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Karma Industries Limited 34 th ANNUAL REPORT

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Page 1: Karma Ind AR10-11...its business activities. b) Mr. Bhavesh Vora Mr. Bhavesh Vora is A Commerce Graduate. He has over five Years of experience in Industry of Stock Market, Capital

Karma Industries Limited

34 th

ANNUAL REPORT

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Board of Directors:

Mr. Rajesh Mehta Managing Director

Mrs. Bhavna Mehta Wholetime Director

Mr. Hemang Sampat Director

Mr. Mahesh Jethva Director (w.e.f. 01/10/2010)

Mr. Bhavesh Vora Director (w.e.f. 01/07/2011)

Auditors : AMD & CO.,

Chartered Accountants

Company law Consultants: Martinho Ferrao & Associates , Company Secretaries

Bankers : Union Bank of India

Oriental Bank of Commerce

Canara Bank

Corporation Bank

Registered Office : H Wing, Office No. 131, Raj Arcade, Mahavir Nagar,

Kandivali West, Mumbai – 400 067

Equity Shares The Bombay Stock Exchange,

Listed On : The Ahmedabad Stock Exchange,

The Hyderabad Stock Exchange

Registrar and share transfer agent:

System Support Services

209, Shivai Industrial Estate,

89, Andheri Ku rla Road, Sakinaka, Andheri (East),

Mumbai – 400 072.

Day & Date of A.G.M : Friday, 30th day of September, 2011

Venue: H Wing, Office No. 131, Raj Arcade, Mahavir Nagar,

Kandivali West, Mumbai – 400 067

Time: 11.00 a.m.

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Dear Shareholders,

The global economy has continued to witness a sustained growth due to growth in emerging economies led byChina and India and also due to the additional stimulus in US and bailout packages in Europe. However, thishad resulted in inflationary pressures which have forced many Central Banks, especially in China and India toraise interest rates.

Inspite of the volatile and challenging environment on raw material availability and pricing, the Company hasdelivered healthy growth in performance. It is a matter of pride and deep satisfaction that the Company hasemerged triumphant out of the worst global financial crisis and extra-ordinary economic environment thatwe witnessed in the fiscal 2010-11. In the year ended March 31, 2011, the Company achieved a stupendousturnover of Rs. 658.79 Crores which is reflective of the Company’s performance in the years ahead. Asthe economies of several nations return to normalcy, the demand for iron and steel-based goods willassume new growth levels. This is already starting to be evident in large construction activity and variousinfrastructure projects. Steel has been and will always be the basic requirement for India’s growthstory and will be the backbone of Indian industry for economic recovery. Keeping these in mind I amconfident that the Company will scale new heights in the years ahead.

During the year your company has completed the construction work of factory at Valsad for manufacturingferrous & non-ferrous metals products more particularly Lead Ingots and Billets. We will build on ourconsistent and well executed strategy to grow in the value added steel products, while being focused onallocation of captive mines for raw materials and captive power generation. Your company shall continueto create value and deliver sustainable growth while achieving best standards of safety, corporategovernance, corporate social responsibility and investor communication.

The Company is looking forward to the opportunity of fulfilling its objective of being a viable and innovativemanufacturer and stockiest in ferrous & non-ferrous metals in the years ahead.

RAJESH MEHTAChairman & Managing Director

Place : MumbaiDate : 25th July, 2011

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NOTICE TO THE MEMBERS

NOTICE is hereby given that the 34th Annual General Meeting of the members of KARMA INDUSTRIESLIMITED will be held on Friday, the 30th day of September, 2011 at 11.00 am at H – 131, Raj Arcade,Mahavir Nagar, Kandivali West, Mumbai – 400 067 to transact the following business:

ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2011 and Profit and

Loss Account for the year ended March 31, 2011 together with the Reports of the Directors andAuditors thereon.

2. To appoint a Director in place of Mrs. Bhavna Mehta who retires from office by rotation, and beingeligible offers herself for reappointment.

3. To appoint Auditors to hold the office from the conclusion of ensuing Annual General meeting untilthe conclusion of the next Annual General Meeting.

SPECIAL BUSINESS:4. To Consider and if thought fit, to with or without modification the following resolution as an

ordinary resolution:

“RESOLVED THAT Mr. Mahesh Jethva who was appointed as an Additional Director at the meeting ofthe Board of Directors held on October 01, 2010 and who holds office as such upto the date of thisAnnual General Meeting and in respect of whom notice under Section 257 of the Companies Act, 1956has been received from a member signifying his intention to propose Mr. Mahesh Jethva as a candidatefor the office of Director of the Company, be and is hereby appointed as a Director of the Company,liable to retire by rotation.”

5. To Consider and if thought fit, to with or without modification the following resolution as anordinary resolution:

“RESOLVED THAT Mr. Bhavesh Vora who was appointed as an Additional Director at the meeting ofthe Board of Directors held on July 01, 2011 and who holds office as such upto the date of this AnnualGeneral Meeting and in respect of whom notice under Section 257 of the Companies Act, 1956 hasbeen received from a member signifying his intention to propose Mr. Bhavesh Vora as a candidate forthe office of Director of the Company, be and is hereby appointed as a Director of the Company, liableto retire by rotation.”

For and behalf of the Board of Directors Karma Industries Limited

Sd/-Rajesh Mehta

Managing DirectorRegistered OfficeKARMA INDUSTRIES LIMITEDH Wing, Office No. 131,Raj Arcade, Mahavir Nagar,Kandivali West,Mumbai –400067Date: 25th July, 2011

NOTES:

1] A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE ORMORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THAT PROXY NEEDNOT BE A MEMBER. OF THE COMPANY THE INSTRUMENT APPOINTING A PROXY SHOULD HOWEVERBE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY DULY COMPLETED NOT LESS THANFORTY-EIGHTY HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2] The register of Members and the Share Transfer Books of the Company will remain closed fromFriday, September 23rd , 2011 to Friday, September 30th, 2011 [both days inclusive].

3] Members who desire to seek any information concerning the Accounts of the Company are requestedto address their queries in writing to the Company at least seven days before the date of themeeting so that the requested information can be made available at the time of the meeting.

4] Members / Proxies are requested to please bring their copies of the Annual Report to the meeting

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since copies of the Annual Report will not be distributed at the meeting.

5] The Company its shares are listed on The Stock Exchange, Mumbai, The Stock Exchange,Ahmedabad and The Stock Exchange, Hyderabad.

6] Members holding Shares in Physical form are requested to notify immediately any change in theiraddress with PIN CODE to the Registrar and Transfer Agent of the Company at the address givenbelow and in case their shares are held in Demat, this information should be passed on directly totheir respective Depository Participants and not to the Company.

7] All documents referred to in the Notice are open for inspection at the Registered Office of theCompany during office hours on all working days except public holidays between 11.00 am and1.00 pm upto the date of the Annual General Meeting.

8] Members / Proxies holding their Shares in Physical mode are requested to fill the enclosedattendance slip and handover the same at the entrance with signature. In the absence thereof,they may not be admitted to the meeting venue.

9] Members who are holding shares in dematerialized form are requested to being their Client ID andDP ID numbers for easy identification at the meeting.

10] In all correspondence with the Company, members are requested to quote their Folio No. and incase their shares are held in Demat form, they must quote their DP ID and Client ID Number.

11]The explanatory statement U/s. 173 of the Companies Act, 1956 is enclosed herewith.

EXPLANATORY STATEMENT AS REQUIRED U/S. 173[2] OF THE COMPANIES ACTS, 1956

ITEM 4:Mr. Bhavesh Vora is A Commerce Graduate. He has over five Years of experience in Industry of StockMarket, Capital Financial Market, Commodities Market, Banking finance Sector

Pursuant to section 257 of the Companies Act, 1956 the Company has received notices from membersalong with the deposit of 500 rupees signifying their intention to propose the candidature of Mr. BhaveshVora for the office of Director. The Board of Directors recommend passing of the resolution set out in itemNo.4 of the accompanying Notice.

None of the Directors of the Company are deemed to be concerned or interested in the Resolution.

ITEM 5:Mr. Mahesh Jethva is BSE-IT Graduate. He has over Two Years of experience in Industry of IT in SoftwareDevelopers and 3 Years in experience in Capital Financial Market, Commodities Market, Banking financeSector.

Pursuant to section 257 of the Companies Act, 1956 the Company has received notices from membersalong with the deposit of 500 rupees signifying their intention to propose the candidature of Mr. MaheshJethva for the office of Director. The Board of Directors recommend passing of the resolution set out initem No.5 of the accompanying Notice.

None of the Directors of the Company are deemed to be concerned or interested in the Resolution.

Details of the Directors proposed to be appointed/re-appointed as a Director of the Companyat the Forthcoming Annual General Meeting.

(In pursuance of Clause 49(VI)(A) of the Listing Agreement)a) Mrs. Bhavna Mehta

Mrs. Bhavna Mehta has acquired a sound knowledge of accounting and Management InformationSystem (MIS). She is currently Whole-time Director of the company and has a good experience in theIron & Steel business. Her valuable contribution has helped the company in growth and expansion ofits business activities.

b) Mr. Bhavesh VoraMr. Bhavesh Vora is A Commerce Graduate. He has over five Years of experience in Industry of StockMarket, Capital Financial Market, Commodities Market, Banking finance Sector.

c) Mr. Mahesh JethvaMr. Mahesh Jethva is BSE-IT Graduate. He has over Two Years of experience in Industry of IT inSoftware Developers and 3 Years in experience in Capital Financial Market, Commodities Market,Banking finance Sector.

