.26 162.60

(ix) Amount available for appropriation &carried forward to Balance Sheet 438.49 289.26

'Regrouped figure of the previous year

OPERATIONAL REVIEW

Your Company produced / purchased 852 MT of Castings and 7402 MT of Ingots as compared to 859 MT of Castings and 9127 MT of Ingots of previous year. The above figures show a net decrease in production / purchase of 2 MT in Castings and 1725 MT in Ingots which has resulted due to frequent power cuts in the area. However, through efficient management of operations your Company managed to maintain the growth trends. In terms of value, your Company's total income under the year under review was 3449.13 Lakhs against the previous year of 2438.15, thus recording a net increase in income of Rs. 1010.98 Lakhs. This has resulted in increase in profit by 21.87 Lakhs and the Earning Per Shares worked out to be Rs. 3.32 as compared to Rs. 2.81 of previous year.

DIVIDEND

Your Company is striving to accumulate some funds from internal sources to balance the financial position of the Company, in view of growth in production and business. Thus, keeping in view the current conditions your Directors have considered it prudent not to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

LISTING

The Shares of your Company are listed in the Bombay & Calcutta Stock Exchanges. The Bombay Stock Exchange has revoked the suspension of trading in shares of the Company w.e.f 14.09.2010. Your Company's shares are now available for trading.

The Board of Directors at their held on 27.01.2011 had decided to voluntary duelist the shares of the Company from Calcutta and Bhubaneswar Stock Exchanges due to unnecessary financial and administrative burdens. The Bhubaneswar Stock Exchange approved the delisting application of the Company w.e.f 23.05.2011 whereas the application at the Calcutta Stock Exchange is still pending.

The listing fee for the year 2010-11 has been paid to the Bombay Stock Exchange.

PARTICULARS OF EMPLOYEES

The Provision of section 217(2A) of the Companies Act,1956 read with Companies (Particular of Employees) Rules 1975 as amended are not applicable to the company as no employee has drawn emoluments exceeding the specified limits.

DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Company's Article of Association, Shri Vijay Kumar PK, Director of the Company retires by rotation and, being eligible offers himself for re-appointment.

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

The prescribed details as required under section 217(1 )(e) of the Companies (Disclosure of Particulars on the report of Board of Directors) Rules 1988 are set out in Annexure 'A forming part of this report.

DIRECTOR'S RESPONSIBILITYSTATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby Confirmed;

(i) In the preparation of annual accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed and that there are no material departures;

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

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(iv) That the directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In accordance with Clause 49IV(F)(i) of the Listing Agreement, Management Discussion and Analysis Report for the year under review is given as a separate statement, as Annexure 'B', which forms a part of this Annual Report.

CORPORATE GOVERNANCE

In line to the company's commitment to good corporate governance practices, your company has complied with all mandatory provisions of corporate governance as prescribed under clause 49 of the listing agreement with the Stock Exchanges. A separate report on corporate governance and practicing Company Secretary's certificate thereon are included as Annexure 'C, which forms part of the Annual report.

CEO/CFO CERTIFICATION

Pursuant to the provisions of clause 49 of the listing agreement, the CEO/CFO certificate is part of this Annual Report.

AUDITORS AND AUDIT REPORT

M/s K.D Lath & Company, Chartered Accountants, Rourkela, Statutory Auditors of the company retires at the conclusion of the ensuing Annual General Meeting of the company. They have confirmed that their re-appointment, if made, will be within the prescribed limits under section 224(1 B) of the Companies Act, 1956.

There are no qualifications or adverse remarks in Auditor's Report which require any clarification/ explanation. The notes to accounts forming part of the financial statements are self explanatory and needs no further explanation.

ACKNOWLEDGEMENT

The Directors place their sincere appreciation for the continued co-operation, guidance, support and assistance provided during the year by Bank, Financial Institutions, Government Authorities, Customers and Suppliers.

Your directors wish to record their appreciation for the exemplary services rendered by the employees of the company.

Above all, the directors thank the shareholders for their continued confidence in the management.

On behalf of the Board of Directors

sd/-

Place: Mandiakudar H.KAGRAWAL

Date: 05th September, 2011 Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Seventh Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2010.

PROJECT

During the year under review, your Company has successfully commissioned its expansion project which increased the installed capacity of the Company to 9600 MT The commissioned project will result in optimum utilization of the melting capacity of the Company and also add some new products in the portfolio of the Company.

