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K C P Ltd.

BSE: 590066 Sector: Industrials
NSE: KCP ISIN Code: INE805C01028
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VOLUME 9891
52-Week high 137.95
52-Week low 79.00
P/E 40.43
Mkt Cap.(Rs cr) 1,319
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OPEN 102.90
CLOSE 101.65
VOLUME 9891
52-Week high 137.95
52-Week low 79.00
P/E 40.43
Mkt Cap.(Rs cr) 1,319
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

K C P Ltd. (KCP) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting their 75th Annual Report of thecompany together with the Audited Financial Statements for the fi nancial year ended 31stMarch 2016.

1. Financial Results:

Financial Performance and Review:

Financial information – Standalone and Consolidated (Rs.in lakhs)
Particulars For the year ended For the year ended
31/3/2016 31/3/2015 31/3/2016 31/3/2015
Stand Alone Consolidated (GROUP)
Revenue from Operations 86199 69669 140976 127775
Profi t for the year (PBDIT) 14965 10763 24139 18073
Less: a) Interest and Finance charges 4541 4886 5233 5146
b) Depreciation 3912 3431 4829 4821
Profi t before Tax 6512 2446 14077 8106
c) Provision for current tax 1392 528 1461 1020
d) Deferred Tax 2122 834 2194 859
e) Short / (Excess) Tax provision for earlier years - -72 97 -77
Add: a) Refund of Income Tax - - - -
b) MAT Entitlement tax 1390 487 1420 497
Less: Minority share of profi t - - 2410 1709
Profi t for the Year from Continuing Operations 4286 1642 9335 5092
Profi t / (Loss) from Discontinued Operations - -83 - -83
Less : Tax expense of Discontinued Operations - -28 - -28
Profi t / (Loss) from Discontinued Operations After Tax - -55 - -55
Profi t for the Year 4286 1587 9335 5037
Add: Surplus brought forward from earlier year 4709 4365 11275 14279
Amount available for appropriations 8995 5952 20610 19316
Less:
Transfer to General Reserve - - 41 -
Transfer to Capital Reserve / Bonus Shares - - - 6160
Proposed Final Dividend – Equity Shares - 967 40 967
Interim Dividends Paid –Equity Shares 1289 - 1289 637
Interim Dividends Paid –Preference Shares - 66 - 66
Tax on Distributed Profi ts – Equity shares 135 197 143 197
Tax on Distributed Profi ts – Preference shares - 14 - 13
Surplus at the end of the Year 7571 4709 19097 11275

2. Business Performance: Cement Division:

Average pan-India prices remains stable and registered a moderate growth of 0.6% onlyagainst 5% growth in 2014-15. Prices dropped in North. The Southern region however continued to show increase in prices without much variation in volume off-take.

Inspite of that our Company’s cement division registered an impressive performancein 2015-16 aided by the price rise as well as improvements in volumes. KCP Exports Cementto neighbouring countries and the realisation from the same were affected by slowdown ininternational prices and strengthening of US Dollar.

Engineering Division:

Engineering Unit continues to reel under the lower growth rate of the economy. Effortsto bring the unit in to profi ts dampened with the record breaking rains followed bydevastating fl ood in Chennai. Hence the engineering unit registered losses in 2015 -16also.

Power Division:

Severe drought in river Krishna basin has affected the operation of the hydel unitwhich generated negligible power. However the performance of the thermal and other powersunits was satisfactory. Surplus power generated at Thermal Power unit was exported to thestate grid and also sold through the Power Exchanges. The Renewable Energy Certifi cates(RECs) accrued to the company were sold at a very slow pace as the market for RECs was notvery active.

The performance of the Company is being discussed in greater detail in the ManagementDiscussion & Analysis Report forming part of this report.

3. Dividend

During the year the company has declared and distributed an interim dividend of Re 1/per share (100% on paid-up share capital).

4. Transfer to Reserves

Current year’s profi ts along with carried forward balance of previous year amountto Rs. 8995 lakhs. the Surplus Account will have Rs. 7571 lakhs to be carried forward tothe next year.

The Board has not recommended any transfer to reserves as not mandated by the Act.

5. Share Capital

The paid up Equity Share Capital as on March 31 2016 is 128921160. The Company hasneither issued shares with differential rights as to dividend voting or otherwise norissued shares (including sweat equity shares) to the employees or Directors of theCompany under any Scheme.

No disclosure is required under Section 67(3)(c) of the Companies Act 2013(Act) as theprovisions of the said Section are not applicable

6. Credit Rating

CRISIL has revised the ratings of the Company bank loan facilities and other debtfacilities as detailed below.

Long Term Rating CRISIL BBB+/Positive(Outlook revised from ‘Stable’ and rating reaffi rmed)
Short Term Rating CRISIL A2 (Reaffi rmed)
Rs. 7000lakhs Non-Convertible Debentures CRISIL BBB+/Positive (Outlook revised from ‘Stable’ and rating reaffi rmed)
Fixed Deposits FA-/Positive (Outlook revised from Stable’ and rating reaffi rmed).

7. Fixed Deposits:

The total amount of Fixed Deposits outstanding as on 31st March 2016 wasRs.8375.87 Lakhs as compared to the fi gure of Rs.7977.39 Lakhs as on 31/3/2015. As on 31stMarch 2016 Fixed Deposits matured and remained unclaimed were Rs.265.57 Lakhs from 296depositors and Fixed Deposits relating to 74 Depositors amounting to Rs.154.19 Lakhs havebeen renewed and Fixed Deposits of Rs. 26.08 Lakhs of 22 depositors repaid.

