NIRAJ ISPAT INDUSTRIES

LIMITED

[ 26TH

ANNUAL REPORT 2010-2011 ]

BOARD OF DIRECTORS

SH. HARYANT KUMAR CHAUDHARY CHAIRMAN

SH. NIRAJ CHAUDHRY DIRECTOR

SH. AKASH KHANDELWAL DIRECTOR SH. ANIL KUMAR SHARMA DIRECTOR

SMT. VAISHALI CHAUDHRY DIRECTOR

AUDITORS SANJEEV ANAND & ASSOCIATES 77, NAVYUG

MARKET

GHAZIABAD

BANKERS Bank of India, Navyug Market Ghaziabad State Bank of India, Ghaziabad

REGISTERED OFFICE: 5140/41/34, CHAUDHRY

MARKET GALI PETI WALI,

SADAR BAZAAR DELHI SHARES TRANSFER AGENT (For Physical mode) M/s. NIRAJ ISPAT INDUSTRIES LIMITED 5140/41/34, CHAUDHRY

MARKET GALI PETI WALI,

SADAR BAZAAR DELHI

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TABLE OF CONTENTS

S. No. Contents Page No.

01 Notice of Annual General Meeting 2

02 Director’s Report 4

03 Management Discussion And Analysis Report 7

04 Corporate Governance Report 9

05 Declaration of Code of Conduct 17

06 Auditor’s Certificate on Corporate Governance 18

07 Chief Executive Officer Certification 19

08 Independent Auditor’s Report 20

09 Balance Sheet 25

10 Statement of Profit & Loss Account 26

11 Cash Flow Statement 27

12 Notes on Financial Statements 28

13 Attendence Slip 34

14 Form “A” 36

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NIRAJ ISPAT INDUSTRIES LIMITED

CIN: L27106DL1985PLC021811

NOTICE NOTICE is hereby given that 26

th Annual General Meeting of Members of the Company will

be held at 10:30 A.M on Friday the 30th

day of September 2011 at 5140/41/34, Chaudhry Market, Gali Petiwali, Sadar Bazaar, Delhi to transact the following business:

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

st March 2011, the Profit

and Loss Account & Cash Flow for the year ended on that day and the report of Director and Auditor’s thereon. 2. To appoint a Director in place of Sh. Akash Khandelwal , who retires by rotation and being

eligible, offer himself for reappointment. 3. To appoint a Director in place of Sh. Anil Kumar Sharma, who retires by rotation and

being eligible, offer himself for reappointment. 4. To consider & if thought fit, to pass with or without modification, the following resolution

as an Ordinary Resolution : “RESOLVED THAT M/s Sanjeev Anand & Associates, Chartered Accountants, the retiring

Auditors of the Company be and is hereby re-appointed to hold such office until the

conclusion of the next Annual General Meeting at the remuneration to be fixed by the Audit

Committee of Board of Directors of the Company”

By Order of the Board of Directors

For NIRAJ INSPAT INDUSTRIES LIMITED

Place: New Delhi

Date: August 30, 2012

Sd/-

(HARYANT KUMAR CHAUDHRY)

(Chairman)

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NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY TO VOTE INSEAD OF HIMSELF AND THE PROXY NEED NOT BE

MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED

BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. 2. The Registrar of Member and Transfer Book of the Company will remain closed from the 22

nd

September, 2011 to 30th

September 2011. (Both days inclusive) 3. All the documents referred in the accompanying notice are open for inspection at the registered office

of the Company during the office hours on all working days between 11:00 A.M to 1.00PM up to the

date of Annual General Meeting. 4. Members seeking any information or having queries with regards to accounts are requested to write the

Company seven day in advance so as to enable the management to keep the information ready. 5. Members / proxies should bring their attendance slips duly completed for attending meeting. 6. Members are requested to notify any change in address, if any under their signatures to the Company

at its registered office of the Company, quoting Folios Nos.