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DIRECTORS’ REPORT TO THE SHAREHOLDERSYour Directors have great pleasure in presenting the 34th Annual Report together with the AuditedAccounts for the year ended on March 31, 2011.

CONSOLIDATED FINANCIAL RESULTS

Year Ended Year Ended

Particular 31.03.2011 31.03.2010Amt in Rs. Amt in Rs.

Sales & Other Income 6,591,044,638 4,289,142,596Less : Expenditure 6,556,446,580 4,272,676,684Depreciation 2,867,781 4,007,664Profit / (Loss) before tax and appropriations 31,730,277 12,458,248Profit / (Loss) after tax and Minority Interest 20,252,677 9,957,623Add: Balance brought forward fromprevious year 10,454,170 496,547Surplus carried to Balance Sheet 30,713,045 10,454,170

DIVIDENDThe Board of Directors are overwhelmed to declare the dividend of 3%, i.e. 0.30 paise per EquityShares to the Shareholders whose names are present in the Register of Members as on the date ofAnnual General Meeting.

OPERATIONSThe Company is presently trading in broad range of steel products, including C.R. Coils & Sheets,C.T.D. Bars, H.R. Sheets & Plates and Hot Rolled Steel Plates, Ingot irons M.S. Plates, Angles, Channels,Chequered Plates, Wires, T.M.T Bars, Rebars and Tor Steel, Stainless Steel and other Alloy Steels andhad a good year in terms of turnover and performance. The Company has already established factoryat valsad and would be starting manufacturing activity shortly.

The turnover of the Company rose from Rs. 4,284,089,632/- in the previous year to Rs.6,587,997,822/- in the year under review. However the Profit after tax substantially increased from Rs. 9,958,331/-in the previous year to Rs. 20,264,196/- for the year ended March 31, 2011.

CAPITALThe Company’s present paid up capital stands at Rs. 33,00,00,000/- comprising 3,30,00,000 equityshares of Rs. 10/- which is listed on Bombay, Ahmedabad and Hyderabad Stock Exchange.

BOARD OF DIRECTORSThe Board of Director’s of the Company is duly constituted and has a combination of Executive andNon-executive directors.

Mrs. Bhavna Mehta, Director of the Company retires by rotation at the ensuing Annual General Meetingand being eligible offer herself for re-appointment.

Mr. Mahesh Jethva and Mr. Bhavesh Vora were appointed as Additional Directors by the board onOctober 01, 2010 and July 01, 2011 respectively and their appointment as director liable to retire byrotation is being sought in the ensuing Annual General Meeting, on being demanded by members forwhich necessary notice have been received by the Company.

Mr. Narendra Sampat resigned from the Board of Directors of the Company on October 01, 2010. TheBoard wishes to place on record his appreciation for the services rendered by him during his tenurewith the Company.

CHANGE OF NAME & OBJECTS OF THE COMPANYThe Company has changed its name from Karma Ispat Limited to Karma Industries Limited during theyear and also changed its objects in order to reflect its true business activities and expand its business.

SUBSIDIARIESYour company has the following two wholly-owned subsidiaries namely M/s. Karma Commodities Ltd.,M/s.KIL Infrastructure Ltd. and a an Associate Company M/s. Karma Stock Trade Limited (Was aSubsidiary till 16.08.2011) where company holds 44.10% of Paid up share capital of the company.

1. KIL Infrastructure Limited which was incorporated to carry out the business of construction,development, repairing, roads, path, streets, bridge etc.

2. Karma Commodities Limited was incorporated to do the business of commodity trading with theCommodity Exchanges. The Company in is the process of starting its operations shortly. TheCompany has taken membership of MCX /NMCE /ICEX /Reliance Spot Exchange / NCDEX & NCDEXSpot / ACE.

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3. Karma Stock Trade Limited which was incorporated to carry out the business as share and stockbroker, sub-broker, finance broker, dealer, jobber, market maker, portfolio manager, underwriter,sub-underwriter, dealers or broker or agent in any shares, securities, financial instruments, capitalmarket money market instruments of all kinds. However the company has not started its operationsyet and is in the process of starting its operations. The Company has taken for Deposit BaseTrading Membership of BSE and also Membership of NSE/USE.

The Consolidated financial Statements of the subsidiaries are attached with the Annual Report.

Pursuant to the general circular No. 2/2011 and 3/2011 dated 8th February, 2011 and 21st February,2011 respectively issued by Ministry of Corporate Affairs (“MCA”) and in terms of the general exemptiongranted by MCA copies of balance sheet, the profit and loss account, report of the Board of Directorsand that of the Auditors in respect of the subsidiaries as on 31st March, 2011 have not been attachedto the Balance Sheet of your Company. The aforesaid documents in respect of the respective subsidiarycompanies will be made available upon a request made by any Shareholder of the Company interestedin obtaining the same. These documents in respect of aforesaid subsidiary companies are also availablefor inspection at the registered Office of the Company and that of the respective subsidiaries. However,as directed by MCA, the financial data of subsidiaries has been furnished under ‘Financial Informationon Subsidiary Companies’ forming part of the Annual Report. The Audited Consolidated FinancialStatements made in accordance to the applicable Accounting Standards forms part of this AnnualReport.

CORPORATE GOVERNANCEThe Company has taken proactive steps to ensure that the conditions of Corporate Governance stipulatedin Clause 49 of the Listing Agreement with the Stock Exchange are complied with. A separate reporton Corporate Governance together with Auditor’s Certificate on its compliance is included in theAnnual Report.

DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:1] In the preparation of the annual accounts, the applicable accounting standards have been followed

along with proper explanations relating to material departures.

2] Appropriate accounting policies have been selected and applied, reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at the March 31, 2011.

3] Proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.

4] The Annual Accounts have been prepared on a going concern basis.

AUDITORSM/s. AMD & Co., Chartered Accountants, the retiring Auditors have expressed their willingness to bere-appointed. It has been proposed to reappoint M/s. AMD & Co., Chartered Accountants as Auditorsof the Company. The Company has received a Certificate from them that they are qualified underSection 224 (1) of the Companies Act, 1956 for appointment as Auditors of the Company. Membersare requested to consider their appointment at a remuneration to be decided by the Board of Directorsfor the financial year ending March 31, 2011 as set out in the Notice convening the Meeting.

AUDITORS’ OBSERVATIONSThe observations of the Auditors contained in their Report are self explanatory and does not requireany clarification.

AUDIT COMMITTEEIn accordance with the provisions of the Section 292A of the Companies Act, 1956 and the CorporateGovernance requirements as per the Listing Agreement of the Company, the Audit Committee comprisesof the following Directors viz., Mr. Hemang Sampat, as Chairman, Mr. Rajesh Mehta and Mr. MaheshJethva as members. The Audit Committee acts in accordance with the terms of reference specifiedfrom time to time by the Board.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO:The Company has taken effective steps to conserve and minimize power and fuel consumption andhas also installed capacitor for minimizing the power consumption. No Technology was importedduring the year by the Company. The Company has not exported or imported any goods during theyear. Therefore Foreign Exchange Earning and Outgoing was NIL.

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PARTICULARS OF EMPLOYEESNone of the employees of the Company come within the purview of the information required u/s217[2A] of the Companies Act, 1956 read with the Companies [particulars of Employees] Rules, 1975as amended from time to time.

RESEARCH & DEVELOPMENTThe Company has been arduously working to improve the R & D so as to provide quality and value formoney to the customers in keeping with market trends.

FIXED DEPOSITSYour Company has not accepted any deposit within the meaning of Section 58A of the Companies Act,1956 from Public and the rules made there under.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTIONThe Company has taken all the necessary steps for safety and environmental control and protection.

ACKNOWLEDGMENTThe Directors wish to convey their appreciation to the Company’s Shareholders, Customers, Suppliers,Bankers, and Distributors for their support they have given to the Company over the past years andthe confidence, which they have reposed in its management and the employees for the commitmentand dedication shown by them.

For and behalf of the Board of Directors Karma Industries Limited

Sd/-Rajesh Mehta

Managing Director

Registered OfficeKARMA INDUSTRIES LIMITEDH Wing, Office No. 131,Raj Arcade, Mahavir Nagar,Kandivali West,Mumbai –400067Date: 25th July, 2011

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MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

Global Economy

The global economy has witnessed a sustained growth largely driven by the additional stimulus andbailout packages announced by various countries which has created liquidity and stimulated demand,leading to the recovery in the US and Europe. The Chinese and Indian economies have been thefastest economies. However, this has led to inflationary pressures which have forced central bank toraise interest rates.

The steel industry has also seen a reasonable growth in demand and increase in production volumesespecially in China and India. However, this has once again put pressure on raw material availabilityand prices. The floods in Queensland, Australia have put further pressure on the prices of Coking Coalwhich has increased from USD 200 per MT levels to USD 300 per MT levels. Due to the volatility inCoking Coal prices over the last couple of years, there has been a shift in pricing mechanism forCoking Coal from annual to quarterly to partly monthly benchmark prices. This has resulted in volatilityin prices of iron and steel products as well. China continues to drive the global steel industry with aproduction of approx. 630 million tons in 2010 which equates to approx. 45% of global Steel production.