Depositors have been intimated regarding the maturity of deposits with a request toeither renew or claim their deposits. As per the provisions of the Companies Act2013rules made there under deposits remaining unclaimed for a period of seven years fromthe date they became due for payment have to be transferred to the Investor Education andProtection Fund (IEPF) established by the Central Government. during the year an amountof Rs.21000/-towards unclaimed deposits and Rs.96000/- stale cheque unclaimed on depositshas been transferred to the IEPF.

The Company has not accepted any deposits which are not in compliance with therequirements of Chapter V of the Companies Act 2013 and rules made there under.

8. Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are provided in the notes to the fi nancial statements.

9. Consolidated Financial statements

Pursuant to the provisions of the Companies Act 2013 Rules made there underAccounting standards and SEBI (LODR) Regulations 2015 the consolidated fi nancialstatements have been prepared on the basis of the audited fi nancial statements of thecompany its subsidiary KCP Vietnam Industries Ltd Joint venture Fives Cail K C P Ltd.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the fi nancialstatements of the company the consolidated fi nancial statements along with relevantdocuments are available on the website of the company at the website: www.kcp.co.in

10. Management Discussion & Analysis report:

All matters pertaining to Industry structure and developments opportunities andthreats segment/ product wise performance outlook risks and concerns internal controland systems etc are discussed in Management Discussion & Analysis report forms partof this report.

11. Hotel Project and Ready Mix Concrete project:

Discussed in detail in Management Discussion & Analysis report

12. Corporate Social Responsibility (CSR)

As part of its initiatives under "Corporate Social Responsibility (CSR) theCompany has undertaken projects in the areas of Education Livelihood Women empowermentHealth Water and Sanitation. These projects are largely in accordance with Schedule VIIof the Companies Act 2013.

A Committee of the Board comprising of Smt V L Indira Dutt Joint Managing Director SmtKavitha D Chitturi Executive Director Sri.P.S.Kumar Sri V Gandhi and Sri Vijay Sankarhas been formed to monitor the CSR activities and suggest further improvement to make itmore productive.

The Annual Report on CSR activities is annexed herewith as "Annexure 3".

Details of various social projects and initiatives undertaken as part of our CorporateSocial Responsibility are given in separate report on CSR activities which forms part ofthis Annual Report

The unspent amount of Rs.7.71 Lakhs for the year 2014-15 was spent during the year2015-16.

13. Risk Management

Our Company has implemented a risk management framework aimed at timely identifi cationand assessment of risks and implementing mitigation measures. These risks are continuouslyreviewed to ensure their relevance and to also identify the existence of any new risks.

The Board of Directors of the Company has formed a Risk Management Committee (event itis not mandatory) to monitor the risk management plan for the Company and ensuring itseffectiveness. The key risks identifi ed by the Company and their mitigation measures areas under:

Financial risk:

The fi nancial risk for your Company emanates from fl uctuations in interest rateexchange rate and commodity prices. Your Company has well defi ned policies for foreignexchange treasury investments management interest rate and imported coal hedging. Thepolicies are reviewed periodically to align with the changes in fi nancial marketpractices and regulations.

Competition Risks:

The Cement Industry is becoming intensely competitive with the foray of new entrantsand some of the existing players adopting inorganic growth strategies. To mitigate thisrisk the Company is leveraging on its expertise experience and it’s createdcapacities to increase market share enhance brand equity / visibility and enlarge productportfolio and service offerings.

14. Internal controls system and their adequacy

The company has designed and implemented a process driven framework for InternalFinancial controls within the meaning of the explanation to Section 134(5)(e) of theCompanies Act 2013 and the necessary control systems considering the businessrequirements scale of operations geographical spread and applicable statues of thecompany are in place in the organisation. The systems include policies and procedures ITsystems delegation of authority segregation of duties internal audit and reviewframework etc.

Company has designed the necessary internal fi nancial controls and systems with regardto adherence to Company’s policies the safeguarding of its assets the preventionand detection of frauds and errors accuracy and completeness of the accounting recordsand the timely preparation of reliable fi nancial information.

15. Human resources / industrial relations

Our Company continuously focus on people related programmes aimed at attractingdeveloping and retaining talent within organisation by way of; a) Employee Engagement -Company enjoys high engagement levels from its employees which is refl ected in itsconsistently improving performance. Company continuously aims to enhance the engagementlevels of its people by ensuring that its business practices are in alignment with theholistic growth and development of its people which drives them to be actively engagedwith the Company. b) Talent Management - Company is continuously working on strengtheningand building talent in its Human Resources management team for supporting its growth. c)Work Environment - Company provides a congenial work atmosphere where every employeeenjoys his work and It works on creating people practices which makes it the best place towork for everyone. d) Occupational Health and Safety Safety of employees and workers is ofutmost importance to the Company. To reinforce the safety culture in the Company it hasidentifi ed occupational Health & Safety as one of its focus areas. Various trainingprogrammes have been conducted at the plants such as behaviour based safety trainingprogram Visible Safety Leadership program Logistics Safety program etc.

The Company continuously undertakes initiatives aimed at providing a healthy and safeworkplace to its people. Company regularly conducts Safety Audit to identify and eliminatepotential safety risks through an objective assessment of various equipment. Further Mockdrills on emergency preparedness in night hours are conducted to meet any contingency.

Industrial Relations

Employee Relations at all the Units and divisions of the company remained cordial.

16. Sustainability

Company’s sustainability initiatives are focussed on low carbon emission use ofalternate fuels water & resource conservation and environment management. Focus onsustainability is manifested in the Company being recognised as one of the most effi cientcement manufacturing organisation with low energy consumption levels use of alternativefuel and raw materials low GHG emissions etc.

