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Kamdhenu Ltd.

BSE: 532741 Sector: Metals & Mining
NSE: KAMDHENU ISIN Code: INE390H01012
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OPEN 241.00
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VOLUME 18220
52-Week high 290.50
52-Week low 83.75
P/E 45.80
Mkt Cap.(Rs cr) 597
Buy Price 0.00
Buy Qty 0.00
Sell Price 255.10
Sell Qty 41.00
OPEN 241.00
CLOSE 243.05
VOLUME 18220
52-Week high 290.50
52-Week low 83.75
P/E 45.80
Mkt Cap.(Rs cr) 597
Buy Price 0.00
Buy Qty 0.00
Sell Price 255.10
Sell Qty 41.00

Kamdhenu Ltd. (KAMDHENU) - Director Report

Company director report

To

The Members

Your Directors with pleasure present their 23rd Annual Report on the business andoperations of the Company and the Audited Financial Statements for the Financial Yearended 31st March 2017.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Particulars F.Y. 2016-17 F.Y. 2015-16
Gross Sales and Operating Revenues 86833.74 88537.93
Net Revenue from Operations 82547.53 84118.74
Other Income 35.08 47.93
Total Revenue 82582.61 84166.67
Total Expenses 81134.65 82925.76
Pro t before Tax 1447.96 1240.91
Tax Expenses 464.85 426.37
Pro t After Tax 983.11 814.54
Proposed Dividend 187.20 163.80
Tax on Proposed Dividend 38.11 33.35
Paid up Capital 2340.00 2340.00

2. DIVIDEND

The Board has recommended a dividend of Re.0.80 per equity share of Rs.10 each fullypaid up (8% of face value) for Financial Year 2016-17 amounting to Rs.187.20 lakhs.(excluding tax on dividend).

The payment of dividend is subject to the approval of the shareholders at the ensuingAnnual General Meeting of the Company.

The dividend if declared in the Annual General Meeting shall be paid on or before28th October 2017.

3. GENERAL RESERVES

The Company has not transferred any amount to the General Reserve for the financialyear ended 31st March 2017.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THEEND OF FINANCIAL YEAR AND DATE OF THIS REPORT

Your Directors would like to inform that no material changes and commitments haveoccurred between the end of the financial year under review and the date of this reportthat may adversely affect the financial position of the Company.

5. OPERATING RESULTS AND BUSINESS OPERATIONS AND STATE OF AFFAIRS OF THECOMPANY.

The Company has earned gross Sales and Operating Revenues of Rs.86834 Lakhs during thefinancial year 2016-17 registering a decline of 2% compared to last year. Decline inrevenues is mainly on account of decrease in the selling price of steel products.

Profit after tax increased by 21% to Rs.983 Lakhs in the financial year 2016-17compared to Rs.815 Lakhs in the financial year 2015-16 inspite of adverse marketconditions.

The tax expenses of the Company for current year are Rs.465 Lakhs as compared to Rs.426Lakhs in the previous year which comprises current year tax deferred tax and earlier yeartax.

The earnings per share for the year is Rs.4.20 as against Rs.3.48 in the previous year.

For details please refer Management Discussion and Analysis which forms part of thisreport.

6. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that helps to attract best externaltalent and promote internal talent to higher roles and responsibilities. The Companyproviding an open work environment fostering continuous improvement and development thathelped several employees realize their career aspirations during the year.

As a result the Company Human Resource function has strengthened its impact in itsday-today functioning and is raising its bar of excellence to ensure timely availabilityof necessary talent and capabilities and engage and help talent to perform sustainably.

The Company's Health and Safety Policy commits to provide a healthy and safe workenvironment to all employees. The Company's progressive workforce policies and benefitsvarious employee engagement and welfare have addressed stress management promoted worklife balance.

7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2016-17 there was no case filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. Detail policy is available in thewebsite of the Companyhttps://www.kamdhenulimited.com/Financial-Results/Sexual-Harassment-Policy.pdf

8. DOCUMENTS PLACED ON THE WEBSITE (www.kamdhenulimited.com)

The following documents have been placed on the website in compliance with theCompanies Act 2013 and other statutory requirements:

DETAILS OF UNPAID DIVIDEND AS PER IEPF (UPLOADING OF INFORMATION REGARDING UNPAID ANDUNCLAIMED AMOUNTS LYING WITH COMPANIES) RULES 2012

