KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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The Company has started taking steps in respect of Corporate Governance specially with respect to broad basing of Board, constituting of committees such as shareholding/ investor grievance committee, etc. The details of the committee is as follows: Investors Grievances Committee The Investors Grievances Committee looks into redressal of shareholder and investor complaints, issue of duplicate/split/ consolidated share certificates, allotment and listing of shares and review of cases for refusal of transfer/ transmission of shares and debentures and reference to statutory and regulatory authorities. The Investors Grievances Committee currently comprises of Mr.Subhash Chander singhal as the Chairman, Mr. Rakesh Goyal and Mr.Saurabh Agarwal as members .Mr. Arvind Gupta is appointed as the Compliance Officer of the Company. Shareholding of Directors in the Company Sr. No. Name of Directors No. of Equity Shares % of existing share capital 1. Mr. Satish Kumar Agarwal 467122 7.52 2. Mr. Pradeep Kumar Agarwal 433914 6.99 3. Mr. Sunil Kumar Agarwal 410214 6.60 4. Mr. Saurabh Agarwal 266500 4.29 5. Mr. Subhash Chander Singhal Nil Nil 6. Mr. Rakesh Goyal Nil Nil 7. Mr. Rajiv Goel Nil Nil Total 1577750 25.40 Interest of the Promoters/Directors Except as otherwise stated in this Prospectus, all the promoters/ directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or Committee thereof as well as to the extent of other remuneration and/or reimbursement of expenses payable to them as per the applicable laws. The Promoters/ Directors may also be regarded as interested in the shares & dividend payable thereon, if any, held by or that may be subscribed by and allotted/transferred to them or the companies, firms and trust, in which they are interested as Directors, Members, Partners and or Trustees. All Promoters/ Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by Kamdhenu Ispat Limited with any Company in which they hold Directorships or any partnership firm in which they are partners as declared in their respective declarations. The Managing Director & Whole Time Directors of the Company are interested to the extent of remuneration paid to them for services rendered to the Company (For more details, please refer “Related Party Disclosures” as mentioned under Sr. No. — of the Auditors’ Report given on page —of this Prospectus). Further, the Directors are interested to the extent of Equity Shares that they are holding and or allotted to them out of the present Issue, if any, in terms of the Prospectus and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. Except as stated otherwise in this Prospectus, the Company has not entered into any Contract, Agreements or Arrangements during the preceding two years from the date of the Prospectus in which the directors are interested directly or indirectly and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be entered with them. Changes in Directorships in last three years Name of the Director Date of Appointment Date of Cessation Reason Neeraj Kumar Jain — 20.01.2003 Resignation Puneet Jain — 20.01.2003 Resignation Satish Kumar Kabu 25.06.2003 24.06.2005 Resignation Rakesh Goyal 24.06.2005 — Appointment Subhash Chander Singhal 24.06.2005 — Appointment Vineet Agarwal 25.06.2003 10.10.2005 Resignation Pawan Kumar Vijay 30.09.2005 — Appointment Rajiv Goel 30.09.2005 — Appointment Pawan Kumar Vijay — 15.10.2005 Resignation 64
Company Secretary Secretarial & Legal Executive ORGANISATION CHART – KAMDHENU ISPAT LIMITED Chief Manager Finance & Accounts Accounts Executive Board o Directors Chairman & Managing Director Whole-Time Director Whole-Time Director Whole Time Director Technical Executive Marketing Steels, Cement & Diversification General Manager Assistant General Manager Marketing Manager Regional Manager Field Staff(s) Details regarding the Key Managerial Personnel Sr. No. Name of Employee Designation Age Qualification Experience Date of joining Previous Employment 1. Mr. Sachin Agarwal Technical Executive 27 Yrs BE, M.B.A (UK) 1 Yr. 1-04-2004 NA 2. Mr. Anil Tondon G.M.Marketing 40 Yrs B.A. , M.B.A. 20 Yrs. 1-04-2002 G.D.Rathi steels Ltd. 3. Himesh Mathur Qty control Mgr. 35 Yrs M.Sc. 9 Yrs 1-10-97 Rathi ispat ltd. Alwar 4 Mr. S.K. Joshi G.M. Plant 48 Yrs Diploma in Metallurgy 25 yrs 22-9-97 Ashiana group 5. Mr. L.C. Yadav Personnel Manager 55 Yrs B.A. 30 Yrs. 22-9-97 Haryana Komcas ltd. Hissar 6. Mr. Arvind Gupta Company Secretary& 30 Yrs Company 5 Yrs. 1.11.2003 Ace India Limited Compliance officer Secretary 7. S.M.Agarwal Vice President (Orissa Project) 67 Yrs Graduate 30 Yrs. 25.10.2004 Self Business 8. Mr.Vineet Agarwal Chief Manager (F&A) 32 yrs M.Com,C.A.(inter) 8 Yrs. 11.10.05 Self Employee 9. Mr.Satish Kabu G.M.(Marketing Cement) 50yrs B.Sc.,MDBA 7 Yrs. 01.07.05 Lt. col in Army Mr Sachin Agarwal Mr. Sachin Agarwal, technical executive, is qualified as a Bachelor of Engineering in Industrial Engineering Management and has also done Management course from U.K. in International Management. He holds an experience of one year in the technical field. His present work profile includes looking after the technical matters in the Company viz. production, quality and working of plant and machinery. Mr. Anil Tondon Mr. Anil Tondon, General Manager (Marketing), is a graduate in Arts and has done management course (MBA). He holds an experience of 20 years in the relevant field. Earlier he was working with G.D. Rathi Steels limited. His present work profile involves all the matters related to the field of marketing in the Company. Mr. Himesh Mathur Mr. Himesh Mathur, Quality Control Manager, is a postgraduate in the field of science. He has about 9 years of experience in the relevant field. He was earlier working with Rathi Ispat Limited, Alwar. Presently he looks after all the Quality Control related aspects in the Company and all franchisee units.. 65 Expansio of Franchise Network (Steels) Quality Control System Production Manager Personnel Manager