4

DIRECTOR’S REPORT Dear Members, Yours Directors have pleasure in presenting 26

th Annual Report of the Company together with

the Audited Accounts of the Company for the period ended on 31st Day of March 2011

Financial Results 2010-11 2009-10

(Rs.) (Rs.)

1.Total Income/ Sale 32,713,954.00 23,562,029.00

2.Adm. & Operative exp. 4,308,600.00 2,227,419.00

3.Depreciation 2,387,950.00 1,468,570.00 4.Profit/ (loss) before tax 5,274,294.00 3,012,766.00

5.Profit/ (loss) after tax 3,496,133.00 2,072,351.00 Dividend Your Board of directors have decided to plough black the profits and accumulated reserves as the

same are required for increasing the operational efficiency of the Company. Taking into view of

current policy of the Company, your directors do not recommends any dividend for the financial

year 2010-11. Operation The prevalent business environment is conducive to the growth of a Manufacturing Industries.

The Manufacturing sector is one of the leading sector in the country.. Your Directors have

pleasure in declaring that during the financial year your Company earned a profit of Rs.

5,274,294/-before tax. Fixed deposit The Company has not accepted deposit under Section 58A of the Companies Act, 1956 from

public during the year under review Directors Sh. Akash Khandelwal, Director, who retires at this Annual General Meeting and being eligible

offer himself for reappointment. Sh. Anil Kumar Sharma , Director, who retires at this Annual General Meeting and being

eligible offer himself for reappointment Yours Directors recommends the appointment of Sh. Akash Khandelwal & Sh. Anil Kumar

Sharma as Directors for your approval.

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Director’s Responsibility Statements. Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed: i) that in the preparation of annual accounts applicable accounting standards have been followed

along with proper explanation relating to material departure; ii) that the Directors have selected such accounting policies and applied them consistently and

made judgments and estimates that were reasonable and prudent so as to give a true and fair view

of the state of affairs of the Company at the end of the financial year and of the profit of the

Company for the period under review; iii) that the Director have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provision of the Act, for safeguarding the assets of the

Company for preventing and detecting fraud and other irregularities; iv) that the Directors have prepared the annual accounts for the year ended 31st March 2011 on

‘going concern basis’ Corporate Governance A report on the Corporate Governance Code along with a Certificate from Auditors of the

Company regarding the Compliance of the Conditions of Corporate Governance as stipulated

under Clause 49 of Listing Agreement and also the Management Discussion and Analysis Report

are annexed to this report. Auditors M/s Sanjeev Anand & Associates, Chartered Accountants the retiring Auditors, who are to retire

at ensuing Annual General Meeting and are eligible offer themselves for reappointment. Compliance Certificate Compliance Certificate pursuant to the Provisions of Section 383A of the Companies Act,1956

obtained from M/s. Lalit K. Agarwal & Company, Company Secretaries is annexed thereto with

this report.

Particulars of Employees None of the employees was in receipt of remuneration equal to or in excess of the amount

prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars

of Employees) Rules 1975 as amended up to date.

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Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo The Company has not carried on any activity relating to conservation of energy and technology

absorption. There has been no foreign exchange inflow /outflow during the year under review. Acknowledgement Yours Directors express their appreciation for the co-operation extended by Clients, Banks, staff,

executives, friends and associates and shareholders. By order of the Board.

Sd/-

Place: New Delhi. HARYANT KUMAR

CHAUDHRY

Date: August 31,2011 Chairman

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Management Discussion & Analysis The information and opinion expressed in this section of the Annual Report contains forward-

looking statements. The management believes these to be true to the best of its knowledge at the

time of its preparation. We shall not liable for any loss, which may arises as a result of action

taken on the basis of the information contained therein. The information contained therein may

not be disclosed, reproduced or used in whole or in part for any purpose or furnished to any

other persons without the express prior written permission. A. Industrial Structure and Development. India is fast emerging as a global manufacturing hub. India has all the requisite skills in product,

process and capital engineering, thanks to its long manufacturing history and higher education

system. India's cheap, skilled manpower is attracting a number of companies, spanning diverse

industries, making India a global manufacturing powerhouse. India with its vast design skills has

attracted a lot of outsourcing technological orders. Button manufacturing on a modest scale started in Japan from around 1878. They were

expensive but of high quality, made by metal workers (such as goldsmiths and silversmiths)

using files, whetstones, and punches. The market was extremely small, however, because of the

continued dominance of traditional Japanese wear, and, in order to establish a stable industry,

button makers were compelled to turn to exporting their product. Having noticed the existence of rich raw materials in Japan, a German named Vinkerel opened a

factory, complete with an array of machines for making buttons, at the concession in Kobe in

