KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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Financial Results Rs. In Lacs Particulars For the Financial Year ended March 31st 2005 2004 2003 Total Income 1.28 13.91 0.03 Profit after taxation (0.31) 0.42 (0.20) Equity Share Capital 33.35 27.85 1.00 Reserves (excluding Revaluation Reserves) 66.06 39.37 0.00 Net Worth 98.39 68.32 0.49 NAV per Share(Rs.) 29.50 24.53 4.86 EPS per Share (Rs) (0.09) (0.15) (2.04) Figures in ( ) represent negative figures Declaration We confirm that Permanent Account No., Bank Account No., Passport No. of the promoters namely Shri Satish Kumar Agarwal, Shri Pradeep Kumar Agarwal, Shri Sunil Kumar Agarwal and Mrs. Shafali Agarwal and Permanent Account No., Bank Account No., Company Registration No. and address of Registrar of companies in case of Kamadhenu Overseas Pvt. Ltd. have been submitted to BSE and NSE at the time of filling of this Offer Document with them. Common Pursuits Most of our group Companies also deals in the main product of the Company i.e Steel Bars, Ingots etc. We presently source a part of our total requirement of steel ingots/billets from them. These transactions are done on Commercial and on an arms length basis. Interest of promoters The Promoter may be deemed to be interested to the extent of shares held by them, their friends or relatives and benefits arriving from their holding directorship in the Company. The following Companies/ ventures/ firms promoted by the promoter(s) of the Company and the promoters may be deemed to be interested in these companies: Name of the Concern Type of Concern Interested Party Kamdhenu Industries Limited Company Pradeep Kumar Agarwal Raghuveer Metal Industries Limited Company Pradeep Kumar Agarwal Kali Metals Private Limited Company Pradeep Kumar Agarwal Kamdhenu Overseas Private Limited Company Satish Kumar Agarwal, Saurabh Agarwal Kamdhenu Cement Industries Limited Company Satish Kumar Agarwal,, Pradeep Agarwal, Sunil Kumar Agarwal, Saurabh Agarwal Relationship between the Promoters, Directors and Key Management Personnel Mr. Satish Kumar Agarwal,, Mr. Pradeep Agarwal and Mr. Sunil Kumar Agarwal are brothers. Mrs Shafali Agarwal is the wife of late Mr. Shailendra Agarwal ( Brother of Mr. Satish Kumar Agarwal,, Mr. Pradeep Agarwal and Mr. Sunil Kumar Agarwal).- Mr. Satish Kumar Agarwal is the father of Mr. Saurabh Agarwal and Mr. Sachin Agarwal. Payment or benefit to promoters of our company Except as stated in the prospectus, no amount or benefit has been paid or given within the two preceding years or its intened to be paid or given to any of our promoters except the normal remuneration for services rendered as Directors. Related Party Transactions For details on related party transactions, please refer to the section titled “Financial Statements” beginning on page [] of this Prospectus. Currency of Presentation All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. DIVIDEND POLICY The declaration and payment of dividend will be recommended by our Board of Directors and approved by our shareholders, at their discretion, and will depend on a number of factors, including but not limited to our profits, capital requirements and overall financial condition. As per the terms of a loan obtained from State Bank of Bikaner and Jaipur, Alwar we are required to obtain their consent for distribution of dividends. 70
The Board of Directors Kamdhenu Ispat Ltd. 5/2 Punjabi Bagh Exn. New Delhi FINANCIAL INFORMATION Auditors Report We have examined and found correct the Audited Accounts of Kamdhenu Ispat Ltd for the past five financial years ended on March 31 2001, 2002 2003, 2004, 2005 being the last date up to which the accounts of the Company have been made up and audited by us. We have also examined and found correct the accounts of the company for the period from April1,2005 to August 31,2005 prepared and approved by the Board of Directors of the company.At the date of signing this report, we are not aware of any material adjustment, which would affect the result shown by these accounts drawn up in accordance with the requirements of Part II of Schedule II to the Companies Act, 1956. In accordance with the requirements of Paragraph B (1) of Part II of Schedule II to the Companies Act, 1956 (the Act), and the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (SEBI Guidelines) for the purpose of the Offering Memorandum as aforesaid, we report that: a. The restated profits of the Company for the period from April1,2005 to August 31,2005 and financial years ended March 31 2005, 2004 2003, 2002, 2001 are as set out in Annexure I to this report. These profits have been arrived at after charging all expenses including depreciation and after making such adjustment and regroupings as in our opinion are appropriate and more fully described in the Significant Accounting Policies and Notes on Account appearing in Annexure III and IV respectively to this report. b. The restated assets and liabilities of the Company as at August 31, 2005, March 31 2005, 2004 2003, 2002, 2001 are as set out in Annexure II to this report after making such adjustments and regroupings as in our opinion are appropriate and more fully described in the Notes on Accounts appearing in Annexure IV to this report. c. We have examined the cash flow statement relating to the Company for the period from April 1,2005 to August 31,2005 and financial years ended 31st March 2005 and 31March, 2004 appearing in Annexure V to this report. d. The rates of dividends paid by the Company in respect of the financial years ended March 31 2005 2004, 2003, 2002 and 2001 are as shown in Annexure VI to this report. e. We have examined the following financial information relating to the Company and as approved by the Board of Directors for the purpose of inclusion in the Offer document: 1. Performance Ratios as appearing in Annexure VII to this report 2. Capitalization Statement as at 31 March 2005 as appearing in Annexure VIII to this report 3. Statement of tax shelters as appearing in Annexure IX to this report 4. Details of other income as appearing in Annexure X to this report 5. Details of sundry debtors as appearing in Annexure XI to this report 6. Details of loans and advances made to persons or Companies in whom/in which Directors are interested as appearing in Annexure XII to this report 7. Details of unsecured loans as appearing in Annexure XIII to this report 8. Details of secured loans as appearing in Annexure XIV to this report 9. Details of transactions with related parties as appearing in Annexure XV to this report 10. Details of aggregate value and market value of quoted investments as appearing in Annexure XVI to this report 11. Details of expenditure incurred on the project as appearing in Annexure XVII to this report 12. Details of qualifications appearing in the audit Report as given in Annexure XVIII to this report 13. Details of changes in Significant Accounting Policies as given in Annexure XIX to this report In our opinion the above financial information of the Company read with Significant Accounting Policies and Notes on Account attached in Annexure III & IV respectively to this report, after making adjustments and regroupings as considered appropriate has been prepared in accordance with paragraph B (1) Part II of Schedule II of the Act and the SEBI Guidelines. This report is intended solely for your information and for inclusion in the Offer document in connection with the specific Public Offer of equity shares of the Company and is not to be used, referred to or distributed for any other purpose without our written consent. For S.Singhal &Co. Chartered Accountants Partner (R.K. Gupta ) Membership No. 73846 Date: 30.09.2005 Place: Bhiwadi 71
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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
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B. Promoter Group 1. Saurabh Agarwa
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Sl. Name of Date of Consid- No. of
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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 and 80: C. MR. SUNIL KUMAR AGARWAL Designat
Page 81 and 82: Company Secretary Secretarial & Leg
Page 83 and 84: PROMOTERS OUR PROMOTERS MR. SATISH
Page 85: 2. and accessories, automobile part
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
Page 131 and 132: ISSUE INFORMATION Terms of the Issu
Page 133 and 134: Applications by Hindu Undivided Fam
Page 135 and 136: 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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