kanishk steel industries ltd Directors report

Dear Mambers,

Ttio Board o* Directors the rop&rt ot tho business and operations ot your Company along with the aodhod financial staterooms. for tho financial year ondod March 31„ ?023.

Financial Summary:

TneConapanyslinanclol porlorrnanccs for the year under towow along wllh previous years figures arc glvon hereunder: ft_Upm in Lihhs

Particulars	Year Ended 31.03.3023	Year Ended 31.03.2022
Sales	40,220.89	31,419.13
Profit after interests Depreciation	1,425.42	3,219.00
Provision for Tax	475.52	590.53
Pmfil after Tan	949.90	2,623.55
Add: T?atk)n Ad:uscmemsol Fjmuiun Years	-	-
Ada; Balance of Proln broughl from previous year	-	-
Profit syllable for Appropriation	949.90	2,628.54
APPROPRIATIONS	-	-
EqLity Dividend Proposed (Final;	-	-
Dlvidond Distribution Tav (Float}	-
Transfer to General Reserve	-	-
Balance Carried Forward	-

COMPANYS PERFORMANCE;

Your Company la engaged In manufacture and supply of Iron & Stool products- Tho companys branded steel products which are most vlbrent, relevant, and preferred by most customers for quality at competitive prices and effective management helped ttie company to perfnmi well even at l he chalienginj marfwt conditions,

During the year, the turnover was Rs.40.220.99 Lakhs as ugamSi Rs.3Ht9.13 Lakhs tut the previous year. The prol 1 after tax hi was Rs. D4P.9D Lakhs as against RtL 2,G?fl.54 Lakhs tar Iba previous year.

DIVIDEND;

With a view to conserve the resources of ihe Company, no dividend has been recommended by your dl rectors foryear ended March 31,2&23-

CONSOLIDATED FINANCIAL RESULTS:

The Company has no subsidiary, associate, and joint venture companies and therefore, preparation and presentation of Consolidated Financial Statement does not arise for the year ended March 31,2003.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUB5EDIAREES, JOINT VENTUR ES OR ASSOC I ATE COMPANIES DURING THE YEAR:

The Company bpvn no subsidiaries, joint ventures, or associate companies. During tfie yeer under review no companies have become or ceased to baths subsidiaries, point ventures or associRtasgf the Company.

RESERVES:

For the financial year ended March 31.3023, your directors do not recommend transfer nf any amount to any reserves

MANAGEMENT DISCUSSION A ANALYSIS:

A detailed ana lysis of pertormancoof the industry and the Company is prtMdod In tha Management Discussion ant) Analysts Ftapad as AhncKuml, which farms an mlegral pad el this report.

DIRECTORS FItiSFONSl&ILF! Y STATEMENT:

in accordance with Section 134(5) of Ihe Companies Act, ZOlS, your Board of Erectors confirms that:

(fl) in the preparation of 1he annuel eccountg, ihe applicable acotmnling standards had been followed along with, proper explanation regaling to material departures.

(b) tha directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent soas (ogive atrno and fair view of [he slate of aff Hire of the Company at the end- uf ihe fi nancifll year and of the profit of Eba Company lor teal period.

(c) the directors had taken proper and sufficient care for Ihe maintenance ol adequate accounting records in accordance with the provisions pf this Act for sate guarding the assets of (he Company end ter preventing and detecting Fraud and Other imegu larrties.

(d) the rtfr&ctora had precare J the annual accounts On a going Concern baSi 6; and

{e) the directors had laid down Internal financial control to be followed by the Company and that such internal f manoiaf conlrole a re adequate end were operating effectively; and

{fj th u diractaia ha d devH^ad p rupSr systems In an si re compliance with tee provisions uF ail applicable laws arid that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD:

Five (5) Board Meetings were halo during the financial year under review and ine details of which are available in Report on Corporate Governance as Annexute-IL B, which farms an integral part ofthfe Report.

DIRECTORS ANDKMP:

During 1ha financial yea! under review. .hero was no change m 1ha Lomri od Director^ KMP el lha Company.

DECLARATION EY INDEPENDENT DIRECTORS:

All tine Independent Directors Have given the declaration ihal they meal (ho catena ad mdapendanca as laid down under¹ Section 149(G) of the Companies Act, 2013 road with the Roles made thereunder and Regulation pf SEBI(LQDR) Regulations, 2(115.