FINANCIAL RESULTS

Particulars Current Year Previous Year (Rs. in Lac) (Rs. in Lac)

(i) Sales and other income 2450.91 1906.71

(ii) Profit before depreciation 235.45 207.56

(iii) Depreciation 30.57 30.72

(iv) Profit for the year 204.88 176.84

(v) Provision for Current tax (Net) 34.82 64.01

(vi) Provision for Deferred tax 42.71 (6.26)

(vii) Profit after tax 127.35 119.09

(viii) Balance in Profit & Loss Account brought

forward from the previous year 162.60 60.67

(ix) Amount available for appropriation &

carried forward to Balance Sheet 289.26 162.60

OPERATIONAL REVIEW

Your Directors have pleasure to inform you that during the year under review your Company has achieved substantial growth with respect to the physical performance. Your Company produced / purchased 859 MT of Castings and 9127 MT of Ingots as compared to 516 MT of Castings and 7789 MT of Ingots of previous year. The above figures show a net increase in production / purchase of 343 MT in Castings and 1338 MT in Ingots. In terms of value, your Companys total income under the year under review was 2450.91 Lakhs against the previous year of 1906.71, thus recording a net increase in income of Rs. 544.20 Lakhs. This has resulted in increase in profit by 8.26 Lakhs and the Earning Per Shares worked out to be Rs. 2.81 as compared to Rs. 2.27 of previous year.

DIVIDEND

Your Company has incurred heavy Capital Expenditures during the year for the purpose of adding up capacity and new line of products. Thus, keeping in view the current conditions your Directors have considered it prudent not to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

CREDIT RATING

The CRISIL has upgraded your Companys rating from BB-/Negative & P4 to BB-/Stable & P4+ for the Companys various short term and long term banking facilities. This improvement will put the Company in a better position for future arrangements with the Banks.

LISTING

The Shares of your Company are listed in the Bombay Calcutta and Bhubaneswar Stock Exchanges and the listing fees for the year 2009-10 has been paid to all the Exchanges.

PARTICULARS OF EMPLOYEES

The Provision of section 217(2A) of the Companies Act,1956 read with Companies (Particular of Employees) Rules 1975 as amended are not applicable to the company as no employee has drawn emoluments exceeding the specified limits.

DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Companys Article of Association, Shri Manabendranath Sahoo, Director of the Company retires by rotation and, being eligible offers himself for re-appointment.

Further, Shri Tapan Kumar Pati, Nominee Director of OSFC has tendered his resignation during the year and the same was accepted by the Board.

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

The prescribed details as required under section 217(1)(e) of the Companies (Disclosure of Particulars on the report of Board of Directors) Rules 1988 are set out in Annexure A forming part of this report.

DIRECTORS RESPONSIBILITYSTATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby Confirmed;

(i) In the preparation of annual accounts forthe financial year ended 31st March, 2010, the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed and that there are no material departures;

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

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(iv) That the directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In accordance with Clause 49IV(F)(i) of the Listing Agreement, Management Discussion and Analysis Report for the year under review is given as a separate statement, as Annexure B, which forms a part of this Annual Report.

CORPORATE GOVERNANCE

In line to the companys commitment to good corporate governance practices, your company has complied with all mandatory provisions of corporate governance as prescribed under clause 49 of the listing agreement with the Stock Exchanges. A separate report on corporate governance and practicing Company Secretarys certificate thereon are included as Annexure C, which forms part of the Annual report.

CEO/CFO CERTIFICATION

Pursuant to the provisions of clause 49 of the listing agreement, the CEO/CFO certificate is part of this Annual Report.

AUDITORS AND AUDIT REPORT

M/s K.D Lath & Company, Chartered Accountants, Rourkela, Statutory Auditors of the company retires at the conclusion of the ensuing Annual General Meeting of the company. They have confirmed that their re-appointment, if made, will be within the prescribed limits under section 224(1 B) of the Companies Act, 1956.

There are no qualifications or adverse remarks in Auditors Report which require any clarification/ explanation. The notes to accounts forming part of the financial statements are self explanatory and needs no further explanation.

ACKNOWLEDGEMENT

The Directors place their sincere appreciation for the continued co-operation, guidance, support and assistance provided during the year by Bank, Financial Institutions, Government Authorities, Customers and Suppliers.

Your directors wish to record their appreciation for the exemplary services rendered by the employees of the company.

Above all, the directors thank the shareholders for their continued confidence in the management.

