Kamdhenu Ispat

The directors are pleased to present the 14th Annual Report of the
 Company together with audited accounts for the year ended 31st March,
 2008.
 
 FINANCIAL PERFORMANCE
                                               (Rupees in Lakhs)
 Particulars                             Current Year    Previous Year
                                           2007-08          2006-07
 
 Net Sales from operation                  34620.35         28877.00
 Royalty Income                              907.25           798.49
 Other Income                                 39.35            94.82
 Total Income                              35566.95         29770.31
 Less: Total Expenditure                   33571.54         28068.96
 Profit Before Tax                          1995.41          1701.35
 Less: Tax Expenses                          616.23           577.95
 Profit After Tax                           1379.18          1123.40
 Less Prior Period Adjustments                 0.22             0.33
 Profit for the year                        1378.96          1123.07
 Add: Balance Brought Forward
 from Previous Year                         1642.32           519.25
 Profit Available for Appropriation         3021.40          1642.32
 Appropriation
 (i). Proposed Dividend                      152.09                -
 (ii). Tax on Dividend                        25.84                -
 Profit Carried to Balance Sheet            2843.47          1642.32
 Basic Earning Per Share                       7.25             6.22
 Diluted Earning Per Share                     7.00             6.22
 
 The Company had a successful year registering an improved performance
 on the key parameters. The Companys Total income has registered a
 growth of 19.47% and reached to Rs. 35566.95 Lakhs as compared to Rs.
 29770.31 Lakhs in the previous year. The Profit for the year under
 review was Rs. 1378.96 Lakhs, thereby registering a growth of 23% as
 against Rs. 11 23.07 Lakhs in the previous year. The Royalty income has
 also increased by 13.62% and reached Rs. 907.25 Lakhs from Rs. 798.49
 Lakhs in the previous year. The earning per share for the year was Rs.
 7.25 as against Rs. 6.22 in the previous year.
 
 OPERATIONAL REVIEW
 
 Your Company has succeeded in growing in each one of its business
 verticals during financial year 2007-08, adopting the policy of growth
 through franchisee model of business to meet the enhanced demand of
 Kamdhenu Brand products throughout the country. The performance during
 the period under review was attributable; inter alia, to sale of
 products manufactured by the Company and sale of products at stock
 yards/branches.
 
 The Companys core competency is in Steel sector with top ended
 products such as reinforcement steel bars (TMT/HSD), structural steels
 (angels, channels, beams and flats) and binding wire. The Company has
 pan Indian presence with 39 franchisee units across the country. The
 Company has also ventured in the neighboring country of Nepal and plans
 to expand the horizon across SAARC nations in the times to come.
 
 DIVIDEND
 
 Your Directors have recommended a dividend of 8% i.e. Re. 0.80/- per
 Equity Share on 1,90,11,066 Equity Shares for the financial year ended
 March 31, 2008, amounting to Rs. 1,52,08,852/-. The dividend will be
 paid to members whose names appear in the Register of Members as on
 29.09.2008 and in respect of shares held in dematerialized form, it
 will be paid to members whose names are furnished by National
 Securities Depository Limited and Central Depository Services (India)
 Limited as beneficial owners as on 19.09.2008.
 
 The dividend pay out for the year under review has been formulated in
 accordance with the Companys policy to pay sustainable dividend linked
 to long term performance, keeping in view the Companys need for
 capital for its growth plans and the intent to finance such plans
 through internal accruals to the maximum.
 
 FUTURE OUTLOOK
 
 In line with the vision of the Company, to provide all construction
 solutions under one roof, the Company has diversified its operation
 into Plywood, Paints, PVC pipes, UPVC windows and section, among
 others.
 
 The Company has set up a modernized Paint manufacturing unit at
 Chopanki, Bhiwadi (Rajasthan) and it has commenced production of
 Kamdhenu Paints under the brand Colour Dreamz in the month of July,
 2008. The Company has targeted to reach out across the country with
 wide range of paint products. The Company is fully geared up for this
 latest venture through its dedicated team of production, technical and
 marketing professionals.
 
 The Company has diversified into Plywood and PVC pipes. The Company has
 also pioneered into the development of modern age UPVC (Unplasticised
 Polyvinyl Chloride) windows and section by the name of Tuff Wind. The
 UPVC windows and section is fast replacing wood and metals in frames of
 doors and windows due to rising prices of metal and scarcity of wood.
 