Chinese Steel demand continues to be driven by large capital expenditure and government infrastructureprojects across the country. However, it is expected that the production growth for steel in the currentdecade will slow down, which should reduce raw material prices.

The Indian Steel Industry

Though global crude steel production reached a new height during 2010 by 15% over 2009 andIndia’s production also inched up by 6.4%, the Company could not reach the level of previous year’sproduction in terms of quantity primarily due to increase in the prices of input raw materials duringthe period 2010-11. Further shortage in availability of raw material due to ban imposed in mining ofiron ore in the State of Karnataka, from where major amount of iron ore is sourced by the Company,also added to lower production of its products.

However, the increase in cost of raw material and shortage of iron ore pushed the prices of finishedproducts upwards resulting in higher turnover and profit for the year 2010-11.

The Indian economy grew at 8.6% in 2010-11 against 7.2% last year which shows a remarkablegrowth. The economy is likely to grow at over 8% over the next decade driven by the infrastructure(power, road, railways, ports etc.) and consumption (automobile, real estate etc.) sectors which willresult in robust growth in demand for various iron and steel products.

The States of Orissa, Chhattisgarh and Jharkhand which account for majority of the iron ore and coalreserves in the country will remain the most attractive locations for setting up iron and steelmanufacturing capacity in the coming years.

OPPORTUNITIES, THREATS, RISKS, CONCERNS AND OUTLOOK

Opportunities & Threats:

The Company caters to construction, infrastructure, power, telecom and engineering industries. Thoughthere are large no. steel factories across the length and breadth of the country, they are by and largeconcentrated in local level. Due to its reputation as traders of quality products and the company’splan to start manufacturing shortly, the Company has not only been able to retain its existing customersbut is also adding new customers.

Though there is competition not only from local players but also from un-organised sector, the companyis fully geared to meet these challenges and move towards achieving its set goals.

Three factors, however, will need to be watched carefully in order to ensure preparedness and to beable to take timely steps to manage risk are: a) Price Volatility b) Sourcing of key raw materials andc) cost of borrowing.

Nonetheless, the Board continues to believe that this year is yet another year of opportunity to focuson further growth and consolidation.

Risks and concerns:

The cost of power (including fuel) and its availability continues to be a major concern. High powertariffs and volatility in input prices may adversely affect the profitability of the Company. However, itis not significant considering the level of operations of the Company and normal correlation in theprice of raw material and finished goods.

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The economy continues to witness inflationary trends. The headline inflation has continued to befuelled by high food inflation and rising prices of crude and commodities. The Reserve Bank of India’saction to consistently raise interest rates and suck liquidity out of the system to tame inflation togetherwith high commodity prices is likely to make new investment less attractive, contract demand andlead to slow down in the industry. This remains a serious concern. Management has already identifiedthese risks and taking necessary steps to mitigate the risks such as exploring the possibilities tohaving captive power plant to become self sufficient, linkage to coal and iron ore mines for uninterruptedproduction and to reduce cost of borrowing by various means.

Outlook:The Indian Steel Industry plays a significant role in the county’s economic growth. The industrycontinues to remain in growth mode. It continues to hold a strong hold in the traditional sectors suchas infrastructure & constructions, automobile, transportation and industrial application. With theGovernment’s pro-active incentive plans to boost economic growth by injecting funds in variousindustries such as construction, infrastructure, automobile and power will drive the steel industry infuture. Steel consumption in India is expected to grow significantly in the coming years as per capitafinished steel consumption is far less than its regional counterparts.

PERFORMANCE OF THE COMPANYThe PAT of the Company has increased by 103% to Rs.20,264,196 during the year ended March 31,2011, which shows an overall good performance of the Company. The current business of the companyis trading in steel and iron products including C.R. Coils & Sheets, C.T.D. Bars, H.R. Sheets & Platesand Hot Rolled Steel Plates, Ingot irons M.S. Plates, Angles, Channels, Chequered Plates, Wires, T.M.TBars, Rebars and Tor Steel, Stainless Steel and other Alloy Steels.

The Company has established a Factory at Valsad, Gujarat during the year for manufacturing of Iron& Steel Products which will be operational shortly. This will help the Company for sustaining in thelong run in the competitive steel industry.

HUMAN RESOURCESThe Company recognizes the need for continuous growth and development of its employees in orderto provide greater job satisfaction and also to equip them to meet growing organizational challenges.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:Internal Control Systems are designed to ensure the reliability of financial and other record andaccountability of executive action to the management’s authorization. The Statutory Auditors haveevaluated the system of internal controls of the Company and have reported that the same areadequate and commensurate with the size of the Company and nature of its business.

The internal control systems are reviewed by the top Management and by the Audit Committee of theBoard and proper follow up action ensured wherever required.

CAUTIONARY STATEMENTStatement in the Management Discussion and Analysis describing theCompany’s objectives, expectations, estimates or predictions may be forward looking within the meaningof applicable securities laws and regulations. Actual results may differ materially from those expressedin the statement. Important factors that could influence the Company’s operations include global anddomestic supply and demand conditions affecting selling prices of finished goods, input availabilityand prices, changes in Government regulations, tax laws, economic developments within the countryand other incidental factors. The Company assumes no responsibility to publicly amend, modify orrevise any forward-looking statements, on the basis, of any subsequent developments, events orinformation.

REPORT ON CORPORATE GOVERNANCE

1] COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCEThe main object of Corporate Governance is to create transparency and full disclosure regardingthe working of the Company. Corporate Governance’s aim is to create long-term value for allstakeholders viz. investors, employees, creditors, customers, Government and society at large. Itis crucial to the progress of every business enterprise as it builds confidence and trust, whicheventually leads to a more stable and sustained resource flow and long-term partnership with itsinvestors and other stakeholders. The Company firmly believes in and continues to practice goodcorporate Governance. The Company’s essential character is shaped by the very values oftransparency, professionalism and accountability. The Company continuously endeavors to improveon these aspects on an ongoing basis. The disclosures required by Clause 49 of the Listing Agreementare as under:

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2] BOARD OF DIRECTORSAs per the listing Agreement the Board should have an optimum combination of both Executiveand Non-Executive Directors, and at least one half of the Board has to comprise of independentDirectors where the Chairman is Executive.

The Board of your Company as on March 31, 2011 has 2 Executive Director and 2 Non-ExecutiveDirectors. The number of independent Directors is 2.

The details of composition of the Board, category, attendance of Directors at Board Meetings and lastAnnual General Meeting, number of other Directorships and other Committee Memberships are givenbelow:

@Resigned from the Board w.e.f. 01/10/2010#Appointed on the Board w.e.f. 01/10/2010

• MD stands for Managing Director.• NED stands for Non Executive Director AND IND for Independent Director.• During the financial year ended March 31, 2011, Board meetings were held on 04.04.2010,

24.04.2010, 30.04.2010, 31.05.2010, 15.06.2010, 31.07.2010, 03.08.2010, 16.08.2010,17.08.2010, 27.08.2010, 14.09.2010, 01.10.2010, 06.10.2010, 30.10.2010, 01.11.2010,17.12.2010, 20.12.2010, 31.01.2011, 16.02.2011, 15.03.2011, 28.03.2011, 31.03.2011.

3] COMMITTEES OF DIRECTORS

Non Executive Directors provide guidance to operating management on policy matters as well asin monitoring the actions of operating management. This involvement provides regular exchangeof information and ideas between the non-executive Directors and the operating management.

To conform to the requirement of clause 49 of the Listing Agreement with the Stock Exchangeand Companies Act, 1956, the Board has constituted the required Committees.

3.1] AUDIT COMMITTEE

The Company has a qualified and independent Audit Committee comprising of 2 Non ExecutiveDirector. The broad terms of reference of the Audit Committee are in consonance with the provisionsof Clause 49 of the Listing Agreement.

The Committee held meetings during the year on 30.04.2010, 31.07.2010, 30.10.2010 and31.01..2011

The names of Members of the present Committee and their attendance are as follows:

Name of the Members Status No. of MeetingsAttended

Mr. Hemang Sampat Chairman 4@Mr. Narendra Sampat Member 2Mr. Rajesh Mehta Member 4#Mr. Mahesh Jethva Member 2

@Resigned from the Committee w.e.f. 01/10/2010#Appointed on the Committee w.e.f. 01/10/2010

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Terms of reference:All the members of Audit Committee are financial literate and have accounting and financialmanagement knowledge.

The Committee invites Senior Management personnel and statutory auditors to attend these meetings.

The functions of the Audit Committee include the following:

1. Oversight of the company’s financial reporting process and the disclosure of its financial informationto ensure that the financial statement is correct, sufficient and credible.

2. Oversight of the company’s financial reporting process and the disclosure of its financial informationto ensure that the financial statement is correct, sufficient and credible.

3. Recommending to the Board, the appointment, re-appointment and, if required, the replacementor removal of the statutory auditor and the fixation of audit fees.

4. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

5. Reviewing, with the management, the annual financial statements before submission to the boardfor approval, with particular reference to:a. Matters required to be included in the Director’s Responsibility Statement to be included in

the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956b. Changes, if any, in accounting policies and practices and reasons for the samec. Major accounting entries involving estimates based on the exercise of judgment by managementd. Significant adjustments made in the financial statements arising out of audit findingse. Compliance with listing and other legal requirements relating to financial statementsf. Disclosure of any related party transactionsg. Qualifications in the draft audit report.

6. Reviewing, with the management, the quarterly financial statements before submission to theboard for approval.

7. Reviewing, with the management, performance of statutory and internal auditors, adequacy of theinternal control systems.

8. Reviewing the adequacy of internal audit function, if any, including the structure of the internalaudit department, staffing and seniority of the official heading the department, reporting structurecoverage and frequency of internal audit.

9. Discussion with internal auditors any significant findings and follow up there on.

10. Reviewing the findings of any internal investigations by the internal auditors into matters wherethere is suspected fraud or irregularity or a failure of internal control systems of a material natureand reporting the matter to the board.

11. Discussion with statutory auditors before the audit commences, about the nature and scope ofaudit as well as post-audit discussion to ascertain any area of concern.

12. To look into the reasons for substantial defaults in the payment to the depositors, debentureholders, shareholders (in case of non payment of declared dividends) and creditors.

13. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

14. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee has reviewed the following information:

1. Management Discussion & Analysis of financial condition and results of operations.

2. Statement of significant related party transactions (as defined by the audit committee), submittedby management.

3. Internal Audit Reports relating to internal control weaknesses

3.2] REMUNERATIONAlthough Remuneration Committee has been constituted by the Company, all matters relating to

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review and approval compensation payable to the Executive and Non Executive Directors areconsidered by the Board within the overall limits approved by the Members.

The Managing Director is entitled to Salary, perquisites and allowances. Salary is paid within therange as approved by the Shareholders. The Committee approves all the revisions in salary,allowances and perquisites subject to the overall ceiling prescribed by Section 198, 309 andSchedule XIII of the Companies Act, 1956

Given below are the details of remuneration paid to Directors during the financial year 2010-11:

Director Sitting Fees Salary & PerquisitesRs. allowances Rs. Rs.

Shri Rajesh Mehta - 28,49,747 -Smt. Bhavna Mehta - 27,04,697 -@Shri Narendra Sampat 100,000 - -Shri Hemang Sampat 260000#Shri Mahesh Jethva

@Resigned from the Board w.e.f. 01/10/2010#Appointed on the Board w.e.f. 01/10/2010

3.3] SHAREHOLDERS’ GRIEVANCE COMMITTEEThe Company has constituted a Shareholders’ Committee to specifically look into Investors’complaints, if any, and to redress the same expeditiously. The Committee redresses complaints ofinvestors like transfer of shares, non-receipt of Balance Sheet and non-receipt of declared Dividendetc. The Shareholder’s Grievance Committee met 1 [Once] during the year ended March 31, 2011.

The composition of the Shareholder’s Grievances Committee and details of the meetings attendedby the Directors are given below:

Name of Members Category No. Of Meetingsattendedduring the year

2010-2011

Shri Hemang Sampat Chairman 1@Shri Narendra Sampat Member 1Shri Rajesh Mehta Member 1#Mr. Mahesh Jethva Member Nil

@Resigned from the Committee w.e.f. 01/10/2010#Appointed on the Committee w.e.f. 01/10/2010Mr. Krishnat Desai is the Compliance Officer of the Company.

4] DETAILS OF INVESTORS COMPLAINTS RECEIVED DURING THE YEAR

Sr.No Nature of Complaints Received Disposed Pending

1. Non-receipt of Dividend Warrants. Nil Nil Nil

2. Non-receipt of Share Certificate Nil Nil Nil

after Transfer

3. Non-receipts of annual Report Nil Nil Nil

TOTAL

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5] GENERAL BODY MEETINGS

a) The last three Annual General Meetings were held as under:

Financial Year Date Time Venue

31.03.2010 25.09.2010 11.30 A.M Kamla Vihar Sports Complex,Mahavir Nagar, Kandivali (W),Mumbai - 400 067

31.03.2009 26.09.2009 11.30 A.M Kamla Vihar Sports Complex,Mahavir Nagar, Kandivali (W),Mumbai - 400 067

31.03.2008 27.09.2008 11.30 A.M. Registered Office

All the matters as set out in the respective notices were passed by the Shareholders.a) No special resolutions were passed in the last three Annual General meetings.

b) The following special resolutions were passed through requisite majority during the year by wayof postal ballot notice dated December 21, 2010 and the results were declared on January 31,2011

Under Sections Particulars of Special Resolutions Passed

17 Change of Main Objects21 Change of Name of the Company

EXTRA ORDINARY GENERAL MEETINGNo Extra Ordinary General Meetings were held during the last financial year.

6] DISCLOSURESDuring the year, the Company did not enter into any materially significant related party transactionswith its Promoters, Directors or the Management, their Subsidiaries or relatives etc., which may havea potential conflict with the interest of the Company at large.

Transaction with related parties as per the requirements of Accounting Standards 18 are disclosedin the Schedule to the balance sheet.

The company has complied with the requirements of the Stock Exchange, SEBI, and other StatutoryAuthorities on all matters relating to Capital Markets during the last three years. The Company haspaid its listing fees for the 2010-11.

The Company has a Whistle Blower Policy. During the year, no unethical behavior has been reported.Further the Company has not denied any personnel access to the Audit Committee and it will provideprotection to whistle blower, if any, from adverse personnel action.

7] CODE OF CONDUCT, CORPORATE ETHICS AND SOCIAL RESPONSIBILITY,

• Code Of Business Conduct And EthicsKarma Industries Limited believes that Good Corporate Governance is the key to the Conduct ofCompany’s Business in a transparent, reliable and vibrant manner. It is of paramount importancefor any Company to create an atmosphere of faith, integrity, accountability, responsibility andfinancial stability by adhering to commitment, ethical business conduct, a high degree oftransparency thereby unlocking the individual intellectual capabilities and enabling its Board ofDirectors to conduct its duties under a moral authority, which ultimately leads to enhance legitimateneeds and value of the stake holders.

• Code of Conduct for Prevention of Insider TradingThe Company has a comprehensive code of conduct for its management, staff and directors forprevention of insider trading. The code lays down the guidelines and procedures to be followedand disclosures to be made while dealing with the shares of the Company and cautioning them onthe consequences of non – compliances. The pieces of the price sensitive information are

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disseminated to the stock exchanges timely, adequately and promptly on continuous basis forprevention of insider trading. The Company has a compliance officer and is responsible for adherenceto Code for prevention of insider trading.

• Social ResponsibilityKarma Industries Limited has also contributed to society especially the needy persons in ourspecial ways . The Company has adopted safety, health, and environment (SHE) policy with acommitment to provide a safe and healthy working environment, preservation of the environmentof the territory in which the organization operates, preventing the wasteful use of natural resourcesand minimize any hazardous impact of development, production, use and disposal of any of theorganization products and services on ecological environment, maintained highest standard ofenvironmental management and ensure for all its members, consultants , contractors and customersa safe and healthy environment, free from injury and disease.

8] MEANS OF COMMUNICATIONQuarterly results are published in prominent daily newspapers viz., Free Press & Nav Shakti/Economics Times/Maharashtra Times

All items required to be covered in the Management Discussion and Analysis have been includedin the Management Discussion and Analysis as attached to this Report.

The Company has its own website and all the vital information relating to the Company and itsproducts are displayed on the web site. Address of the website is www.karmaindustriesltd.com

The Company has published all its financial results on the website.

9] GENERAL SHAREHOLDERS INFORMATION

ANNUAL GENERAL MEETING : 34th Annual General MeetingDAY & DATE : Friday,30th September, 2011TIME : 11.00 A.M.VENUE : H – 131, Raj Arcade, Mahavir Nagar, Kandivali West,

Mumbai –400067.

10] FINANCIAL CALENDARReporting for Un-audited Financial Results for the quarter ending are as under: (Tentative andsubject to change)June 30, 2011 : By 14th August, 2011September 30, 2011 : By 14th November, 2011December 31, 2011 : By 14th February, 2012March 31, 2012 : By 15th May, 2012Annual General Meeting for the year 2011-12: By 30th September, 2012

11]DATE OF BOOK CLOSURE:23rd September, 2011 to 30th September, 2011 [Both days inclusive]Dividend payment date – not applicable

12]SHARE TRANSFER SYSTEMThe turn around time for completion of transfer of shares in physical mode is generally 15 days,if the documents are clear in all respects. The Board has delegated the responsibility of ShareTransfers to Share Transfer Committee & Registrar & transfer agent under Demat modes aretransferred by the Registrar for this purpose within 15 days.