1890. He was supplying the Japanese market with "German-made buttons" manufactured in

Kobe. The bleaching process used in button manufacturing had been kept confidential by the

German engineers, but a Japanese processor's solution to the problem of bleaching gave Japanese

buttons, which had been treated as semi-finished goods, an advantage, thus forcing the German

factory out of business. Button Manufacturing, is a unorganized sector and is ancillary to textile industry which

contributes a very minor portion to Textile industry. B. Company Opportunities and Threat The Management of the Company presents some of their views on potential opportunities and

potential threats that could confront them this year. Opportunities

The Button Manufacturing industry entirely depends upon textile & Fashion Industry. Today

Fashion Industry is a booming industry and is driven by:- • Changing Trends in Fashion • Demand for new apparels.

• Seasonal Changes

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Threats Severe fluctuations in market conditions may affect the sector adversely.

The industry is highly fragmented and competitive and increased competitive pressure may have

adverse affect on the sector.

B. Business Wise Analysis The Company operates in the business segment of ‘Button Manufacturing” . During the year,

Company witnesses the marked growth in the business with the development of Fashion

Industry. The demand profile for products has risen sharply. D. Internal Control System The Company has adequate Internal Control System commensurate with the nature of its

business and the size of its operation. Your Company has formed an Audit Committee

Consisting of three independent, Non Executive Directors. Internal Audit is conducted at regular

interval and all significant audit observations and follow up actions are reported to Audit

Committee. E. Human Resources The Company as on 31st March 2008 has 25 employees on its rolls. Cordial relations were

maintained throughout the year with employees. Every area of work is taken care of with regular

inspections and standard procedures are being followed in the evaluation of performance of each

employee. The Company has a history of imparting training to young breed of professionals. The

training & other professional’s development activities would continue with the same pace in

future.

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REPORT ON CORPORATE GOVERNANCE 1. Company’s Philosophy on code of Governance

The Company strongly believed in good corporate practices and committed to global level of

transparency and disclosure. The Board of Directors supports the general principles of corporate

governance and has implemented the code of corporate governance in term of clause of 49 of the

listing agreement entered into by the Company with the stock exchanges. 2. Board of Directors

There are five Directors at the Board as on 31

st March 2011.

A. the Details of the Constitution of the Board during the period are given in Table 1:

Table-1 S.No Name of Director Category No of No. of Committee

Directorship in position in other

Other limited limited Company.

Company

1. Haryant Kumar C, ED Nil Nil

Chaudhry

2. Niraj Chaudhry ED 2

Nil

3. Vaishali Chaudhry NED Nil Nil

4. Akash Khandelwal NED Nil Nil

5. Anil Kumar Sharma NED Nil Nil

C-Chairman, ED-Executive Director, NED-Non-Executive Director. B. Board Procedure

A detail agenda is sent to each Director in advance of Board and Committee meetings to enable

the directors to discharge their responsibilities effectively. During the financial year 2010-11 the

Board met Eight times. The maximum time gap between any two meetings was not more than

three months. The Details of Board, Meetings held during the Financial Year 2010-11 are given in following tables.