17. Indian Accounting Standards (IND AS) – convergence.

The Ministry of Corporate Affairs (MCA) vide its notifi cation Dt.16/02/2015 has notified the Companies (Indian Accounting Standards) Rules 2015.

In Pursuance of this notifi cation the company its subsidiary and Joint venturecompany have to adopt IND AS with effect from 1st April 2017 withcomparatives for the period ending 31st March 2017.

18. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistleblower Policy to deal with instances offraud and mismanagement if any.

The details of the Whistleblower Policy is explained in the Corporate Governance Reportand also posted on the website of the Company.

Weblink: http: //www.kcp.co.in/downloads/PDF/wb-policy. pdf

19. Report under the Prevention of Sexual Harassment Act

Pursuant to he Prevention of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed there under Company has implementeda policy on prevention prohibition and redressal of sexual harassment at the workplaceAll women permanent temporary or contractual including those of service providers arecovered under the policy and an Internal Complaints committee has been formed to redressthe complaints. There were no complaints reported during the year.

20. Directors and KMP

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Smt.V.L.Indira Dutt Joint ManagingDirector of the company retires by rotation and is eligible for re-appointment.

During the year Sri.M.RRamachandran Chief Financial Offi cer retired from theservices of the company and Mr.G.N. Murty was appointed as new Chief Financial offi cer ofthe company.

The Independent Directors of the Company have declared that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBIRegulations.

21. Board Meetings

During the year fi ve Board Meetings were convened and held.

The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act2013 and theSEBI (LODR) Regulations 2015.

22. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out an annual evaluation of its own performance and it’s Chairman thedirectors individually as well as the evaluationoftheworkingofitsCommittees.Themanner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport. The Details of familiarisation programme arranged for independent Directors havebeen disclosed on website of the company and are available at the following link:

Weblink:http://www.kcp.co.in/downloads/PDF/ FProgamme.pdf

23. Related Party Transactions

All Related Party Transactions are placed before the Audit Committee and as also theBoard for approval and the same were approved by the shareholders of the company.

Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 are furnished in Form AOC-2 attachedto and forms part of this report as

Annexure 6

The policy on Related Party Transactions as approved by the Board is placed on theCompany’s website.

Weblink: http://www.kcp.co.in/downloads/PDF/ rtpolicy.pdf

24. Auditors

At the 73rd Annual General Meeting (AGM) of the Company held on 11th August 2014 M/s.Brahmayya & Co Chartered Accountants Vijayawada (Firm Registration No.000513S) havebeen appointed as the Statutory Auditors of the Company for a period of 3 years. In termsof the provisions of the Companies Act 2013 and rules made there under it is necessary toget the appointment ratifi ed by the shareholders in every Annual General Meeting untilthe expiry of the period of original appointment.

The Board of Directors recommends your ratifi cation of the appointment of M/s.Brahmayya &Co Chartered Accountants Vijayawada (Registration No.000513S) as theStatutory Auditors of the Company for the year 2016-17.

The Board has further recommended for the approval of the Shareholders at the ensuingAnnual General Meeting the appointment of M/s K.S. Rao & Co Chartered Accountants(Registration No.003109S) Hyderabad as Joint Auditors of the Company for the year2016-17.

The Notes on Financial Statements referred to in the Auditors’ Report areself-explanatory and do not call for any further comments.

25. Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Rules 2014 as amended your Board of Directors on the recommendationof the Audit Committee has appointed M/s Narsimhamurthy & Co Cost AccountantsHyderabad and Mahadevan & Co Chennai as the Cost Auditors for the Cement andEngineering products for the year 2015-16.

The Cost Audit Reports for the year 2014-15 were fi led by the Cost Auditors within duedate.

26. Secretarial Audit

Pursuant to Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Smt. SobanaPranesh Company Secretary in Practice to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit Report for the year 2015-16 is annexed to thereport herewith as "Annexure 7".

27. Subsidiary Companies:

Your Company does not have any Indian Subsidiary company.

The Audit Committee and Board review the fi nancial statements signifi canttransactions working and the fi nancial results of the subsidiary company in Vietnam KCPVietnam Industries Limited.

There is no material change in the nature of the business of the subsidiary. Astatement containing brief fi nancial details of the subsidiaries are provided in Form AOC1 and attached as Annexure 5.

The annual accounts of the subsidiary and the related information will be madeavailable to any member of the Company for inspection at the registered offi ce of theCompany during business hours. The Company shall furnish a copy of the details of annualaccounts of the subsidiary to any member on demand.

The annual accounts of the subsidiary company will be placed on the website of thecompany www.kcp. co.in.

No company ceased to be its Subsidiary joint venture or associate company during theyear. 28. Transfer of amounts to Investor Education and Protection Fund (IEPF)

Pursuant to sections 124 and 125 and other applicable provisions if any of theCompanies Act 2013 all Unclaimed dividend and interest on deposits as well as theprincipal amount of deposits as applicable remaining unclaimed for a period of sevenyears from the date they became due for payment have been transferred to the IEPFestablished by the Central Government.

29. Corporate Governance:

A separate section on corporate governance practices followed by the Company togetherwith a certifi cate from Company’s auditor confi rming the compliance forms a partof this Annual Report as per SEBI Regulations.

Policy on Directors’ Appointment and Remuneration including criteria fordetermining qualifi cations positive attributes independence of a Director KeyManagerial Personnel and other employees. (Section 178 of the Companies Act 2013)

The Board shall have minimum 3 and maximum 14 directors unless otherwise approved. TheCompany shall have such person on the Board who complies with the requirements of theCompanies Act 2013 Provisions of the Listing Agreement Memorandum of Association andArticles of Association of the Company.