13]TRANSFER UNDER PHYSICAL AND DEMAT MODEM/S. SYSTEM SUPPORT SERVICES,[Unit: Karma Industries Limited]209, Shivai Industrial Estate, 89, Andheri Kurla Road, Sakinaka, Andheri [East],Mumbai – 400 072 Telephone No. 022-28500835

14]COMPLIANCE OFFICERMr. Krishnat DesaiH -Wing, Office No. 131, Raj Arcade, Mahavir Nagar, Kandivali West, Mumbai –400067.E-mail: [email protected] Telephone No.022-42687020

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15] ADDRESS FOR CORRESPONDENCEKARMA INDUSTRIES LIMITEDH Wing, Office No. 131, Raj Arcade, Mahavir Nagar, Kandivali West, Mumbai –400067.E-mail: [email protected] No. 022-42687000

16]LISTING

The Bombay Stock Exchange.The Ahmedabad Stock ExchangeThe Hyderabad Stock Exchange

17] STOCK CODE OF THE COMPANY

The Bombay Stock Exchange Ltd.Script Name: KARMA INDUSTRIES LIMITEDScript Code : 512585Electronic Mode: INE416F01019.

18]DEPOSITORY CONNECTIVITY:NSDL & CDSL.

19]ISIN NO. FOR THE COMPANY’S SECURITY:

INE416F01019.

20]DEMATERIALISATION OF SHARES

As on March 31, 2011, 1,48,58,852 Shares representing 45.03% of CDSL and 1,74,10,638 Sharesrepresenting 52.76% of NSDL. Members can hold shares in electronic forms and trade the same inDepository System. However, they may hold the same in physical form also.

21]STOCK PRICE DATA:

The monthly high and low quotations of shares traded on the Bombay Stock Exchange Limited isas follows:Company’s ShareMonth High (Rs.) Low (Rs.)

April 2010 36.85 22.45May 2010 29.75 22.35June 2010 55.05 28.55July 2010 64.40 38.55August 2010 41.80 37.00September 2010 52.15 37.45October 2010 66.35 39.65November 2010 77.70 55.75December 2010 72.00 58.60January 2011 74.95 63.05February 2011 81.90 64.05March, 2011 174.90 78.00

22] SHAREHOLDING PATTERN AS ON MARCH 31, 2011:

Category No. of sharesheld % of shareholding

Promoters 48,37,500 14.66Private Bodies Corporate 1,11,01,632 33.64Banking / Financial Inst. 500 0.50Indian Public 1,70,59,348 51.70NRI / OCBs 1,020 0.00

Total 3,30,00,000 100.00

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23] DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2011 :

No. of Equity No. of Share No. of Shares % of EquityShares held Holders held Capital

Upto 500 4699 716359 2.171500 - 1000 144 121894 0.3691001 - 2000 62 96593 0.2932001 - 3000 21 56381 0.1713001 - 4000 9 32707 0.0994001 - 5000 13 63500 0.1925001 - 10000 24 189699 0.57510001 & Above 133 31722867 95.964

Total 5105 330,00,000 100.00

24] COMPLIANCEA certificate has been obtained from the Statutory Auditors of the Company regarding compliance ofconditions of Corporate Governance and is attached to this report.

For and behalf of the Board of DirectorsFor Karma Industries Limited

Sd/-Rajesh Mehta

Managing Director

Registered OfficeKARMA INDUSTRIES LIMITEDH Wing, Office No. 131,Raj Arcade, Mahavir Nagar,Kandivali West,Mumbai – 400067

Place : MumbaiDate: 25th July, 2011

NOTE: Non-mandatory requirements not implemented.

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MANAGING DIRECTOR CERTIFICATION

We hereby certify that, to the best of our knowledge and belief.

a) We have reviewed the financial statements and cash flow statement for the year and that to the

best of our knowledge and belief :

i. These statements do not contain any materially untrue statement or omit any material fact

nor do they contain statements that might be misleading.

ii. These statements together present a true and fair view of the company’s affairs and are in

compliance with the existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the company

during the year that are fraudulent, illegal or violative of the Company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting

and have evaluated the effectiveness of internal control systems of the company pertaining to

financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in

the design or operation of such internal controls, if any of which we are aware and the steps we

have taken or proposed to take to rectify these deficiencies.

d) We have indicated to the Auditors and the Audit Committee that :

i. there are no significant changes in internal control over financial reporting during the year

ii. there are no significant changes in accounting policies during the year; and

iii. there are no instances of significant fraud, of which we have become aware and the involvement

therein, of the management or an employee having a significant role in the Company’s Internal

Control Systems over financial reporting.

For Karma Industries Limited

Place : Mumbai, Sd/-

Date : 25th July, 2011 Rajesh Mehta

Managing Director

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DECLARATION ON CODE OF CONDUCT

To

The Members of

KARMA IINDUSTRIES LIMITED, Mumbai

I, Rajesh Mehta, Managing Director of Karma Industries Limited declare that to the best of my knowledge

and belief, all the members of the Board of Directors and the designated personnel in the senior

management of the Company have affirmed compliance with the Code of Conduct for the financial

year ended 31st March 2011.

For Karma Industries Limited

Place : Mumbai, Sd/-

Date : 25th July, 2011 Rajesh Mehta

Managing Director

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COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The Members ofKARMA INDUSTRIES LIMITED

We have examined the compliance of the condition of Corporate Governance by Karma IndustriesLimited, for the year ended March 31, 2011 as stipulated in Clause 49 of Listing Agreement of theCompany with the Stock Exchanges in India.

The compliance of conditions of Corporate Governance is responsibility of the management. Ourexamination was limited to procedures and implementation thereof, adopted by the Company forensuring the compliance of the condition of Corporate Governance. It is neither an audit nor anexpression of opinion on the financial statement of the Company.

In our opinion and to the based of our information and according to the explanation given to us, wecertify that the Company has complied with the conditions of Corporate Governance as stipulated inthe Listing Agreement. We state that no investors grievances are pending for the period exceedingone month against the Company as per the records maintained by the Shareholder / Investor GrievancesCommittee. We further state that such compliance is neither an assurance as to the future liability ofthe Company nor the efficiency or effectiveness with which the management has conducted the affairsof the Company.

For AMD & Co.,Chartered AccountantsFirm Registration No.: 130247W

Sd/-

Arvind M DarjiProprietorMembership No.: 41748

Place: MumbaiDate: 25th July, 2011

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AUDITORS’ REPORT

Auditors’ Report to the Board of Directors of KARMA INDUSTRIES LIMITED (Formerly known as“Karma Ispat Limited”) on the Consolidated Financial Statements of Karma Industries Limitedand its Subsidiaries

We have examined the attached Consolidated Balance Sheet of KARMA INDUSTRIES LIMITED and itssubsidiaries (hereinafter referred to as Karma Group), as at 31st March 2011, and also theConsolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended onthat date annexed thereto.

These financial statements are the responsibility of the Company’s management. Our responsibility is toexpress an opinion on these financial statements based on our audit. We have conducted our audit inaccordance with the auditing standards generally accepted in India. Those Standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that consolidated financial statements have been prepared by the Company in accordance withthe requirements of the Accounting Standard 21 – Consolidated Financial Statements, issued by TheInstitute of Chartered Accountants of India and on the basis of separate audited financial statements ofKarma Ispat Limited and its subsidiaries included in the consolidated financial statements.

Based on our audit and to the best of our information and according to the explanations given to us, weare of the opinion that the attached consolidated financial statements give a true a true and fair view inconformity with the accounting principles generally accepted in India:

(a) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at 31st March,2011;

(b) in the case of the consolidated Profit and Loss Account, of the profit of the Group for the year ended

on that date; and

(c) in the case of the consolidated Cash Flow Statement, of the Cash Flows of the Group for the yearended on that date.

For AMD & Co.,Chartered AccountantsFirm Registration No.: 130247W

Sd/-

Arvind M DarjiProprietorMembership No.: 41748

Place: MumbaiDate: 25th July, 2011

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011

Schedules As at As at31st March,2011 31st March,2010

(in Rs.) (in Rs.)I. Sources of Funds 1. Shareholders Funds Share Capital 1 330,000,000 330,000,000 Reserves and Surplus 2 250,375,550 258,862,7912. Loan Funds

Secured Loan 3 69,429,572 21,716,393 Unsecured Loans 4 304,220,904 52,412,5213. Deffered Tax-Net 754,177 851,903

Minority Interest 20,222,618 20,881,147

TOTAL 975,002,821 684,724,755

II. Application Of Funds

1. Fixed Assets Gross Block 5 142,355,261 122,976,474 Less:Depreciation 63,980,367 61,112,586 Net Block 78,374,894 61,863,888 Capital Work In Progress 288,129,761 -

366,504,655 61,863,888

2. Investments 6 45,406,600 85,045,110

3. Current Assets, Loans and Advances Inventories 7 54,441,320 38,182,483 Sundry Debtors 8 1,014,578,518 759,552,045 Cash and Bank Balance 9 110,572,080 56,890,869 Loans and Advances 10 73,918,572 138,698,463

1,253,510,490 993,323,860

4. Current Liabilities and Provisions Less: Current Liabilities 11 658,539,453 447,582,410

Provisions 12 32,664,266 9,651,000 691,203,719 457,233,410

Net Current Assets 562,306,771 536,090,450

5. Miscelleneous Expenditure (To the extent not written off) - -Share Issue Expenses 420,191 1,651,614Expenditure Prior to commencement 364,604 73,693

TOTAL 975,002,821 684,724,755

Significant Accounting Policies & 16Notes to the AccountsAs per Our Report of even date attached

For AMD & Co For And On Behalf Of The Board Of DirectorsChartered AccountantsFirm Registration No.: 130247W