 BOARD OF DIRECTORS
 
 Board of directors in their meeting held on 30.01.2008 re-appointed Mr.
 Saurabh Agarwal and Mr. Sunil Kumar Agarwal as Whole Time Director of
 the Company for a period of 5 years with effect from 1st January, 2008,
 subject to approval of members of the Company.
 
 Mr. M.K Doogar and Mr. Saurabh Agarwal, directors, retire by rotation
 and being eligible, offer themselves for re-appointment.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to section 217(2AA) of the Companies Act, 1956, your
 Directors confirm:
 
 i) That in the preparation of the Annual Accounts, the applicable
 Accounting Standards have been followed.
 
 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 ended 31st
 March, 2008 and of the Profits of the Company for that year.
 
 iii) That the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safe guarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 iv) That the Directors have been prepared the annual accounts on a
 going concern basis.
 
 FIXED DEPOSIT
 
 During the period under review, the Company has not invited any fixed
 deposits from the public in terms of provisions of Section 58-A of the
 Companies Act, 1956 read with the Companies (Acceptance of Deposits)
 Rules, 1975.
 
 AUDITORS
 
 M/s S. Singhal & Co., Chartered Accountants, E-l 27, Industrial Area,
 Bhiwadi (Rajasthan), the Statutory Auditors of the Company retiring at
 the conclusion of the ensuing Annual General Meeting and being
 eligible, offer themselves for re-appointment.
 
 AUDITORS REPORT
 
 The Notes to the Accounts as referred to in the Auditors Report are
 self-explanatory and therefore do not call for any further comments.
 
 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Pursuant to Clause 49 of the listing agreement with the stock
 exchanges, Management Discussion and Analysis, Corporate Governance
 Report is attached as a part of the Annual Report. The Certificate from
 Company Secretary in practice regarding compliance of conditions of
 Corporate Governance is also annexed.
 
 SUBSIDIARY COMPANY AND CONSOLIDATED RESULTS
 
 Your Company is not having any subsidiary Company, hence disclosures
 regarding subsidiaries and consolidated results as per clause 32 of the
 Listing Agreement are not required.
 
 POST BALANCE SHEET EVENTS:
 
 PREFERENTIAL ALLOTMENT TO THE PROMOTERS AND OTHERS
 
 The Company has allotted 27,88,934 (Twenty Seven Lacs Eighty Eight
 Thousands Nine Hundred Thirty Four) warrants convertible within 18
 months into equal number of equity shares of the Company on
 preferential basis to the promoter group and other individuals on 17th
 April, 2008, pursuant to shareholders approval granted in the Extra
 Ordinary General Meeting of the Company held on 3rd March, 2008. The
 warrants were issued at a price of Rs. 37.00 each (including premium of
 Rs. 27.00 per warrant) aggregating to Rs. 1031.91 Lacs. The objects of
 the issue are to fulfill the requirement of additional funds for margin
 money for the paint project, plywood and other business verticals of
 the Company.
 
 JOINT VENTURE TO MANUFACTURE COATED RUST FREE STEEL BARS
 
 The Company has executed a Joint Venture Agreement with Profab Steel
 Private Limited, a company based in Mumbai, to set up a project in
 Wada, District Thane, Maharashtra, for the purpose of manufacturing,
 processing and marketing of coated rust free steel bars. These bars
 have a huge demand in the coastal areas where the moisture levels are
 high in the air.
 
 PARTICULARS OF EMPLOYEES
 
 The provisions of Section 217(2A) of the Companies Act, 1956 read
 with the Companies (Particulars of Employees) Rules, 1975 as amended
 ore not applicable, as there is no employee drawing remuneration beyond
 the stipulated amount provided in the said rules.
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Additional information regarding conservation of energy, research &
 development, technology absorption and foreign exchange earnings and
 outgo, required under section 217 (1) (e) of the Companies Act, 1956
 is given in Annexure forming part of this report.
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to express their thanks for the co-operation,
 assistance, support and guidance extended by the Bankers, Central and
 State Government, SEBI, Stock Exchanges, Local Authorities and other
 regulatory authorities. The Board places on record its appreciation for
 the valuable patronage, cooperation and goodwill received by it from
 clients, business associates and our most valued shareholders. Yours
 Directors also express their appreciation for the dedicated services
 rendered by the employees at all levels to the successful operations of
 the Company. The industrial relations of the Company continued to
 remain cordial.
 
                                 By Order of the Board of Directors
                                             KAMDHENU ISPAT LIMITED
 
 Dated : 29.07.2008                           (Satish Kumar Agarwal)
 Place : Gurgaon                       Chairman & Managing Director