Composition of the Board shall be in compliance with the SEBI Regulations. Majority ofthe Directors shall have specialised knowledge/experience in the areas like BankingAccountancy Finance etc.

The Company has constituted the Nomination and Remuneration committee which hasformulated the criteria for determining qualifi cations positive attributes andindependence of Directors and recommended a Remuneration policy to the Board Except forthe Chairman and Managing Director Joint Managing Director Executive Director andTechnical Director no other directors are paid remuneration but are paid only sittingfees.

The Chairman and Managing Director Joint Managing Director Executive Director andTechnical Director are paid remuneration as approved by the Shareholders as per theapplicable provisions of the Companies Act 2013 and rules made there under but are notpaid sitting fees.

The Chairman and Managing Director Joint Managing Director Executive DirectorTechnical Director Company Secretary and Chief Financial Offi cer shall be the KeyManagerial Personnel (KMPs) of the Company.

All persons who are Directors / KMPs members of Senior Management and all otheremployees shall abide by the Code of Conduct. Independent Directors are not entitled forESOPs.

Directors/KMPs shall not acquire any disqualifi cation and shall be persons of soundintegrity and honesty apart from knowledge experience etc. in their respective fi elds.

Particulars of Employees

Particulars pursuant to Section 197(12) of the Companies Act 2013 and the relevantRules

The information required under Section 197(12) of the Companies Act 2013 and the rulesmade there under as amended has been given in the annexure appended hereto and formspart of this report as Annexure 1.

a) The ratio of the remuneration of each director to the median employee’sremuneration for the fi nancial year and such other details as prescribed is as givenbelow:

Name of the Director Director remuneration (Rs. Lakhs) Median employee’s remuneration (Rs. Lakhs) Ratio
Dr.V.L.Dutt - CMD 289.44 3.90 74:1
Smt.V.L.Indira Dutt - JMD 217.08 3.90 56:1
Smt.Kavitha Dutt Chitturi - ED 108.54 3.90 28:1
Sri.V.Gandhi - TD 108.54 3.90 28:1

b) The percentage increase/(decrease) in remuneration of each director ChiefFinancial Offi cer (CFO) Company Secretary (CS) in the fi nancial year:

Name of the Director Director/CFO/CS Remuneration (2014-2015) (Rs. Lakhs) Director/CFO/CS Remuneration (2015-2016) (Rs. Lakhs) Increase in remuneration (Rs. Lakhs) Percentage increase in remuneration (%)
Dr.V.L.Dutt - CMD 109.56 289.44 179.88 164
Smt.V.L.Indira Dutt - JMD 82.17 217.08 134.91 164
Smt.Kavitha Dutt Chitturi - ED 46.44 108.54 62.10 134
Sri.V.Gandhi - TD 43.50 108.54 65.04 150
Sri.M.R.Ramachandran – CFO Upto: 31.08.2015 43.79 15.90 NA NA
Sri. G. N. Murty - CFO From: 01.09.2015 Nil 25.20 NA NA
Sri.Y.Vijayakumar - CS 15.64 17.15 1.51 10

c) The percentage increase/ (decrease) in the median remuneration of employees in theFinancial Year: (1.10%)

d) The number of permanent employees on the rolls of company (as on date): 1306

e) The explanation on the relationship between average increase in remuneration andcompany Performance:

The average increase in remuneration of Directors and other Key managerialPersonnel is at par with the Company performance.

f) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company:

Name Designation CTC (Rs. Lakhs) % Increase in CTC PAT (Rs. Lakhs) % Increase in PAT
Dr.V.L.Dutt CMD 289.44 164 4286.02 170
Smt.V.L.Indira Dutt JMD 217.08 164 4286.02 170
Smt.Kavitha Dutt Chitturi Executive Director 108.54 134 4286.02 170
Sri.V.Gandhi Technical Director 108.54 150 4286.02 170
Sri.M.R.Ramachandran Upto: 31.08.2015 CFO 15.90 NA 4286.02 170
Sri.G.N. Murty From: 01.09.2015 CFO 25.20 NA 4286.02 170
Sri.Y.Vijayakumar CS 17.15 10 4286.02 170

g) Variations in the Market capitalisation of the company Price Earnings ratio as atthe closing date of the current fi nancial year and previous fi nancial year andpercentage increase or decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with the last public offer:

Date Issued Capital (Equity Shares) Closing Market Price per shares (Rs.) EPS PE Ratio Market Capitalisation (Rs. Lakhs)
31.03.2015 128921160 62.75 1.17 53.63 80898
31.03.2016 128921160 82.80 3.32 25 106747
Increase /(Decrease) Nil 20.05 2.15 (28.63) 25849
% of Increase/(Decrease) NA 32% 184% NA 32%
Issue Price of the share at the last Pubic Offer (IPO)
Increase in market price as on 31.03.2016 as compared to Issue Price of IPO

NA (the Company has never gone for any public issue)

Increase in %

h) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last fi nancial year and its comparison with the percentileincrease in the managerial remuneration and justifi cation thereof and any exceptionalcircumstances for increase in the managerial remuneration: Average increase inmanagerial remuneration is at par with increase in remuneration of Employees other thanManagerial Personnel and there is/are no exceptional circumstances for increase in themanagerial remuneration.

i) The key parameters for any variable component of remuneration availed by theDirectors:

Except Dr.V.L.Dutt Chairman & Managing Director Smt.V.L.Indira Dutt JointManaging DirectorSmt.Kavitha Dutt Chitturi Executive Director and Sri.V.GandhiTechnical Director of the Company no director was paid any remuneration.