CORPORATE GOV Efl NANCE;

Pursuant to the provisions or Regulation 14 read with point O (fr ? ol Scnadole V of SEBI (LOOM) Raguraiions, 229, a separata Report an Corporate uouamance Fo-r the Financial year anded March 31, 2023 along wilh the Auditors Certificate on Compliance ie enclosed as AnnexureHI.A and is fomm ig pan of this Report.

AUDIT COMMITTEE:

The Beard ? Directors has an audit Committee and It:e Composition, powers, role and terms of reference of Ihe Audit Committee are in acconfence with the requiremsnte mandated under Section 177 of tho Companies Act, 2013 mad with the Rules made Inoreunder and Regulation 1S and 2 \ read with Part C of Schedule LI of 5E Bt (L OD R } Regulations ,2015.

The details el Audit Gem in ittee slang with the details al (he Meetings held during the Financial year sne given in the Corporate Governance Report that forms part of this Report

PARTICULARS Or EMPLOYEES AND RELATED DISCLOSURES;

In terms of the provisions of Section 197( t 2) of the Companies Act; SO 13 read with Sub rules (l )to P ula 5 of 3ha Coi npuni&s [Appui ntment a nd Remuneration d Managerial Personnel} P l us,201 A, a statement isenclosed In Annoaure-llL

AUDITORS AND AUDITORS REPORT:

M/5. ChatuTVBdi & Pertnere (FRN: 3Q7O60E), Chartered Accountants. Chennai was appointed as auditors al !he 32nd AGM hold on aotn September 2022 far a period of five years and their [arm empires with the conclusion of the 37tti ACM to be held for :he financial yiepi 2Q2G-27. The Auditors being eligible continue tu hold their ctf km far lha remaini ng period.

For :he financial year under review, there are co qualrfcations, reservation or adverse remark or disclaimer made by tne auditors in lhair report and thus the Explanations dt com mants by the Board does not ansa.

COST AUDITOR:

The Board appointed Mia.Vivekanandan&Unni Associates. Cost and Management Accountants,as tha Cost Auditors f? the financial year 2023-24 to carry out the cost audit ol Compan/s record f and fixed a remuneration of Rs.TQ ,0GQ/-subject fa members approval.

LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details nr investments, loans and nuarantaea 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 Rotated Party Transadlons. Tho Potcy Je disclosed on the website of the Company. AJI transactions entered into with Related Parties es Uotlrod undarihe Companies Act, 2013 and Regulation 23 el lha SEBI (LODR} Regulations, 2015 during the financial year were in the ordinary course of business and on on arms length basis and do nolattrEiri lha previsions Of SactlDii 1H3 or EhO Cdfripantes Act. 2013. However, pursuant Idtha provisions of Regulation 23{?) of the SEBI (LODR) Regulations, 20i 5, prior approval of 1he Audit Committee was sought Tor entering Into the Related Party Transactions.During Itte Financial year the Company hgd 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) FLegulations. 3015. in accordance with Accounting Standard 10, the Related Party Transactions are disclosed In the notes te the Fi nancial Biatenranits,

PAflTlCU LABS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PART1E S:

There were no materially significant transactions with Related Parties dunng ihe 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 the h nanciaf statements.

The Corporate Governance Report cqnlairte relevant details gn the nature oF Related Party Transactions (FLP"ra) and the policy lormulatad by (tie Board on Material RPT^. Particulars ol Contracts gr Arrangements with Related PaTtiea referred to infection f) of the Companies AcL 2010 is Wished in ac*andanc9 with Rule 9(2) tA lha Companies (Accounts) Rules, 2014 in Perm AOC - Rs. 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 Secti&n 134 (3) (m) of the Companies Ad. 2013 need with RuieS el ttteCerhpariteS (AcccjntH)- Rules, ??J1 4 era given us Annexurc-V terming part Ol ttiiS Repen.

CODEOF CONDUCT

The Board has tormulated a Corto of Conduct for Directors and SeniorManagament Personnel ol tha Company A Declaration affirming on lha ccmplience of Cede of Conduct is provided in Arnanitne-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 saleguardod

MATERIAL CHANGES AND COMMITMENTS:

Then Rs. were no mRtsngl changes and commitments sffectingthe financial position of the Company between the *nd of financial year i.e., March 3t, 2023 and the date of the Report i.S. ,26th May 2023.

ANNUAL RETURN:

In accortfarrce with the Companies Act, 2013_r the annual return in the prescribed format Is available at www.kanLahksrcEi5.ir:

REMUNERATION POUCT:

The Remuneration polity or the Company comprising appointment and remuneration or (ha DinattOrs, Key Menagerial Personnel and Senior Executives a1 the Company including Criteria for determin ng qualifications, positive attributes, Independence of a Dirador and other related matters has been provided ih the Corporate GovHrnanct Rs. Report.