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Table-2

S.No Date of Meeting Total Members Attended By

1. 30th

April 2010 5 5 2. 12

th May 2010 5 5

3. 30th

July 2010 5 5

4. 30th

August 2010 5 5 5. 30

th September 2010 5 5

6. 29th

October 2010 5 5

7. 31st January 2011 5 5

8. 30th

March 2011 5 5

C. ATTENDANCE RECORD OF DIRECTORS The details of attendance of each Director at the Board, Audit Committee, Share Transfer

Committee and last AGM held during the financial year 2010-11 and other relevant details are

given in table-3

S.No Name Attendance at Board & Committee

Meeting

AGM Outside Directorship Committee Position

No. of

Board

Meeting

Attended

No. of

Share

Transfer

Committee

No. of

Audit

Committee

Y- Yes

N- Did

Not

Director Committee

Position

1. Haryant

Kumar

Chaudhry

8 NIL NIL Y 8 NIL NIL NIL

2. Niraj

Chaudhry

8 NIL 2 Y 32 NIL NIL NIL

3. Vaishali

Chaudhry

8 5 NIL Y 4 NIL NIL NIL

4. Akash

Khandelwal

8 5 2 Y NIL NIL NIL NIL

11

5. Anil Kumar

Sharma

8 5 2 Y NIL NIL NIL NIL

D. COMMITTEE OF THE BOARD

Audit Committee

The Board has a constituted Audit Committee pursuant to Section 292A read with Clause 49

of Listing Agreement. The role, term of reference, authority and powers of the Audit

Committee are in conformity with the requirements of The Companies Act, 1956 and listing

agreement.

It consists of 3 Non Executive Directors.Sh. Akash Khandelwal is the Chairman of the

Committee & is a Independent & Non- Executive Director. Other members are Sh. Anil

Kumar Sharma, Independent & Non Executive Director & Smt. Vaishali Chaudhry, Non

Executive Directors. The Details of Audit Committee meetings held during the Financial Year

under review and attendance by each of the member are as shown in Table -3

• Overseeing the Company’s financial reporting process and the disclosure of its financial

information to ensure correct, sufficient and credible financial information.

• Recommendation to the board the appointment, reappointment or replacement of statutory

auditors and the setting of audit fees. • Approval of payment to statutory auditors for any other services rendered by the statutory auditors • Reviewing, with management, the annual financial information before submission to the Board

for approval, with particular reference to: 1) Matters required to be included in the Directors Responsibility Statement in the Boards report

pursuant to clause(2AA) of Section 217 of the Companies Act 2) Changes, if any, in accounting policies and practices and reasons for such changes

3) Major accounting entries involving estimates based on the exercise of judgement by the

Company’s management 4) Any significant adjustments made in the financial information arising out of audit findings

5) Compliance with listing and other legal or regulatory requirements relating to financial

information.

6) Disclosure of any ‘related party transactions as such term is defined in Accounting Standard 18

Related Party Transactions, issued by the Institute of Chartered Accountants of India; and

7) Any qualification in the draft audit report. • Reviewing, with management, the quarterly financial information before submission to the Board for

12

approval • Reviewing with management the performance of statutory auditors and the adequacy of the internal

control systems of the Company. • Having pre-audit discussions with the statutory auditors as to the nature and scope of audit, and post

audit discussions to ascertain any areas of concern • Reviewing the Company’s financial & risk management policies • Carrying out any other functions as the board may from time to time refer to the Audit committee • Reviewing the Management Discussion and Analysis of the financial conditions and results

of operations.

Table-4

S.No Date of Meeting Total Members Attended By

1. 30th

April 2010 3 3 2. 30

th July 2010 3 3

3. 30th

August 2010 3 3

4. 29th

October 2010 3 3

5. 31st January 2011 3 3

Share Transfer Committee:

Company has a Share Transfer Committee consisting of Sh. Anil Kumar Sharma as its Chairman,

and other members being Sh. Niraj Chaudhry & Sh. Akash Khandelwal . This Committee is vested

with full powers and authorities to look after share transfer as well as redressal of Investor’s

grievances. During the Financial Year the Committee met 2 times. The attendances of Committee

members are given in table 3.

The details of shareholders quarries/complaints received during the financial year are given in table-

5. Table-5

No. of Investors quarries/complained Pending at the end of year No.of pending share

in the year 2010-2011 transfer

NIL NIL NIL

Remuneration Committee :

The Board constituted a Remuneration Committee on pursuant to Clause 49 of Listing Agreement.