Sitting Fees was paid to the independent Directors and for the above said whole timeDirectors variable component was paid in the form of Commission which is as per theRemuneration Policy of the Company and in accordance with the provisions of the CompaniesAct 2013 and rules made there under and approved by the shareholders of the company.

j) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: NA

k) Is remuneration is as per the remuneration policy of the company: Yes Extract ofAnnual return:

The details forming part of the extract of the Annual Return in form MGT 9 isannexed herewith as "Annexure 4".

Signifi cant and Material orders passed by the Regulators or Courts

There are no signifi cant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

Particulars regarding Conservation of Energy Techn ology absorption and Foreignexchange earnings and outgo

Details provided in Annexure: 2 forming part of the Annual report

Director’s Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofsection 134 of the Act.

(a) in the preparation of the annual fi nancial statements for the year ended 31stMarch 2016 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company and for preventing and detecting fraudand other irregularities;

(c) the Directors have taken proper and suffi cient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ‘going concern’basis;

(e) the Directors have laid down internal fi nancial controls to be followed by theCompany and that such internal fi nancial controls are adequate and are operatingeffectively; and

(f) the Directors have devised proper systems to ensurecompliancewithprovisionsofallapplicablelawsandthat such systems are adequate and operatingeffectively.

Acknowledgements

The Board of Directors wishes to place on record their gratitude to the Central andState Governments Company’s Bankers Customers dealers and other businessassociates for the assistance co-operation and encouragement they extended to theCompany.

Your Directors wish to whole heartedly thank the employees for their sincere anddevoted contribution to the company’s continued performance.

Your Directors are thankful to the shareholders and deposit holders for their continuedpatronage.

For and on behalf of the Board of Directors
Place: Chennai (V.L. DUTT)
Date: 27th May 2016 Chairman and Managing Director

Annexures to the Director’s Report

ANNEXURE - 1

Statement showing particulars of employees of the Company as required under Sec.197(12)of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended and forming part of the Report of the Boardof Directors for the year ended 31st March 2016

Particulars 1 2 3 4 5 6 7
1 Name Dr. V.L. Dutt Smt. V.L. Indira Dutt Smt. Kavitha D. Chitturi Sri. V. Gandhi Dr. A.V. Sivarama Prasad Dr. GVK Prasad Sri. K. Ramakrishna
2. Designation Chairman and Managing Director (CMD) Joint Managing Director (JMD) Executive Director (ED) Technical Director (TD) Executive President (HRD &S) Executive President (CPU –II) Executive President - CMU
3. Qualifi cation Grad.B.I.M. B.A. Grad. In Business Management PGDHR B.E. (MET) B.E-Mechanical Ph.D- Mangmt M.Sc-Tech Ph.D B.Sc PGDMSM
4. Experience 56 years 20 years 17 years 37 years 29 Years 37 years 30 Years
5 Date of Commencement of Employment 3.4.1970 1.7.1996 1.10.1999 25.01.2006 01-12-1997 08-08-2008 22/04/91
6 Salary in Rs. 7200000 6000000 3111290 3111290 5632380 5632200 5632200
7 Commission in Rs. 21674430 13148920 4949464 4479333 - - -
8 Benefi ts in Rs. 69502 2559029 2793221 3263352 629376 629376 629376
9 Total Remuneration in Rs. 28943932 21707949 10853975 10853975 6261756 6261576 6261576
10 Nature of employment Contractual Contractual Contractual Contractual Contractual Contractual Contractual
11 Date of Birth 27/12/1937 14/09/1940 17/05/1971 04/3/1949 24/09/1959 12-01-1955 03/06/1964
12 Particulars of previous employment- Name of the Employer V. Ramakrishna Sons Private Ltd Nil Nil Fives Cail KCP Limited Tata Consultancy Services NCBM Ramco Cement Andhra Cements My Home Industries Annapurna Cements Ltd
13 Designation & period of employment Administrative Director – 12 Yrs Nil Nil General Manager (PPC)- 7 years Consultant 10 years Head Operations 29 Years 37 years
14 Shareholding in the Company 6005569 3064479 950000 2040 200 shares - -
15 Relationship with Directors Father of Smt. KavithaDuttChitturi Executive Director of the Company Mother of Smt. KavithaDuttChitturi Executive Director of the Company Daughter of CMD and JMD - - - -

ANNEXURE - 2

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]

A: STEPS TAKEN FOR CONSERVATION OF ENERGY

Energyconservationandefficiencymeasureswereundertakeninvariousareasofcementmanufacturingand captive power plants of the company mainly through operational measures as under:Energy conservation measures taken at cement Unit-II Macherla:

• Replaced several conventional light fi ttings with energy effi cient LED lightfi ttings at different places in the colony resulting into energy saving of 36000 KWH.

• At Waste heat recovery cooling tower VFD module installed to avoid valve controlin the month of October 2015 and the Pump is operating at required fl ow by controllingthe speed at 1728 rpm instead of 2880 rpm earlier. Energy Saving of 1 KWH per hour &in the month of January’2016 to reduce the power consumption and Energy Saving of11.5 Kwh per day.

• In Turbine Generator house Control Room 16 nos of 36 Watts conventional Tubelights were replaced with 22 Watts LED lights in the month of February’2016 andEnergy Saving of 9 KWH per day.

• 12.5 KW thyristor drive and DC motor unit was replaced with VFD and 5.5 KW ACmotor in Ropeway unloading stn. Launching device in the month of DEC’2015 and energySaving of 1 KWH per hour.

• Based on a detailed study of loading and unloading of the compressed air fromnew packing plant compressor J129 having VFD operated compressor has been diverted tocement mill from November 2015 and is working effectively and Saving of 10 KWH per hourin power consumption without any further investment.