Sd/-Sd/- Rajesh Mehta

Managing DirectorArvind M DarjiPartner Sd/-Membership No.: 41748 Hemang Sampat

Director

Place :Mumbai Place : MumbaiDate : 25.07.2011 Date : 25.07.2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011

Particulars Schedule 2010-11 2009-10 (in Rs.) (in Rs.) Income Sales 6,587,997,822 4,284,089,632 Other Income 13 3,046,816 5,052,964 6,591,044,638 4,289,142,596 Expenditure Material Cost 14 6,489,721,536 4,229,657,480 Administrative and Other Expenses 15 20,911,702 38,928,736 Interest & Financial Charges 45,393,151 3,519,189 Preliminary Expenses written off 420,191 571,279

Depreciation 2,867,781 4,007,664 6,559,314,361 4,276,684,348 Profit Before Tax 31,730,277 12,458,248 Less: Provision for Taxation 11,600,000 2,936,000 20,130,277 9,522,248 Less: Deffered Tax Liability - 71,344 Add : Deferred Tax liabilities/(reversal) (133,919) 507,427 Profit after Tax 20,264,196 9,958,331 ADD: Excess Provision for FBT 6,198 - 20,270,394 9,958,331 Less: Minority Interest 11,519 708 Balance in P & L Account B/F 10,454,170 496,547 Amount Available for Appropriation 30,713,045 10,454,170 Appropriations Proposed Dividend 9,900,000 - Income Tax on Proposed Dividend 1,644,266 - Balance carried to Balance Sheet 19,168,779 10,454,170 Earning Per Share

(Face Value Rs. 10 each) Basic/ Diluted 0.61 0.30

Significant Accounting Policies & 16Notes to the AccountsAs per Our Report of even date attached

For AMD & Co For And On Behalf Of The Board Of DirectorsChartered AccountantsFirm Registration No.: 130247W

Sd/-Sd/- Rajesh Mehta

Managing DirectorArvind M DarjiPartner Sd/-Membership No.: 41748 Hemang Sampat

Director

Place :Mumbai Place : MumbaiDate : 25.07.2011 Date : 25.07.2011

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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2011

Particulars Year Ended Year Ended31st March 2011 31st March 2010

(in Rs.) (in Rs.)

A)CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Taxes 31,730,277 12,458,248 Adjustments Depreciation 3,806,832 4,007,664 Deffered Tax (133,919) (436,083) Share Trading Profit - (3,545,110) Interest Income 1,931,123 (1,185,336) Expenditure prior to commencement of business 940,512 (464,734)

and Share Issue Expenses Operating Profit before Working Capital Changes 38,274,825 10,834,649 Less: Taxes paid 4,041,087 3,572,290 Net Operating Profit before Working Capital Changes 34,233,738 7,262,359 Adjustments (Increase) / Decrease in Inventory (16,258,837) (28,504,400) (Increase) / Decrease in Trade & Other receivable (255,026,473) (207,950,332) (Increase) / Decrease in Loan & Advances 64,779,891 (82,723,721) Increase / (Decrease) in Sundry Creditors 210,957,043 307,515,075 Net Cash generated from operations 38,685,362 (4,401,019) B)CASH FLOW FROM INVESTING ACTIVITIES (Purchase) / Sale of Fixed Assets and Capital WIP (308,471,911) (41,874,240) (Purchase) / Sale of Investments 39,638,510 (37,785,110) Share Trading Profit - 3,545,110 Minority Interest contribution (644,564) 20,881,147 Net Cash generated from investing activities (269,477,965) (55,233,093) C)CASH FLOW FROM FINANCING ACTIVITIES Increase/(Decrease) of borrowing 47,713,179 17,123,652 Increase/(Decrease) Long Term borrowing 251,808,383 27,241,578 Securities Premium (15,047,748) 48,639,562 Interest income - 1,185,336 Net Cash from financing activities 284,473,814 94,190,128

NET CHANGE IN CASH AND CASH EQUIVALENT (A+B+C) 53,681,211 34,556,016 CASH AND CASH EQUIVALENT AS AT 01.04.2010/1.04.2009 56,890,869 22,334,853 CASH AND CASH EQUIVALENT AS AT 31.03.2011/31.03.2010 110,572,080 56,890,869

For AMD & Co For And On Behalf Of The Board Of DirectorsChartered AccountantsFirm Registration No.: 130247W

Sd/-Sd/- Rajesh Mehta

Managing DirectorArvind M DarjiPartner Sd/-Membership No.: 41748 Hemang Sampat

Director

Place :Mumbai Place : MumbaiDate : 25.07.2011 Date : 25.07.2011

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SCHEDULES ANNEXED TO AND FORMING PART OF CONSOLIDATEDBALANCE SHEET AS AT 31ST MARCH,2011

As at As at

31st March,2011 31st March,2010 (in Rs.) (in Rs.) SCHEDULE 1-SHARE CAPITAL Authorised 332,50,000 Equity Shares of Rs. 10/- each 332,500,000 332,500,000 Issued, Subscried and Paid-up: 330,00,000 Equity Shares of Rs. 10/- each 330,000,000 330,000,000 330,000,000 330,000,000 SCHEDULE 2-RESERVES AND SURPLUS Share Premium Account 195,500,000 244,139,562Add On Consolidation 33,591,814 - 229,091,814 244,139,562General Reserve 4,067,445 4,067,445Investment Allowance Reserve Utilised 201,614 201,614Balance in Profit and Loss A/c 19,168,779 10,454,170Add On Consolidation (2,154,102) - 250,375,550 258,862,791 SCHEDULE 3-SECURED LOAN Car Loan 929,192 1,322,862(secured against motor car) Bank OD 68,500,380 20,393,531(Secured against hypothecation of stock & receivables) 69,429,572 21,716,393 SCHEDULE - 4-UNSECURED LOANS Intercorporate Loan 94,175,000 52,055,684Loan from others 289,930 356,837Deffered Liabilities for Capital Goods 209,755,974 - 304,220,904 52,412,521

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SCHEDULES ANNEXED TO AND FORMING PART OF CONSOLIDATEDBALANCE SHEET AS AT 31ST MARCH,2011

SCHEDULE 5 - FIXED ASSETS

SCHEDULE 6 - INVESTMENT

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Particulars As at As atSCHEDULE 7-INVENTORIES 31.03.2011 31.03.2010

(in Rs.) (in Rs.)

Finished Goods (At lower of cost and net realisable) 38,923,604 38,182,483Stock In Transit 15,517,716 -

54,441,320 38,182,483

SCHEDULE 8-SUNDRY DEBTORS

SUNDRY DEBTORS(Unsecured considered good)Debts Outstanding For a Period Exceeding Six Months 105,050,152 175,349,450Other Debts 909,528,366 584,202,595

1,014,578,518 759,552,045

SCHEDULE 9-CASH AND BANK BALANCES

Cash In Hand 1,638,489 690,592Balance with Schedule Bank in Current Account 63,709,874 22,719,316Fixed Deposits 45,223,717 33,480,961

110,572,080 56,890,869

SCHEDULE 10-DEPOSITS, LOANS AND ADVANCES

DEPOSITS, LOANS AND ADVANCES(Unsecured Considered Good ) Advance Tax 13,803,557 11,261,164Advance for office building 4,500,000 8,500,000Advance for Capital Expenditure - 295,770Loans and advances 7,685,945 2,486,950Deposits 6,863,913 67,429,888Advance to Supplier 40,300,000 6,374,964Prepaid Expenses 439,297 349,249Accrued Int on FD - 497,372TDS on Interest 11,095 63,106Amount to be receivable in cash or 314,765 41,440,000kind or for value to be received

73,918,572 138,698,463

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Particulars As at As at31.03.2011 31.03.2010

(in Rs.) (in Rs.)

SCHEDULE 11-CURRENT LIABILITIES

Sundry Creditors 498,740,762 316,981,106Capital Goods 9,342,965 470,378Expenditure - 178,767Creditors for Expenses 743,684 597,642Creditors for Goods Purchase on LC 136,899,437 -TDS Payable 268,911 -Duties & Taxes 407,631 22,863Salary Payable 63,278 -Advance from Customers 12,072,785 129,331,654

658,539,453 447,582,410 SCHEDULE 12-PROVISIONS

Provision for Income Tax 21,120,000 9,546,000Provision for Fringe Benefit Tax - 105,000Proposed Dividend 9,900,000 -Income Tax on Proposed Dividend 1,644,266 -

32,664,266 9,651,000

SCHEDULE 13-OTHER INCOME

Miscellaneous Income 1,115,693 -Interest Income 1,931,123 1,185,336Bank Interest - 92,193Discount Received - 36,325Office Rent Received - 194,000Share Trading Profit - 3,545,110

3,046,816 5,052,964

SCHEDULE 14-MATERIAL COST

Opening Stock 38,182,483 9,678,083Add : Purchases 6,505,971,904 4,209,580,630Carriage Inward - 23,360,618Freight Charges 8,469 -Loading & Unloading Charges - 25,220,632 6,544,162,856 4,267,839,963Less: Closing Stock 38,923,604 38,182,483Less: Stock in Transit 15,517,716 -

6,489,721,536 4,229,657,480

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Particulars As at As at31.03.2011 31.03.2010

(in Rs.) (in Rs.)