The role, term of reference, authority and powers of the Remuneration Committee are in conformity

with the requirements of Schedule XIII of The Companies Act, 1956 and listing agreement.

The committee comprised of 2 Non Executive , Independent Directors. Sh. Akash Khandelwal is the

Chairman of the Committee & is a Independent & Non- Executive Director. Other member is Sh.

Anil Kumar Sharma & is a independent & Non Executive Director.

13

The broad terms of reference of the Remuneration Committee are:-

• Determining remuneration packages payable to Executive/ Managing Director of the

Company. • Determining remuneration packages payable to key managerial personnel of the Company

The Details of Remuneration Committee meeting held during the Financial Year under review and

attendance by each of the member are as shown in Table -6

Table-6

S.No Date of Meeting Total Members Attended By

1. 30th

April 2010 2 2

30th

March 2011 2 2

3. MANAGEMENT A. The Management Discussion and Analysis Report. The annual report has a detailed chapter on Management Discussion and Analysis.

B. Disclosures by Management to the Board.

During the year under review no transaction of material nature has been entered into by the Company

with its promoters, Directors or the management, their subsidiaries or relatives etc. that may have

potential conflict with the interest of the Company. C. CEO/CFO Certification

The Certificate in compliance with Clause 49(V) of the Listing Agreement was placed before the Board

of Directors. 4. SHAREHOLDERS INFORMATION

A. Disclosure Regarding Directors

During the year under review there was no change in the composition of the Board of Directors. The

brief resumes of the Directors of the Company are given below.

Sh. Haryant Kumar Chaudhry (72) is a commerce graduate and has over 35 years of experience in

manufacturing Industry. Sh. Niraj Chanudhry (47) is commerce Graduate & has vast experience in Marketing & Management.

Smt. Vaishali Chaudhry (45) is the Commerce graduate and is engaged in the day to day affairs of the

company

14

Sh. Akash Khandelwal (37) is a commerce graduate & MBA (Finance) He is enriched in Businesss

and Fianance matters.

Sh. Anil Kumar Sharma (57) is a commerce graduate and is having a good knowledge in the field of

accounts and finance.

B. Means of Communication: The Company publishes its quarterly and annual result in the Money Maker (English) and the Maha

Lakshmi Times (Hindi)

C. Investor Grievances: The Investor grievance cell works under the Control & supervision of Share transfer Committee. The

status

of compliance is reported to Board of Directors through the minuets of Share Transfer Committee. D. Shares Transfer The shares of the company are traded in physical mode only. Shares of the company are listed at Delhi

Stock Exchange Association Limited, Delhi. Presently DSE is non fuctional & shares are not traded at

the

Exchange, therefore company has not admitted its shares in electronic mode. E.Disclosure of Non Compliance by the Company: There was no instance of non compliance or penalty strictures imposed on the Company by Stock

Exchange or SEBI or any other statutory authority during the year under the review. F. General Body Meeting The details of location and time for last three Annual General Meeting are given in Table-7

Table-7

Year Location Date Time

2007-08

5140/41/34, Chaudhry Market, Gali Peti

wali Sadar Bazaar, Delhi 30

th September

2008 11:00 A.M

2008-09

5140/41/34, Chaudhry Market, Gali Peti

wali Sadar Bazaar, Delhi 30

th September,

2009 10:30 A.M

2009-10

5140/41/34, Chaudhry Market, Gali Peti

wali Sadar Bazaar, Delhi

29th

September,2010 10:30 A.M

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ADDITIONAL SHAREHOLDERS INFORMATION

ANNUAL GENERAL MEETING:

Venue: 5140/41/34, Chaudhry Market

Gali Pett iwali, Sadar Bazaar New Delhi

Date: 30th

September, 2008.

