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KANISHK STEEL INDUSTRIES LTD.

30 January 2026 | 12:00

Industry >> Steel - Rolling

Select Another Company

ISIN No INE791E01018 BSE Code / NSE Code 513456 / KANSHST Book Value (Rs.) 38.37 Face Value 10.00
Bookclosure 30/09/2024 52Week High 66 EPS 2.93 P/E 19.26
Market Cap. 160.27 Cr. 52Week Low 24 P/BV / Div Yield (%) 1.47 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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 31,2025.

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
31.03.2025

Year Ended
31.03.2024

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

260.02

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'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. 36,000.76 Lakhs as against Rs. 38,808.03 Lakhs for the
previous year. The profit after tax of was Rs. 832.10 Lakhs as against Rs. 260.02 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 31,2025.

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 31,2025.

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 31,2025, 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 31,2025 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 years 2024-25 and 2025-26 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
2024-25 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 31,2025 and the date of the Report i.e., 28th May
2025.

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 2024-25.

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-VII 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 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.

For and on behalf of the Board of Directors
Date : 28-05-2025
Vishal Keyal

Place : Chennai Chairman and Managing Director

DIN : 00092651