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KAMDHENU ISPAT LIMITED DRAFT PROSPE
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DEFINITIONS AND ABBREVIATIONS Gener
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Abbreviations Abbreviation Full For
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RISK FACTORS An investment in equit
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mentioned under Class 1 to 42 cover
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(b) Any disruption/ discontinuance
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affect our operating results. We ar
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The central and state tax scheme in
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SUMMARY The following summary is qu
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THE ISSUE Equity Shares offered by
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of the Stabilisation Period allot,
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For the year ended August March Mar
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LEGAL ADVISOR TO THE ISSUE Luthra &
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2. Capital Buildup: The existing sh
Page 29 and 30: B. Promoter Group 1. Saurabh Agarwa
Page 31 and 32: Sl. Name of Date of Consid- No. of
Page 33 and 34: Sl. Name of Date of Consid- No. of
Page 35 and 36: 7. The Pre-issue and Post-issue sha
Page 37 and 38: (b) Our top ten shareholders and sh
Page 39 and 40: OBJECTS OF THE ISSUE The proceeds f
Page 41 and 42: BASIS FOR ISSUE PRICE QUALITATIVE F
Page 43 and 44: STATEMENT OF TAX BENEFITS The Compa
Page 45 and 46: loss, such long -term capital loss
Page 47 and 48: Benefit available to Mutual Funds I
Page 49 and 50: Restrictions in external trade, bot
Page 51 and 52: to compete with the likes of China,
Page 53 and 54: III. Flat Products Flat products in
Page 55 and 56: · In China and other Asian countri
Page 57 and 58: BUSINESS OVERVIEW Kamdhenu Ispat Li
Page 59 and 60: PROCESS PROCESS FLOW CHART FOR PROD
Page 61 and 62: POWER The Company sources Power fro
Page 63 and 64: The sponge iron is one of the raw m
Page 65 and 66: We help them to get right people to
Page 67 and 68: 23. A.S. CEMENT INDUSTRIES, Patiala
Page 69 and 70: PROPERTY A. Properties owned by the
Page 71 and 72: S No. 6. 7. 8. Date & Tenure Name &
Page 73 and 74: OUR INDEBTEDNESS Sr. No 1 Lender &
Page 75 and 76: Main Objects The main objects of th
Page 77 and 78: OUR MANAGEMENT As per the Articles
Page 79: C. MR. SUNIL KUMAR AGARWAL Designat
Page 83 and 84: PROMOTERS OUR PROMOTERS MR. SATISH
Page 85 and 86: 2. and accessories, automobile part
Page 87 and 88: The Board of Directors Kamdhenu Isp
Page 89 and 90: Annexure - II Statement of Assets a
Page 91 and 92: 7 The company is manufacturing CTD/
Page 93 and 94: Annexure - VII Performance Ratios:
Page 95 and 96: Principal Terms of Sanctioned Loans
Page 97 and 98: Financial Statements of Group Compa
Page 99 and 100: The Board of Directors of the Compa
Page 101 and 102: List of Shareholders as on 30.9.200
Page 103 and 104: MANAGEMENT’S DISCUSSION AND ANALY
Page 105 and 106: DEPRECIATION Depreciation on fixed
Page 107 and 108: of excise duty was 8% thereafter up
Page 109 and 110: Administrative and Other Expenses W
Page 111 and 112: Cost Of Goods Traded In The company
Page 113 and 114: Information required as per clause
Page 115 and 116: SL. NO. 5 6 7 8 9 10 11 12 ASSESSME
Page 117 and 118: 3.2 CENTRAL EXCISE Commissioner of
Page 119 and 120: 4.2 M/s. Kamdhenu Ispat Limited vs.
Page 121 and 122: II Outstanding litigations involvin
Page 123 and 124: Sales Tax ASSESSMENT YEAR PARTICULA
Page 125 and 126: 11. The Company has obtained consen
Page 127 and 128: BEHALF AND TOWARDS THIS PURPOSE, TH
Page 129 and 130: Public Issue expenses are estimated
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ISSUE INFORMATION Terms of the Issu
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Applications by Hindu Undivided Fam
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Payment Instructions 1. Payments sh
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5. Investors can contact the Compli
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for public subscription and the bal
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POWER TO MODIFY RIGHT 11. (i) If at
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without any deduction or allowance
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there be no such Chairman or if at
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69. The Director shall not be requi
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fit and any such appointment may (i
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present and entitled to vote there
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MATERIAL CONTRACTS AND DOCUMENTS FO
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DECLARATION All the relevant provis
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KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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