SCHEDULE 15

ADMINISTRATION & OTHER EXPENSES

Salaries, Bonus 5,226,915 5,121,255Directors Remuneration 5,554,444 5,711,786Bank Charges - 2,292,511Profession Tax 137,238 -Diwali Expenses 532,009 -Sitting Fees 360,000 316,000Meeting Expenses 11,000 5,714Staff Welfare Expenses 296,843 171,285Sales Tax - 802,555Seminar Expenses - 5,400Business & Promotion Expenses 98,583 24,128Brokerage & Commission 861,631 650,068Computer Expenses 351,051 129,395Office expense 213,586 117,465Office Rent 120,000 120,000Postage, Courier and Telephone Expenses 671,617 779,962Printing and stationery 355,126 340,130Discount Allowed 47,227 102,153Donations 316,520 1,530,201Electricity Charges 527,551 431,005Entertainment 10,299 -Advertisment Expenses 2,917,612 16,040,247Subscription & Membership Fees 34,950 4,990Pest control expense - 17,300Warehousing Charges - 1,886,283Miscellaneous Expenses - 24,943Newspaper & Magzine Subscription 3,642 -Insurance Expenses 101,277 31,150Web Designing Expenses - 81,180Travelling and conveyance Expenses 294,887 185,835Vehicle Expense 479,925 391,907Logo Expense 200,000 -Property Tax 23,624 -Repairs & Maintainence Charges 277,493 95,779Legal fees 542,855 940,784Listing Fees 52,117 191,275Income Tax 5,930 -Payment to Auditors 275,750 386,050

20,911,702 38,928,736

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Statement pursuant to section 212 of the Companies Act 1956Relating to subsidiary companies for the financial year

Financial period ended

Holding company’s interest as at 31st March 2010

Shares held by the holding company in the subsidiary

Net aggregate profits / losses of the subsidiary for the currentperiod so far as it concerns the members of the holding company

a) Dealt with or provided for in the accounts of the holding company

b) Not dealt with or provided for in the accounts of the holdingcompany

Net aggregate profits / losses for previous financial years of thesubsidiary so far as it concerns the members of the holdingcompany

a) Dealt with or provided for in the accounts of the holding company

b) Not dealt with or provided for in the accounts of the holding company

March 31, 2011

60%

1,000,000

(1,300,823)

-

(1,300,823)

(115,240)

-

(115,240)

March 31, 2011

100%

50,000

-

-

-

-

-

-

1

2

3

4

5

Name of SubsidiarySr. Karma Commo-dities ltd

KIL Infrast-ructure Ltd

For AMD & Co.,Chartered AccountantsFirm Registration No.: 130247W

Sd/-

Arvind M DarjiProprietorMembership No.: 41748

Place: MumbaiDate: 25th July, 2011

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SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH31, 2011 (continued)

SCHEDULE: 16 SIGNIFICANT ACCOUNTING POLICIES

1. The consolidated financial statement (CFS) pertains to Karma Industries Limited (formerly known asKarma Ispat Limited) and its three subsidiaries. In the CFS, the term “Parent” refers to KarmaIndustries Limited and “Group” refers to the Parent along with its subsidiaries.

2. The CFS envisages combining of financial statements of Karma Industries limited and its followingsubsidiaries.

Sr. No. Name of Subsidiary Company % voting power held byParent as on March 31st, 2011

1. Karma Commodities Limited 95.232. KIL Infrastructures Limited 100

3. During the year Parent company has sold its stake of its subsidiary company named as ‘Karma StockTrade Limited’ to the tune of 16% to other parties and hence the reporting requirement for the saidcompany is done in accordance with the Accounting Standard 23 ‘Accounting for Investments inAssociates in Consolidated Financial Statements’

4. SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

16.3 SIGNIFICANT ACCOUNTING POLICIES

16.3.1 Basis for Preparation of Financial StatementsThe financial statements of the Parent and its Subsidiaries have been prepared under the historical costconvention on an accrual basis in accordance with the Generally Accepted Accounting Principles in India(“GAAP”). GAAP comprises accounting standards as specified in Rule 3 of the Companies (AccountingStandards) Rules 2006, and the relevant provisions of the Companies Act, 1956 to the extent applicable.

16.3.2 Use of EstimatesThe preparation of financial statements in conformity with the generally accepted accounting principlesrequires management to make estimates and assumptions to be made that affect the reported amount ofassets and liabilities on the date of financial statements and the reported amount of revenues and expensesduring the reporting period. The difference between the actual results and estimates are recognized in theperiod in which results are known / materialized.

16.3.3 Principles of Consolidationi) The financial statements of the parent and its subsidiaries have been consolidated on a line-by-line

basis by adding together the book value of like item of assets, liabilities, income and expenses, aftereliminating intra group balance and unrealized profit/ losses on intra group transaction, and arepresented to the extent possible, in the same manner as the Parent’s independent financial statements.

ii) The excess / deficit of cost to the Parent of its investment over its portion of equity in the Subsidiaryat the respective dates on which the investment in such Subsidiary was made is recognized in CFS asgoodwill / capital reserve.

iii) Minority interest in the net assets of consolidated subsidiaries consists of the amount of equityattributable to the minority shareholders at the date on which investment are made by the companyin the subsidiary companies and further movement in their share in the equity, subsequent to thedate of investment.

16.3.4 Revenue RecognitionRevenue is recognized when it is earned and no significant uncertainty exists as to its ultimate collection.Interest income is recognized on a time proportion basis. Dividend is recognized when right to receive isestablished.

16.3.5 Fixed Assets and DepreciationFixed Assets are stated at cost, after reducing accumulated depreciation and impairment upto the date ofBalance Sheet. Direct costs are capitalized until the assets are ready for use and include financing costs

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relating to any borrowing attributable to acquisition or construction of those fixed assets which necessarilytake substantial period of time to get ready for its intended use. Intangible assets are recorded at theconsideration paid for acquisition of such assets. Depreciation on fixed assets is provided at the rates andin the manner specified in Schedule XIV of the Companies Act, 1956, on WDV Method by its subsidiariesand on SLM Method by the Holding Company.

16.3.6 Taxes on IncomeTax on income for the current period is determined on the basis of estimated taxable income and taxcredits computed in accordance with the provisions of the Income Tax Act, 1961 and based on the expectedoutcome of assessments / appeals.

Deferred tax is recognized on timing differences between the accounting income and the estimated taxableincome for the year and quantified using the tax rates and laws enacted or substantially enacted as on thebalance sheet date. Deferred tax assets/Liabilities, other than brought forward business loss and unabsorbeddepreciation are recognized and carried forward to the extent there is reasonable certainty that sufficientfuture taxable income will be available against which deferred tax assets/Liabilities can be adjusted.

16.3.7 Provisions, Contingent Liabilities and Contingent AssetsThe company recognizes a provision when there is a present obligation as a result of a past event thatprobably requires an outflow of resources and a reliable estimate can be made of the amount of theobligation. A disclosure for a contingent liability is made when there is a present obligation that cannotbe estimated reliably or a possible or present obligation that may, but probably will not, require anoutflow of resources. When there is a possible obligation or a present obligation that the likelihood ofoutflow of resources is remote, no provision or disclosure is made. Provisions are made for all knownlosses and liabilities and future unforeseeable factors that may affect the profit of the entity. Accountingfor contingencies (gains and losses) arising out of contractual obligation, are accounted on the basis ofmutual acceptances. Contingent Assets are neither recognized nor disclosed. Provisions, ContingentLiabilities and Contingent Assets are reviewed at each Balance Sheet date.

16.3.8 Events Occurring After the Balance Sheet DateWhere material, events occurring after the date of the Balance Sheet are considered upto the date ofapproval of accounts by the Board of Directors

16.3.9 Impairment of AssetsManagement periodically assesses using, external and internal sources, whether there is an indicationthat an asset may be impaired. An impairment loss is recognized wherever the carrying value of an assetexceeds its recoverable amount. The recoverable amount is higher of the asset’s net selling price andvalue in use i.e. the present value of estimated future cash flows expected to arise from the continuinguse of the asset and its eventual disposal. An impairment loss for an asset is reversed if there has been achange in the estimates used to determine the recoverable amount since the last impairment loss wasrecognised. The carrying amount of an asset is increased to its revised recoverable amount, provided thatthis amount does not exceed the carrying amount that would have been determined (net of any accumulatedamortization or depreciation) had no impairment loss been recognised for the asset in prior years.

16.3.10 Earnings per shareIn determining earnings per share, the company considers the net profit after tax. The number of sharesused in computing basic earnings per share is the weighted average number of shares outstanding duringthe period. Diluted earnings per share are computed using the weighted average number of basic anddiluted common equivalent shares outstanding during the period except where the result would be anti-dilutive.

16.3.11 Cash Flow StatementCash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects oftransactions of a non cash nature and any deferrals or accruals of past or future cash receipts or payments.The cash flows from operating, financing and investing activities of the company are segregated.

16.3.12 InvestmentsInvestments that are readily realizable and intended to be held for not more than a year are classified ascurrent investments. All other investments are classified as long term investments.

Current investments are carried at lower of cost and fair value determined on an individual investmentbasis. Long term investments are carried at cost. However, provision for diminution is made to recognizea decline, other than temporary in nature, in the carrying amount of such long term investments.

