The Board of Directors the report of the business and operations of your Company along with theaudited financial statements, for the financial year ended March 31,2025.
Financial Summary :
The Company's financial performances for the year under review along with previous year's figuresare given hereunder : Rupees in Lakhs
Particulars
Year Ended31.03.2025
Year Ended31.03.2024
Sales
36,000.76
38,808.03
Profit after Interest & Depreciation
1,395.41
381.49
Provision for Tax
402.77
121.47
Profit after Tax
992.64
260.02
Add : Taxation Adjustments of Previous Years
-160.54
-
Add : Balance of Profit brought from previous year
Profit available for Appropriation
832.10
APPROPRIATIONS
Equity Dividend Proposed (Final)
Dividend Distribution Tax (Final)
Transfer to General Reserve
Balance Carried Forward
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 forquality at competitive prices and effective management helped the company to perform well evenat the challenging market conditions.
During the year, the turnover was Rs. 36,000.76 Lakhs as against Rs. 38,808.03 Lakhs for theprevious year. The profit after tax of was Rs. 832.10 Lakhs as against Rs. 260.02 Lakhs for theprevious year.
With a view to conserve the resources of the Company, no dividend has been recommended byyour directors for year ended March 31,2025.
The Company has no subsidiary, associate, and joint venture companies and therefore,preparation and presentation of Consolidated Financial Statements does not arise for the yearended March 31,2025.
The Company have no subsidiaries, joint ventures, or associate companies. During the year underreview no companies have become or ceased to be the subsidiaries, joint ventures or associatesof the Company.
For the financial year ended March 31,2025, your directors do not recommend transfer of anyamount to any reserves.
A detailed analysis of performance of the Industry and the Company is provided in theManagement Discussion and Analysis Report as Annexure-I, which forms an integral part of thisreport.
In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors confirmsthat :
(a) in the preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.
(b) the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period.
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safe guarding theassets 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 andthat 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 allapplicable laws and that such systems were adequate and operating effectively.
Five (5) Board Meetings were held during the financial year under review and the details of whichare available in Report on Corporate Governance as Annexure-II. B, which forms an integral part ofthis Report.
During the financial year under review, there was no change in the Board of Directors/ KMP of theCompany.
All the Independent Directors have given the declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act, 2013 read with the Rulesmade thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015.
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 endedMarch 31,2025 along with the Auditor's Certificate on Compliance is enclosed as Annexure-II.Aand is forming part of this Report.
The Board of Directors has an audit committee and the composition, powers, role and terms ofreference of the Audit Committee are in accordance with the requirements mandated underSection 177 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 18and 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 yearare given in the Corporate Governance Report that forms part of this Report.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Sub rules (1)toRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) RuIes,2014, astatement is enclosed in Annexure-III.
M/s. Chaturvedi & Partners (FRN: 307068E), Chartered Accountants, Chennai was appointed asauditors at the 32nd AGM held on 30th September 2022 for a period of five years and their termexpires with the conclusion of the 37th AGM to be held for the financial year 2026-27. The Auditorsbeing eligible continue to hold their office for the remaining period.
For the financial year under review, there are no qualifications, reservation or adverse remark ordisclaimer made by the auditors in their report and thus the explanations or comments by theBoard does not arise.
The Board appointed M/s. Vivekanandan & Unni Associates, Cost and Management Accountants,as the Cost Auditors for the financial years 2024-25 and 2025-26 to carry out the cost audit ofCompany's records and fixed a remuneration of Rs.70,000/- subject to members' approval.
Details of investments, loans and guarantees covered under the provisions of section 186 of theCompanies Act, 2013 read with the rules made there under are provided in the Notes to theFinancial Statements.
The Company has formulated a Policy on dealing with Related Party Transactions. The Policy isdisclosed on the website of the Company. All transactions entered into with Related Parties asdefined under the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015during the financial year were in the ordinary course of business and on an arms' length basis anddo not attract the provisions of Section 188 of the Companies Act, 2013. However, pursuant to theprovisions of Regulation 23(2) of the SEBI (LODR) Regulations, 2015, prior approval of the AuditCommittee 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 Partieswhich 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 inthe notes to the Financial Statements.