Time: 10:30 A.M

Financial Calendar:

Financial Year: 1st April to 31

st March

Table-8

S.No Results For Year 31st March 2010 For Year 31

st March 2011

Were announced on announced/ will be announced

on

A First Quarter 30th

April 2010 First Week of May 2011

B Second Quarter 30th

July 2010 First Week of August 2011

C Third Quarter 29h October 2010 First Week of November 2011

D Fourth Quarter 31st January 2011 First Week of February 2011

G Annual General Meeting 30th

September 2009 30th

September 2010

Book Closure The Book Closure period is from Thursday , the 22

nd September 2011 to Friday , the 30

th September,

2011 (both day inclusive.) Dividend Not applicable Listing on Stock Exchange The Company’s equity shares are listed on The Stock Exchange Association Ltd. Delhi Script Code: 5125

16

The ISIN Number is not applicable to the company as shares of the company are in physical mode. Stock Data: The Stock data for the company is not available as the scrip of the company is not

traded at Delhi Stock Exchange Association Limited.

Distribution of Shareholding as on 31st March

2011 Table-9

S.No Holding Pattern No Shares held Shareholders %

1 Foreign Holding Nil Nil 2 Govt./Financial Institution Nil Nil 3 Associate Companies 72500 12.08 4 Promoters, Directors & 321100 53.52

Relatives 5 Other Bodies Corporate Nil Nil 6 Other Individuals 206400 34.40

Total 600000 100.00

Distribution of Shareholding as on 31st March 2011 Table-10

S. Range of Shares No Of No of Shares % holding

No Share

Holders

1. Upto 500 132 48200 8.03 2. 501-1000 04 3900 0.65 3. 1001-5000 48 120300 20.05 4. 5001-50000 14 259400 43.23 5. 50001-and 2 168200 28.04

above

TOTAL 200 600000 100.00

Shares held in dematerialized and physical form The Shares of the Company are not held in dematerialized form. Therefore all 6,00,000 equity shares

are held in Physical form only representing 100% .

17

Outstanding GDR/ADRs/ Warrants or convertibles Instruments Not applicable. Address for correspondence:

i) Registrar Not Applicable

ii) Company (For general assistance) Niraj Ispat Industries Limited 5140/41/34, Chaudhry Market,

Gali Peti wali, Sadar Bazaar ,

Delhi.

Chairman’s Declaration.

I, Haryant Kumar Chaudhry, Chairman of Niraj Ispat Industries Limited declare that all Board

members and senior management personnel have affirmed compliances with the code of conduct for

Board and Senior Management Personnel for the Year ended March 31, 2011.

Date : August 31, 2011 Sd/-

Place : Delhi HARYANT KUMAR CHAUDHRY

Chairman

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CERTIFICATE ON CORPORATE GOVERNANCE

As required by clause 49 of the Listing Agreement, the Certificate on Corporate Governance is given as

annexure to the Directors’ Report. ANNEXURE TO THE DIRECTOR’S REPORT

TO THE MEMBERS OF NIRAJ ISPAT INDUSTRIES LTD. We have examined the compliance of conditions of Corporate Governance by Niraj Ispat Industries Limited, for the year ended on 31

st March 2011 as stipulated in Clause 49 of the Listing Agreement of

the said Company with Stock Exchanges. The condition of compliance of Corporate Governance is the responsibility of the management. Our

examination was limited to procedures and implementation thereof, adopted by the Company for

ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an

expression of opinion on the financial Statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the

representations made by the Directors and the Managements, we certify that the Company has

complied the Corporate Governance as stipulated in the above-mentioned listing Agreement. We state that there is no Investor grievances pending as on 31st March, 2011 as per the records

maintained by the Company. We further state that such compliance is neither an assurance as to the future viability of the Company

nor the efficiency of effectiveness with which the management has conducted the affairs of the

Company.