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16.3.13 InventoriesInventories are valued at lower of cost and net realizable value.

16.3.14 Borrowing Costi) Borrowing costs on working capital is charged to profit and loss statement in the year of incurrence.ii) Borrowing costs that are attributable to the acquisition of tangible fixed assets are capitalized till the

date of substantial completion of the activities necessary to prepare the relevant asset for its intendeduse.

iii) Borrowing costs that are attributable to the acquisition or development of intangible assets arecapitalized till the date they are put to use.

16.3.15 Employees Benefiti) Bonus is paid to all employees on yearly basis. The liability on account of bonus is provided on actual

basisii) Incentives such as mediclaim and insurance are paid for permanent employees by the Company. The

liability on account of such incentives is provided on actual basis.iii) The rules of the company do not provide for encashment of unutilized leave.

16.4 NOTES TO FINANCIAL STATEMENTS

16.4.1 There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small and MediumEnterprises Development Act, 2006 to whom the Company owes dues on account of principal amounttogether with interest and accordingly no additional disclosures have been made. The above informationregarding Micro, Small and Medium Enterprises has been determined to the extent such parties have beenidentified on the basis of the information available with the company.

16.4.2 As per the best estimate of the management, no provision is required to be made as per AccountingStandard (AS -29) as notified by Companies (Accounting Standard) Rules, 2006 in respect of any presentobligation as a result of a past event that could lead to probable outflow of resources, which would berequired to settle the obligation.

16.4.3 Earnings per share (In Rs.)

Particulars Year ended Year ended31st March, 2011 31st March, 2010

a) Numerator Profit after tax and taxation 2,02,64,196 99,58,331 adjustments of earlier yearsb) DenominatorWeighted average 330,00,000 330,00,000 number of equity sharesc) Earnings per equity share (EPS) 0.61 0.30 (Basic and diluted) Numerator EPS = ……………… Denominatord) Nominal value of equity share 10 10

16.4.4 In the opinion of the Board, the provisions for known liabilities are adequate and current assets inthe ordinary course of business have a value at least equal to the amount at which they are stated.

16.4.5 The disclosure requirements in respect of Accounting Standard 18 on “Related Party Disclosures”are as under:

List of Related PartiesName of the related party Relationship

Karma Commodities Limited Wholly owned Subsidiary CompanyKarma Stock Trade Ltd Associate CompanyKil Infrastructure Ltd Wholly owned Subsidiary Company

Key Management Personnel Mr. Rajesh Mehta

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Individuals having control or significant influence over the Group:-1. Mr. Rajesh Mehta2. Mr. Abhishek Mehta

The details of related party transactions entered into by the company, for the year ended March31st, 2011 are as follows:

Particulars Year ended 31st March, 2011 Year ended 31st March, 2010

Capital transactions:-

Financial transactions

Loans

Karma Commodities Ltd 14,00,770 50,220

Karma Stock Trade Ltd 1,00,000 2,25,220

16.4.6 Reconciliation between basic and dilutive sharesThe reconciliation between basic and dilutive shares

Particulars Year ended Year ended31st March, 2011 31st March, 2010

Weighted average shares used in 330,00,000 330,00,000computing basic earnings per share

Dilutive effect of stocks Nil Nil

Weighted average shares used incomputing diluted earnings per share 330,00,000 330,00,000

16.4.7 In accordance with the Accounting Standard (AS-28) on “Impairment of Assets” the Managementduring the year carried out an exercise of identifying the assets that may have been impaired. On thebasis of this review carried out by the management, there was no impairment loss on fixed assets duringthe year ended March 31, 2011.

16.4.8 There were no contingent liabilities during the period under review which were not provided for.

16.4.9 Deferred Taxation

Particulars As at March 31, 2011 As at March 31, 2010

Opening Deferred Tax Liability 8,51,903 12,87,986

Less: Deferred Tax Liability (Reversal)Related to Fixed Assets 2,36,991 (2,65,731)

Add: Deferred Tax LiabilityUnabsorbed Depreciation - 71,344

Less: Deferred Tax AssetUnabsorbed Depreciation and Business Loss (3,34,717) (2,41,696)

Net Deferred Tax Liability / (Asset) 7,54,177 8,51,903

16.4.10 There are no amounts due and outstanding to be credited to Investor Education and ProtectionFund.

16.4.11 Sundry debtors, Loans and Advances and creditors balances are subject to confirmation,reconciliation and consequent adjustments, if any.

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16.4.12 Auditors Remuneration

Particulars 2010-11 2009-10

Audit Fees 1,93,025 1,93,025Tax Audit Fees 82,725 82,725

Total 2,75,750 2,75,750

16.4.13 Vehicle loan are secured by hypothecation of related Vehicle and Bank overdraft is securedagainst hypothecation of stock and receivables.

16.4.14 Previous year’s figures are regrouped and rearranged wherever necessary.

For AMD & Co For and on Behalf of Board of DirectorsChartered Accountants Sd/-Firm Registration No. 130247W Rajesh Mehta

Managing DirectorSd/-Arvind M Darji Sd/-Partner Hemang SampatMembership No. 41748 Director

Place: Mumbai Place: MumbaiDate: 25.07.2011 Date: 25.07.2011

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KARMA INDUSTRIES LIMITED

Regd. Office: "H" Wing, Office # 131, Raj Arcade, Mahavir Nagar, Kandivali (W), Mumbai-400 067, Maharashtra, India

Attendance Slip 34th Annual General Meeting

Share Holder Details

Name: DP Id :

Address: Registered Folio :

Client Id:

No. of Shares held:

I hereby record my presence at the 34th Annual General Meeting of the company held on Friday, 30thSeptember, 2011 at 11.00 a.m. at the "H" Wing, Office # 131, Raj Arcade, Mahavir Nagar, Kandivali (W),Mumbai- 400 067, Maharashtra, India

———————————————Signature of the Share holder / Proxy

KARMA INDUSTRIES LIMITED

Regd. Office: "H" Wing, Office # 131, Raj Arcade, Mahavir Nagar, Kandivali (W), Mumbai-400 067, Maharashtra, India

Attendance Slip 34th Annual General Meeting

Share Holder Details

Name: DP Id :

Address: Registered Folio :

Client Id:

No. of Shares held:

I / We [ Name of the Proxy (s)]………………………………………………………of being a member (s) ofM/s. Karma Industries Limited hereby appoint ………………………………….of ……………………..……………..orfailing him ………………………………………….of…………………………………………..As my/our proxy to vote for me/us and on my/our behalf at the 34th Annual Genral Meeting to be held onFriday, 30th September, 2011 at 11.00 a.m. and at any adjournment thereof.

———————————————Date:- SignaturePlace:-

Note: For this from to be effective, form should be:

• Duly filled• Stamped & Signed• Sent to the Registered Address of the office before 48 hours of the meeting• The proxy should not be a member of the company• Please fill this slip and return it at the entrance of the meeting hall, Thank you.

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IMPORTANT COMMUNICATION TO MEMBERS

The Ministry of Corporate Affairs, Govt. of India has taken a “Green Initiative in the CorporateGovernance” by allowing paperless compliance by the companies and has issued circular Nos. 17/2011dated 21-4-2011 and 18/2011 dated 29-4-2011 stating that service of notice / documents includingAnnual Report can be sent by electronic mode to its members. To support this Green initiative of theGovernment in full measure, members who has not registered their e-mail addresses so far, are requestedto register their e-mail addresses and changes therein from time to time along with their name, addressand Folio No./Client Id No., in respect of their shareholding with :

i) The Registrar and Share Transfer Agents Viz. System Support Services. for shares held in physical form

and;

ii) The concerned Depository Participants in respect of shares held in electronic / demat mode

Upon registration of e-mail address(es), the Company would send Notices / Documents including AnnualReport via electronic mode.

In cases any Member opts / insist for physical copies of above documents, the same would be sent to himby post free of cost at the address registered with the Company.

REGISTRATION FORM FOR RECEIVING DOCUMENTS IN ELECTRONIC MODE

M/s. System Support Services.,Unit : Karma Industries Limited209, Shivai Industrial Estate,89. Andheri Kurla Road, Sakinaka,Andheri (East)Mumbai – 400 072.

I/We is/ are member/s of M/s . Karma Industries Limited and hereby exercise my/our optionto receive the documents such as Notices / Circulars / Documents including Annual Reports etc.in electronic mode pursuant to the circular Nos. 17/2011 dated 21-4-2011 and 18/2011 dated29-4-2011 by the Ministry of Corporate Affairs, Govt. of India. Please register myfollowinge-mail ID in your records for sending communication through electronic mode.

Regd. Folio/Client Id No. : ___________________________________________

Name of First Member : ____________________________________________

Joint Holder – 1 : ____________________________________________

Joint Holder – 2 : ____________________________________________

E-mail id for registration : ____________________________________________

Signature (1st holder) _______________________(2nd Holder)________________________

Date :- ___________________

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H Wing, Office # 131, 1st Floor, Raj Arcade, Mahavir Nagar, Kandivali (W), Mumbai - 400067. Maharashtra, India.Tel.: +91-22-42687000 / 01, Fax : +91-22-28092455, E-mail : [email protected]

Karma Industries Limited