On behalf of the Board of Directors sd/- Place: Mandiakudar H.KAGRAWAL

Date: 13th August, 2010 Managing Director

---

Mar 31, 2009

The Directors have pleasure in presenting the 26th Annual Report on the business and operation of the company and the accounts for the financial year ended 31st March, 2009

FINANCIAL RESULTS

Particulars Current Year Previous Year (Rs. in Lac) (Rs. in Lac)

(i) Sales and other income 1906.71 1523.50

(ii) Profit before depreciation 207.56 149.47

(iii) Depreciation 30.72 30.45

(iv) Profit for the year 176.84 119.02

(v) Provision for Current tax (Net) 64.01 25.45

(vi) Provision for Deferred tax (6.26) (3.28)

(vii) Profit after tax 119.09 96.86

(viii) Balance in Profit & Loss Account brought forward from the previous year 60.67 (10.94)

(ix) Amount available for appropriation & carried forward to Balance Sheet 162.60 60.67

OPERATIONAL REVIEW

During the year under review, the Companys total production was 8305 MT as compared to 4247 MT of previous year. The above figure shows a net increase in production of 4058 MT due to higher efficiency & capacity utilization. In terms of value, Company achieved a turnover of Rs.1906.71 lakhs during the year under report against the previous year of 1523.50 Lakhs, thus recording a net increase in sales turnover of Rs.383.21 Lakhs. This has resulted in higher profit and Earning per Share (EPS) worked to be Rs. 2.27

DIVIDEND

The company is in the phase of expansion and modernization of its existing capacities, thus, your directors are unable to recommend for any dividend for this year in view of required capital expenditure.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association, Smt. Shweta Kishan Agarwal, Director of the company, retires by rotation and, being eligible, offers herself for re-appointment.

DEPOSITS

The Company has not accepted any deposits during the year under report from the public.

LISTING FEE

The Annual Listing fee for the year 2008-09 has been paid to all Stock Exchange where the Companys shares are listed

QUALITY MANAGEMENT

The company is committed to supply products and services confirming to the customers requirements by involving employees, vendors, contractors and customers, to achieve the vision of being a cost efficient supplier of quality product.

IT INITIATIVE

The company continues to invest in IT infrastructure to facilitate accurate, reliable, and on-line information for effective and efficient management of resources to achieve business objectives.

PERSONNEL

The Provision of section 217(2A) of the Companies Act,1956 read with Companies (Particular of Employees) Rules 1975 as amended are not applicable to the company as no employee" has drawn emoluments exceeding the specified limits.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby Confirmed;

(i) In the preparation of annual accounts for the financial year ended 31st March, 2009, the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed and that there are no material departures;

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

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(iv) That the directors have prepared the accounts for the financial year ended 31st March, 2009 on a going concern basis.

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

The prescribed details as required under section 217(1) (e) of the Companies (Disclosure of Particulars on the report of Board of Directors) Rules 1988 are set out in Annexure A forming part of this report.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is given as a separate statement, as Annexure B, which forms a part of this Annual Report

CORPORATE GOVERNANCE

In line to the companys commitment to good corporate governance practices, your company has complied with all mandatory provisions of corporate governance as prescribed under clause 49 of the listing agreement with the stock exchanges. A separate report on corporate governance and practicing Company Secretarys certificate thereon are included as Annexure C, which forms part of the Annual report.

CEO/CFO CERTIFICATION

Pursuant to the provisions of clause 49 of the listing agreement, the CEO/CFO certificate is part of this Annual Report.

AUDITORS AND AUDIT REPORT

M/s K.D Lath & Co., Chartered Accountants, Rourkela, statutory auditors of the company retires at the conclusion of the ensuing Annual General Meeting of the company. They have offered themselves for reappointment as statutory auditors and confirmed that their appointment, if made, will be within the prescribed limits under section 224(1 B) of the Companies Act, 1956.

There are no qualifications or adverse remarks in Auditors Report which require any clarification/ explanation. The notes to accounts forming part of the financial statements are self explanatory and needs no further explanation.

ACKNOWLEDGEMENT

The Directors place their sincere appreciation for the continued co-operation, guidance, support and assistance provided during the year by Bank, Financial Institutions, Government Authorities, Customers and Suppliers.

Your directors wish to record their appreciation for the exemplary services rendered by the employees of the company.

Above all, the directors thank the shareholders for their continued confidence in the management.

On behalf of the Board of Directors sd/- Place: Mandiakudar H.KAGRAWAL

Date: 25th August, 2009 Managing Director