For Sanjeev Anand & Associates Chartered Accountants

Sd/- Place: Delhi. (Sanjeev Agarwal) Date: August 31, 2011. Partner

Membership No- 72907

CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO)

CERTIFICATION

I, Mr. Haryant Kumar Chaudhry, Director, of Niraj Ispat Industries Limited, to the best of

my knowledge and belief hereby certify that:

(a) I have reviewed financial statements and the cash flow statements for the year and that to

the best of my knowledge and belief:

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

or 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 existing accounting standards, applicable laws and regulations

b) There are no transactions entered into by the Company during the year that are

fraudulent, illegal or violative of the Company's Code of Conduct;

c) I 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 we have disclosed to the auditors and the

Audit Committee, deficiencies in the design and operations of such internal controls, if

any, of which I am aware and the steps we have taken or propose to take to rectify these

deficiencies.

d) I have indicated to the auditors and the Audit Committee:

(i) Significant changes in the internal control over financial reporting during the year under

reference;

(ii) Significant changes in the accounting policies during the year and that the same has been

disclosed in the notes to the financial statements; and

(iii)Instances of significant fraud of which we have become aware and the involvement

therein, if any, of the management or an employee having a significant role in the

Company's internal control system over financial reporting.

By Order of the Board of Directors

For NIRAJ ISPAT INDUSTRIES LIMITED

Place: New Delhi

Date: August 31, 2011

Sd/-

Name: Niraj Chaudhry

Designation: Director

DIN: 00021884

Address: KD-46, Old Kavi Nagar

Ghaziabad-201002, Uttar Pradesh

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--------------------------------------------Tear Here------------------------------------------------------

NIRAJ ISPAT INDUSTRIES LIMITED

Regd. Off: 5140/41/34 Chaudhry Market Gali Peti wali, Sadar Bazar, New Delhi-110006

ATTENDANCE SLIP

Name of the Shareholder (in Block Letter) : _____________________________

Regd. Folio No. /DP. Id/ Client Id : _____________________________

Name of the Proxy (s) (in Block Letter) : _____________________________

(to be filled in, if a proxy attends instead of a member)

No. of Shares held : _____________________________

I hereby record my presence at the Annual General Meeting of the Company at 5140/41/34

Chaudhry Market Gali Peti wali, Sadar Bazar, New Delhi-110006 at 10.30 A.M. on Friay, 30th

September, 2011.

Shareholder /Proxy Signature

………………………………………………………………………….

Note:

1) You are requested to sign and hand over this slip at the entrance of the Meeting venue.

2) If you intend to appoint a proxy to attend the meeting instead of yourself, the Form of Proxy

must be deposited at the Registered Office of the Company not later than 48 Hours before the

time for holding the meeting.

NIRAJ ISPAT INDUSTRIES LIMITED

Regd. Off: 5140/41/34 Chaudhry Market Gali Peti wali,

Sadar Bazar, New Delhi-110006

34

Proxy form

I/We ………………………………………………….. of …………………………………………

being a member / members of the above named company, hereby appoint Mr. ……………………

……………………………….. of …………….. …………. as my /our proxy to vote for me/ us

on my/ our behalf at the Annual General Meeting of the Company to be held on on Friday 30th

September, 2011 at Regd. Office at 5140/41/34 Chaudhry Market Gali Peti wali, Sadar Bazar,

New Delhi-110006 at 10.30 A.M. and at any adjournment thereof.

Signed this ……………. Day of …………………. 2011

Regd. Folio No. /DP. Id/ Client Id: ……………………………..

No. of Share held: ……………………………………………

Affix

Revenue

Stamp

Note:

1. The proxy, to be effective, should be duly completed and deposited at the Registered Office of

the Company, not later than 48 hours before the commencement of the aforesaid meeting.

2. A Proxy need not to be a Member of the Company

35

FORM A

Format of covering letter of the annual audit report to be filed with the Stock exchanges

1

Name of the Company

Niraj Ispat Industries Limited

2

Annual financial statements for the

year ended

31st March, 2011

3

Type of Audit observation

None

4

Frequency of observation

-

--N.A---

5

To be signed by-

CEO/Managing Director

(Haryant Kumar Chaudhry)

CFO

(Niraj Chaudhry)

Auditor of the Company

(Sanjeev Anand & Associates)

Audit Committee Chairman

(Akash Khandewal)

Sd/-

Sd/-

Sd/-

36