There were no materially significant transactions with Related Parties during the financial year2024-25 which conflicted with the interest of the Company. Suitable disclosures as required underAS-18 have been made in the Notes to the financial statements. The Corporate GovernanceReport contains relevant details on the nature of Related Party Transactions (RPTs) and the policyformulated by the Board on Material RPTs. Particulars of Contracts or Arrangements with RelatedParties referred to in Section 188(1) of the Companies Act, 2013 is furnished in accordance withRule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC -2 as Annexure-IV.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS & OUTGO :
Details of energy conservation, technology absorption, foreign exchange earnings and outgoingaccordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8of 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 ofthe Company. A Declaration affirming on the compliance of Code of Conduct is provided inAnnexure-VI.
The company has formulated an Internal controls policy. In the opinion of Board, it is adequate tomitigate risks and provided reasonable assurance that operations/transactions are efficient andassets are safeguarded.
There were no material changes and commitments affecting the financial position of the Companybetween the end of financial year i.e., March 31,2025 and the date of the Report i.e., 28th May2025.
In accordance with the Companies Act, 2013, the annual return in the prescribed format isavailable at www.kanishksteeIs.in
The Remuneration policy of the Company comprising appointment and remuneration of theDirectors, Key Managerial Personnel and Senior Executives of the Company including criteria fordetermining qualifications, positive attributes, independence of a Director and other relatedmatters has been provided in the Corporate Governance Report.
The Company is pleased to report that during the financial year under review, the Company hascomplied with all the provisions of applicable Secretarial Standards i.e., the Secretarial Standard-1for the meeting of Board of Directors and the Secretarial Standard-2 for the General Meeting of theShareholders issued by the Institute of Companies Secretaries of India (ICSI) as per the provisionsof Section 118(10) of the Companies Act, 2013.
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 hadappointed M/s.M K Madhavan & Associates, Company Secretaries, Chennai to undertake theSecretarial Audit of the Company for the Financial Year 2024-25.
There are no qualifications, reservation or adverse remark or disclaimer made by the auditors intheir report and thus the explanations or comments by the Board does not arise. The SecretarialAudit Report is given as Annexure-VII forming part of this Report.
The company has established a vigil mechanism for directors and employees to report genuineconcerns 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.
Your Company has neither accepted nor renewed any deposits from public within the meaning ofSection 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,2014 during the year.
There are no significant and material orders passed by the Regulators or Courts or Tribunals whichwould impact the going concern status of the Company.
The Board carried out an annual performance evaluation of its own performance, the individualDirectors as well as the working of the Committees of the Board. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation of theChairman 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 thresholdlimit of net worth, turnover or net profit as prescribed to constitute a Corporate SocialResponsibility Committee of the Board, formulation of a Corporate Social Responsibility Policythat shall indicate the activities to be undertaken by the Company as specified in Schedule VII tothe Companies Act, 2013 and duly approved by the Board, fix the amount of expenditure to beincurred 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 Committeeof the Board and formulated a CSR Policy. The CSR Report, forming part of this Report, is furnishedin Annexure - VIII
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.Internal Complaints Committee (ICC) has been set up to redress complaints received regardingsexual harassment. All employees (permanent, contractual, temporary, trainees) are coveredunder this policy. No complaints were received during the financial year 2023-24.
Mr. Vishal Keyal, Chairman and Managing Director & CEO and Mr. Ashok Bohra, Chief FinancialOfficer have given their certification to the Board in terms of under the SEBI (LODR) Regulations,2015.
Your directors place on record a great appreciation of the fine efforts of all executives andemployees of the Company which was instrumental to achieve profitability and stability of theCompany for the financial year. Your directors also express their sincere thanks to variousdepartments of Central Government, Government of Tamil Nadu, TANGEDCO, Banks, thecustomers, shareholders and all other stakeholders for continuing support and encouragementduring the financial year and expect the same in future also.
For and on behalf of the Board of DirectorsDate : 28-05-2025 Vishal Keyal
Place : Chennai Chairman and Managing Director
DIN : 00092651