SECRETA RIAL STANDARDS;

The Company tS pleased to report that during the financial year under review, the Company has complied With all the prcvieioris of applicable Secretarial Standards I.e., the Secretarial Standard^ tor trie meeting *1 Board or Directors and lha Secretarial Standard^ Tor the General Meeting d lha Share holders ssued by the Institute of Companies Secretaries of India (ICSIJ as pa ribs proViSlOhs of Section t1 B{10) tri the Companies Act 2013.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 20+ of the Companies Ad.2013 road with the Companies (Appointment and Remuneration of Managenal Personnel) Rules. 2D 14. the Cotnpany had appointed Vus.M K Madtiavan A Associates^ Company Secretaries, Chennai to undertake lha Secretarial Audit of the Company lor the financial Year 2023

There are no qnjaliricatkms, reservation or advert remark or tfi&cteimor made by the auditors in Iheir repqrt and thus the explanation Rs. or comnwjnfa by the Bag rtf does not nrise. The Secretarial Audit Report is given as Annenune-VIII forming pariofthis Report

VIGILMECH ANISM/WHISTLE BLOWER POLICY:

TTie company has established a vigi mechanism l&r directors and employees to report genuine concerns pursuant to section 177 of the Companies Act need veto Rule 7 cl (he Companies (Meetings of Board and its Rowe**) Rules SC 1 a end SEBil (LOBR) Regulations, Rs.0 tS,

DEPOSITS:

Your Company has neither accepted nor renewed any deposits from public withm themeaning of Section 7S of the Competes Act, PQ13 read with Companies (Acceptance of Deposit Rs.) Rules, 2014 during the year.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE COMPANY:

There are no aignificant artd material orders passed by the Regulators orCourls orTribunals which would impact the going concern status of 1 ha Company.

30 A R D EVALUATION:

The Boeid earned oul an ennua! periormanoe evaluation of its own performance, the individual Directors as well as the working od the Committees ol the Board. Ttis ps dormance eval nation ol the independent Directors was earned out by the entire Roard. The performance evaluation of the Chairman andlhfl Noh-Independent Directors ware earned out by Independent Directors.

Details oF the seme ere given in the Report on Corporate Governance annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY (C5H):

Section. 1 3?of1he Companies Act. ?D13rriBndatES every Company having minimum thresnold limit of not worth, turnover or net profit as prescribed to constitute a Corporate Social Responsibility Committee u ^Rs. the Board Fcrmu iation ol a Corporate Social Responsibility Policy that shall ndicale Ltio activities 10 be undertaken by the Company as specified h Schedule VI l to the Companies Act. 2013 3rd duty appnovifsd by flip Board, fixlba amount of SKpendrluna to be ingumad on the activities and monitor Jbe CSR Policy from irme to lime.

S roe your Company Tails v/thin the mi nim urn 1h reshold limits, H has canslrtotad a CSR Committee at the Board and Formulated a CSR Policy, ThoCSRReport* forming parfol this Report, leiumlshed In Annum-VIII

ANTI-SEXUAL HARASSMENT POLICY:

The Company has in plaoe an Ami-Sexutl Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition A Hedreesal) Act, 2013. Internal Complaints Committee (ICC} has been sot up to redness complaints received regarding sexual harassment. Ail employees (permanent, contractual, lempoTary, trainees) are Covered under this policy. No complaints were received during the financial yaar 2022-23.

CEOICFO CERTIFICATION:

Mr, Vishal Keyal, Chairman and Managing Director & CEO 3nd Mr. Ashok Bohre, Chret Financial Officer have given their ce rtiFicafiOn Id tha Board In terms OF under 1ba 5EEI {LODR) Regulations, 2015.

ACKNOWLEDGMENT:

Your director  place on record u great appreciation of the fine ulforis of all executives and aftnpjoyoes or the Company which was instrumental to acblerve profitability and stability bl the Company tor Iho financial year. Your ckectors also oxpross their sincere thanks to various departments ol Contrai Govarnmonf, Covornmont ot Tamil Nadu, TANGE DCO, Barnes, tho customers, sharohoWors and ail other stakoholdors for conllnu ng support and oncouragomont dun no Hhc fii-enoiq i year end okdkI tho same :r> futoro also.

	Far and on behalf of the Board of Directors
Date : 26 05 2023	Vlshal Keyal
Place : Chennai	Chairman and Managing Director
	DIN :000926S1