Energy conservation measures taken at cement Unit-II Muktyala

• Installed15 No. Variable Frequency Drives (VFD) for Auxiliary bag fi lter fansand energy saving of 77KW/Hr.

• Replaced 25 No of 150W High power sodium vapour lamps (HPSV) with 70 W LEDLights for Plant Street Lights and energy savings of 2905 KWH/Yr.

• Replaced GRR cooling fan with optimal rating fan by maintaining same level ofcooling effi ciency and energy savings of 6 KW/Hr.

• Replaced Induced Draft Cooling tower with Natural draft Cooling Tower for CCRbuilding AHU System and energy savings of 10 KW/Hr.

• Replaced Kiln coal and PC coal blowers with optimal rating blowers and energysavings of 90KW/Hr.

• Implemented PYRO box technology in the PC fi ring system and energy savings of 4Kcal/Kg of Clinker and increase in Clinker production by 40 Tons/Day.

• By replacing improved version of cooler plates increase in clinker productionup to 4700 TPD.

• Modifi ed Raw Mill inlet gas duct reduced pressure drop increased air fl ow andRaw Mill production from 325TPH to 358TPH.

Energy conservation measures planned at cement Unit-II Muktyala

• Proposal for Installation of 36W LED panel Lights in place of 4X14W T5 Panellights for CCR Building Lighting and expected energy savings are 3 KW/Hr.

• Proposal to replace Induced Draft Cooling tower with Natural draft Cooling Towerfor MRSS +CM building AHU System and expected energy savings are 6 KW/Hr.

• Proposal for Installation of 70 W LED Lights in place of 150W HPSV Lamps forPlant Street Lights and expected energy savings are 10 KW/Hr.

• Proposal for Installation of Waste Heat Recovery system from cooler exit gases.

• Proposal for Installation of VFD in place of GRR for Raw Mill Fan Motor.

B: TECHNOLOGY ABSORPTION:-

1. Benefi ts derived as a result of the R&D

Being ongoing exercises they would take a period before the benefi ts would fl ow andcan be identifi ed only over a period of time.

2. Future plan of action

a) Capability development for characterisation of waste fuels. b) Understanding andlinking process parameters to environmental emissions. c) Develop low energy cement.

3. Expenditure on R & D

Particulars 2015- 2016 2014-2015
(Rs.) (Rs.)
a) Capital Expenditure - -
b) Recurring Expenditure 323904 331930
c) Total expenditure 323904 331930
d) Total R&D expenditure as % of turnover 0.004 0.005

C: Foreign Exchange Earnings and Outgo: (a) Earnings in Foreign Exchange:

PARTICULARS 2015-16 2014-15
(Rs. Lakhs) (Rs. Lakhs)
a) FOB Value of goods exported during the year 2319.79 1975.77
b) Income from Service Charge 0.75 2.94
c) Income from Investments held in Foreign Companies 12.14 626.26
(b) Expenditure in Foreign Currency
PARTICULARS 2015-16 2014-15
(Rs. Lakhs) (Rs. Lakhs)
a) Travelling expenses 6.27 7.59
b) Membership 3.65 3.22
c) Other matters- Seminars 0 3.32
d) Commission 6.11 0

ANNEXURE - 3 ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the company’s CSR Policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR Policy andprojects or programs.

Details are provided in Page Number 12 of the Report and the CSR Policy is placed onthe website of the company: weblink: http://www.kcp.co.in/downloads/PDF/csr-policy.pdf

2. The composition of the CSR Committee.

Smt. V.L. Indira Dutt - Chairperson Smt. Kavitha D. Chitturi – Member Sri. V.Gandhi – Member Sri. Vijay Sankar – Member Sri. P.S. Kumar - Member

3. Average net Profi t of the company for last three fi nancial years: Rs. 2233.41Lakhs

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): Rs.44.67 Lakhs

5. Details of CSR spent during the fi nancial year.

(a) Total amount spent for the fi nancial year: 2015 - 2016: Rs. 82.57 Lakhs (b)Amount unspent if any: Nil

(c) Manner in which the amount was spent during the fi nancial year is detailed below:

CSR project or activity identifi ed Sector in which the project is covered Projects or programs 1. Local area or other 2. Specify the state and district where projects or programs was undertaken

Amount outlay (budget project or programs wise

Amount spent on the projects or programs Sub-heads: 1) Direct expenditure on projects or programs. 2) Overheads:

Cumulative expenditure upto the reporting period: Amount Spent: Direct or through implementing agency:
Rs. Lakhs Rs. Lakhs Rs. Lakhs
1.Promoting Health Care Sanitation and Making available safe Drinking Water Promotion of 1. Muktyala in Krishna District of Andhrapradesh 10.00 11.15 Direct
Health Care 2. Macherla in Guntur District of Andhrapradesh
2.Promoting Education and employment enhancing vocation skills among Children Women Elderly and the differently abled and livelyhood enhancement Projects Promotion Education and 1. Tiruvottiyur Chennai Tamilnadu. 20.00 18.25 Direct
Vocational Training 2. Muktyala in Krishna District of Andhrapradesh
3.Promoting gender equality empowering women and setting up homes for women and measures for reducing in equalities faced by Socially and economically backward Groups. Empowerment of Muktyala in Krishna District of 20.00 50.94 Direct
Women Andhrapradesh
4. Ensuring environmental sustainability ecological balance conservation of Natural Resources and mainataining Quality of soil air water and Rural Development Environmental sustainability conservation of Natural 1. Muktyala in Krishna District of Andhrapradesh 5.00 2.22 Direct and in association with local
Resources and Rural development programmes 2. Macherla in Guntur District of Andhrapradesh panchayats and municipalities.
TOTAL 55.00 82.57

5. In case the Company has failed to spend the two percent of the average netprofi t of the last three fi nancial years or any part thereof the company shall providethe reasons for not spending the amount in its Board Report:

The unspent amount of Rs. 7.71 Lakhs for the year 2014-15 was spent during the year2015-16.

6. The implementation and monitoring of CSR Policy is in compliance with CSRobjectives and Policy of the Company.

ANNEXURE - 5

Statement containing salient features of the Financial statement of Subsidiaries /Joint ventures

FORM AOC-1

(Pursuant to fi rst proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Part "A" : Subsidiaries

1 Name of the subsidiary

KCP VIETNAM INDUSTRIES LIMITED

2 Reporting period for the subsidiary concerned if different from the holding company’s reporting period January to December
3 Reporting currency of foreign subsidiaries Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Vietnamese Dongs (VND) (‘000) 1 INR = 335.210 VND as on 31.03.2016 Indian Rs. Lakhs
4 Share Capital 545856275 8331.40
5 Reserves & Surplus 678015054 28179.18
6 Total Assets 1782614882 53179.05
7 Total Liabilities 558743553 16668.46
8 Investments - -
9 Turnover 1564563062 46011.15
10 Profi t before taxation 238246701 7230.56
11 Provision for taxation - -
12 Profi t after taxation 238246701 7230.56
13 Proposed Dividend - -
14 % of shareholding 66.667 66.667
Part "B" : Associates and Joint Ventures
Name of Joint Venture FIVES CAIL - KCP LIMITED
1 Latest Unaudited Balance Sheet Date 31st March 2016
2 Shares of Joint Venture held by the Company on the year end (No.) 400000
Amount of Investment in Joint Venture (Rs. Lakhs) 40.00
Extent of Holding % 40%
3 Description of how there is signifi cant infl uence There is signifi cant infl uence due to percentage (%) of Share Capital held.
4 Reason why the Joint Venture is not consolidated N.A.
5 Networth attributable to Shareholding as per latest unaudited Balance Sheet (Rs. Lakhs) 843.13
6 Profi t / (Loss) for the year
(i) Considered in Consolidation (Rs. Lakhs) 229.02
(ii) Not Considered in Consolidation -

 

(For and on behalf of the Board) As per our report annexed
for BRAHMAYYA & CO
Chartered Accountants
Firm Regn No.000513S
V.L. DUTT V.L. INDIRA DUTT KAVITHA D CHITTURI T.V. RAMANA
Chairman and Managing Director Joint Managing Director Executive Director Partner
(ICAI Memb. No.200523)
O. SWAMINATHA REDDY V. GANDHI G.N.MURTY Y. VIJAYAKUMAR
Director Technical Director Chief Financial Offi cer Company Secretary
Place: Chennai
Date: 27th May 2016

ANNEXURE - 6 Particulars of contracts / arrangements entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto.

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Details of contracts or arrangements or transactionsat Arm’s length basis.

SL. No. Name of the Relate Party Nature of relationship Nature of the transaction Value of the transaction (Rs. Lakhs)
1 KCP Vietnam Industries Limited Subsidiary company Sales and Services 14.97
2 Fives Cail KCP Limited Joint Venture Sales and Services 1979.69
3 Fives Cail KCP Limited Joint Venture Leasing of property 81.70
4 KCP Technologies Limited Associate Company Services 13.67
5 KCP Technologies Limited Associate Company Leasing of property 1.52
6 V R & Sons Private Limited Associate Company Leasing of property 0.15
7 Smt.V.L.IndiraDutt Joint Managing Director (JMD) Wife of Dr.V.L.Dutt and Mother of Kavitha D Chitturi ED of the Company. Lease rentals 56.60
8 Smt. S R V Rajyalakshmamma Mother of JMD Lease rentals 10.02
9 Smt.Uma.S.Vallabhaneni Sister of JMD Lease rentals 73.98
10 Smt.V.RamaKumari Sister of JMD Lease rentals 53.61
11 BalaTripurasundariAmmavaru Trust JMD is Trustee . Lease rentals 74.38
12 Sri.V.Chandrakumar Brother of JMD Lease rentals 33.36
13 Smt. KavithaDuttChitturi Executive Director and Daughter of CMD JMD Lease rentals 4.90

(a) Name of the related party and Nature of Relationship: As provided in the tableabove

b) Nature duration of the contract and particulars of the contract or arrangement.

(1) The transactions in Serial number 1 and 2 contract of Sales and Services includecontracts meant for expansion of our subsidiary company M/s KCP Vietnam Industries Limitedand other contracts of our Joint Venture Company M/s Fives Cail KCP Limited undertaken bythem at arm length prices.

(2) The transaction in Serial No.4 is relating to Consultation services proposed to berendered by our Associatecompany M/s KCP Technologies Limited of Engineering businessprocess services which includes documentation analysis and reporting.

(3) The transactions in serial numbers 3 5 and 6 are relating to leasing of offi cespace owned by the company at"Ramakrishna Buildings" 2 Dr.P.V.Cherian crescentEgmore Chennai-600008 to M/s Fives Cail KCP Limited (10500 sft) KCP TechnologiesLimited (300sft) and M/s V.Ramakrishna Sons Private Limited (30 sft) at Rs.35per sft permonth which is the rate prevailing in that area.

(4) The transactions in serial numbers 7 to 12 are relating to Lease Agreements enteredon 21st July 1972 (for aperiod of 90 years) with certain Land owners including the partiesmentioned in the table who are related parties for taking of lands at Muktyala on Leaseand the lease Rent is payable to all parties both related and un related as follows forthe purpose of mining Limestone:25% of the Annual Dead Rent payable to the Government or25% of the Royalty payable to the Government whichever is higher.

The Lands have been taken on lease 40 years earlier for which the Lease costs have beenminimal. If the Lease lands are not available the company would have to get the lands onlease from the Government and there were signifi cant costs and the obligationslike:Surrender of the land at the Present value computed earlier (as explained in ourearlier reports).

(c) Duration of the contracts / arrangements/transactions – From 11 months to 40years

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: As explained above.

(e) Date of approval by the Board: 22/05/2013

(f) Amount paid as advances if any: NIL

(g) Date on which the special resolution was passed in general meeting as requiredunder fi rst proviso to section188: 11/08/2014.

(h) Transaction in serial Number 13 is relating to mining at Muktyala on same termsand conditions as explained in (4) above approved by the Board of Directors on therecommendation of the Audit Committee of the Company and approved by the theShareholders at the Annual General Meeting held on 12/08/2015.

Place: Chennai (V.L. DUTT)
Date: 27th May 2016 Chairman and Managing Director

ANNEXURE - 7

Secretarial Audit Report

FOR THE FINANCIAL YEAR ENDED ON 31st MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To The Members THE KCP LIMITED

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by THE KCP LIMITED (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts / statutory compliances andexpressing my opinion there on.

Based on my verifi cation of the Company’s books papers minute books forms andreturns fi led and other records maintained by the Company and also based on informationprovided by the Company Its offi cers agents and authorised representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the fi nancial year ended on 31st March 2016 complied with astatutory provisions listed here under and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: I have examined the books papers minute books formsand returns fi led and other records maintained by THE KCP LIMITED for the fi nancial yearended on 31st March 2016 according to the provisions of:

I. The Companies Act 2013(the Act) and the rules made thereunder;

II. The Securities Contracts ( Regulation) Act 1956(‘SCRA’) and the rulesmade thereunder;

III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management act 1999 and the rules and regulation made thereunderto the extent of Foreign Direct Investment & Overseas Direct Investment. The companyhas no external commercial borrowings.

V. The following Regulations and Guidelines prescribed under the Security and ExchangeBoard of India Act 1992 (‘SEBI Act’ )viz.:-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) regulations 2009 – The Company has not issued any capital this year.

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) guidelines 1999 – Not Applicable

e. The Securities Exchange Board of India (Issue and Listing of Debt securities)Regulations2008 – Not Applicable

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board Of India ( Delisting of Equity shares)Regulations 2009 –Not Applicable and

h. The Securities and Exchange Board of India ( Buyback of Securities ) Regulations 1998 – Not Applicable VI. Sector Specifi c Laws as applicable to the CompanyNecessary licenses approvals required under the said acts have been obtained and arevalid for the period under review.

a. Mines Act 1952

b. Indian Boilers Act 1923 c. Environment Protection Act 1986

d. The Hazardous Waste ( Management Handling & Transboundary Movement ) Rules 2008

e. The Water ( Prevention and Control of Pollution) Act 1974

f. The Air ( Prevention and Control of Pollution) Act 1981

g. Legal Metrology Act 2009

h. Explosives Act 1884 VII. The Company has maintained the registers required to bemaintained under the following Laws and fi led the required returns:

a. Factories Act 1948

b. Payment of Gratuity Act 1972;

c. Employees Provident Fund and Miscellaneous Provisions Act 1952

d. Employees’ State Insurance Act 1948

e. Minimum wages Act 1948

f. Payment of wages Act 1936

g. Payment of Bonus(Amendment) Act2015

– Retrospective enhanced liability for payment of bonus fastened by the Payment ofBonus(Amendment) Act2015 for the accounting year 2014/15 has not been given effect to asthe Company has obtained a stay from High Court of Madras vide order dated 25th February2016 in respect of the retrospective liability.

h. The Contract Labour (Regulation and Abolition) Act 1970

i. The Industrial Employment (Standing orders) Act1946

j. The Apprentices Act 1961

k. The Employment Exchange (Compulsory Notifi cations of Vacancies) Act 1956 I havealso examined compliance with the applicable clauses of the following: SecretarialStandards issued by The Institute of Company Secretaries of India.

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

During the period under review the Company has complied with the provision of the ActRules Regulations Guidelines Standards etc. mentioned above as applicable to thecompany.

I further report that The Board of Directors is duly constituted with proper balanceof Executive Directors and Independent Directors. There was no change in the compositionof Board of Directors during the period under review.

Adequate notice was given to all Directors to schedule the Board Meetings; agenda anddetailed notes on agenda were sent at least 7 days in advance and a system exists forseeking and obtaining further information and clarifi cations on the agenda items beforethe meeting and for meaningful participation at the meeting.

All resolutions of the Board of Directors during the period under review were passedunanimously.

I further report that there are adequate systems and process in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.

Annexure ‘A’

The Members The KCPLimited

My report of even date is to be read along with this letter.

1 Maintenance of Secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onour audit.

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverifi cation was done on test basis to ensure that correct facts are refl ected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3 I have not verifi ed the correctness and appropriateness of fi nancial records andBooks of Accounts of the company.

4 Where ever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verifi cation of procedures on test basis.

6 The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor the efficacy or effectivenesswithwhichthemanagementhasconducted theaffairs of the company.

Place: Chennai sd/-:
Date: 27.05.2016 (Sobana Pranesh)
Company secretary in Practice
ACS No. 7915
C P No.: 2403