FINANCIAL STATEMENTS OF THE COMPANY ALONG WITH RELEVANT DOCUMENTS AS PER SECTION 136(1)OF THE COMPANIES ACT 2013

CODE OF CONDUCT AND WORK PLACE ETHICS

CODE OF CONDUCT FOR BOARD MEMBERS & SENIOR MANAGEMENT PERSONNEL

CODE OF PRACTICES & PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVEINFORMATION

CODE OF CONDUCT TO REGULATE MONITOR AND REPORT TRADING BY INSIDERS

RISK MANAGEMENT POLICY & PROCEDURES

NOMINATION AND REMUNERATION POLICY

POLICY ON RELATED PARTY TRANSACTIONS

WHISTLE BLOWER POLICY & VIGIL MECHANISM

POLICY ON SEXUAL HARASSMENT OF EMPLOYEES

CORPORATE SOCIAL RESPONSIBILITY POLICY

BOARD DIVERSITY POLICY

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

ARCHIVAL POLICY

POLICY ON PRESERVATION OF DOCUMENTS

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS AND INFORMATION

THE TERMS AND CONDITIONS OF APPOINTMENT OF THE INDEPENDENT DIRECTORS OF THE COMPANY

APPOINTMENT LETTER OF INDEPENDENT DIRECTORS

9. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013 AND SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 detailed report on Corporate Governance together with Auditors'Certificate thereon and Management Discussion and Analysis form part of the Annual Reportas a Annexure V & VI.

10. STATUTORY AUDITORS' SECRETARIAL AUDITORS' & COST AUDITORS' REPORT

STATUTORY AUDITORS AND THEIR REPORT

M/s S. Singhal & Co. Chartered Accountants (ICAI Firm Registration No. 001526C)Statutory Auditors shall be completing their tenure as the Company's Statutory Auditorsand shall hold office till the conclusion of ensuing 23rd Annual General Meeting (AGM).

On the recommendation of the Audit Committee the Board in its meeting held on 30thMay 2017 subject to the approval of the shareholders has recommended the appointment ofM/s B S D & Co Chartered Accountants (ICAI Firm Registration No. 000312S) as theStatutory Auditors of the Company for a term of five consecutive years w.e.f. conclusionof ensuing 23rd AGM till the conclusion of 28th AGM subject to ratification by theshareholders at every AGM. Accordingly the Resolution appointment of M/s B S D & CoChartered Accountants (ICAI Firm Registration No. 000312S) as the Company's StatutoryAuditors is placed for appointment by the shareholders . The Company has received acertificate from M/s B S D & Co Chartered Accountants (ICAI Firm Registration No.000312S) to the effect that their appointment if made shall be in accordance with theprovisions of Section 141 of the Companies Act 2013 and rules made thereunder.

The Board has duly examined the Statutory Auditors' Report to the accounts for theFinancial Year 2016-17 which is self-explanatory. Clarifications wherever necessaryhave been included in the Notes to Accounts section of the Annual Report. The Report doesnot contain any qualification reservation disclaimer or adverse remark.

No fraud have been reported under Section 143(2) of the Companies Act 2013 by theAuditors of the Company.

COST AUDITORS AND THEIR REPORT

The Company has received the consent and eligibility certificate that the appointmentif made shall be in accordance with the provision of Section 148 of the Companies Act2013. Accordingly the Board on the recommendation of the Audit Committee has approved theappointment of M/s K. G. Goel & Associates Cost Accountants as Cost Auditors forthe financial year ending 31st March 2018. The Cost Auditors will submit their report forthe financial year ending 31st March 2018 on or before the due date. Since theremuneration payable to the Cost Auditors is required to be ratified by the shareholdersthe Board recommends the same for rectification by shareholders at the ensuing AGM.

SECRETARIAL AUDITORS AND THEIR REPORT

The Company had appointed M/s Chandrasekaran Associates Company Secretaries toconduct its Secretarial Audit for the financial year ended 31st March 2017. TheSecretarial Auditors have submitted their report confirming compliance by the Company ofall the provisions of applicable corporate laws. The Report does not contain anyqualification reservation disclaimer or adverse remark. The Secretarial Audit Report isannexed as Annexure-IV to this report.

In compliance with Section 204 of the Companies Act 2013 the Company has re-appointedM/s Chandrasekaran Associates

Company Secretaries as Secretarial Auditor of the Company for the Financial Year2017-18.

11. INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed in terms of Section 134 of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 pertaining to the conservation of energy technology absorption and foreign exchange earnings and outgo to the extent possible inopinion of your directors and forming part of this Report is given in Annexure-I to thisReport.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has constituted theCorporate Social Responsibility (CSR) Committee of the Board of Directors. The compositionand terms of reference of the CSR Committee is provided in the Report on CorporateGovernance which forms part of this Report. The CSR Policy as recommended by the CSRCommittee and approved by the Board of Directors in pursuance of the provisions ofCompanies Act 2013 is uploaded on websitehttps://www.kamdhenulimited.com/Financial-Results/CSR-Policy.pdf. Further the AnnualReport on CSR activities in pursuance of Rule 8 of the Companies ( Corporate SocialResponsibility Policy) Rules 2014 describing inter-alia the initiatives taken by theCompany in implementation of its CSR Policy is enclosed as Annexure II and forms part ofthis Report.

13. BOARD EVALUATION

The performance evaluation of the Board its Committees and individual Directors wasconducted and the same was based on

questionnaire and feedback from all the Directors on the Board as a whole Committeesand self-evaluation.

Directors who were designated held separate discussions with each of the Directors ofthe Company and obtained their feedback

on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback the performance of every director wasevaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meetingof NRC also reviewed performance of Managing Director on goals (quantitative andqualitative) set at the beginning of the year.

A separate meeting of the independent directors ("Annual ID meeting") wasconvened which reviewed the performance of the Board (as a whole) the non-independentdirectors and the Chairman. After convening the Annual ID meeting the collective feedbackof each of the Independent Directors was discussed by the Chairman of the NRC with theBoard's Chairman covering performance of the Board as a whole; performance of thenon-independent directors and performance of the Board Chairman.

14. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits

from public was outstanding as on the date of the Balance Sheet.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Saurabh Agarwal and Mr. Sachin Agarwal Directors retiring by rotation in theensuing Annual General Meeting being eligible offered himself for reappointment. Briefresume nature of expertise details of directorships held in other companies of theDirectors proposed to be re-appointed along with their shareholding in the Company asstipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations isappended as an Annexure to the Notice of the ensuing AGM.

The Company in its Annual General Meeting held on 27th September 2016 approved theappointment of Mr. Satish Kumar Agarwal Mr. Sunil Kumar Agarwal Mr. Saurabh Agarwal andMr. Sachin Agarwal as Whole Time Directors of the Company for a term of three years andalso approved the remuneration payable to them. Besides this there was no change in thecomposition of the Board of Directors during the year.

16. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIESJOINT

VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review there is no such Company which has become or ceased to beCompany's subsidiary joint venture or

associate company.

The Company is not a subsidiary of any other Company.

17. SIGNIFICANT AND MATERIAL ORDERS

During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which may

impact the going concern status and future operations of the Company.

18. CHANGE IN NATURE OF BUSINESS

During the year there is no change in nature of business of the Company under review.

19. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 and the Rule 5(1)of Companies (Appointment

and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of theCompany.

a. Ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year

ended 31st March 2017

. Name of Director Designation Ratio to Median Remuneration
1. Mr.Satish Kumar Agarwal Chairman & Managing Director 23.24
2. Mr.Sunil Kumar Agarwal Whole Time Director 22.64
3. Mr.Saurabh Agarwal Whole Time Director 21.24
4. Mr.Sachin Agarwal Whole Time Director 21.24
5. Mr.Mahendra Kumar Doogar Independent Director 1.02
6. Mr.Radha Krishna Pandey Independent Director 0.92
7. Mr.Ramesh Chand Surana Independent Director 0.77
8. Mrs.Nishal Jain Independent Director 0.40

*Median Salary (Annual) of employees for the Financial Year 2016-17 is Rs.300360/-.

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the financial year ended31st March 2017.

Name of Director Designation % Increase in remuneration
1. Mr.Satish Kumar Agarwal Chairman & Managing Director 29.24
2. Mr.Sunil Kumar Agarwal Whole Time Director 28.77
3. Mr.Saurabh Agarwal Whole Time Director 28.87
4. Mr.Sachin Agarwal Whole Time Director 28.87
5. Mr.Mahendra Kumar Doogar Independent Director 38.64
6. Mr.Radha Krishna Pandey Independent Director 61.76
7. Mr.Ramesh Chand Surana Independent Director 6.98
8. Mrs.Nishal Jain Independent Director 33.33
9. Mr.Harish Kumar Agarwal Chief Financial Of cer 19.08
10. Mr. Jogeswar Mohanty Company Secretary 11.73

c. The percentage increase in the median remuneration of employees in the financialyear ended 31st March 2017 is 1.9%.

d. The number of permanent employees on the rolls of Company as on 31st March 2017 is761.

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: The averageincrease in salaries of employees other than managerial personnel in Financial Year2016-17 was 8.88 %. Percentage increase in the managerial remuneration for the year was28.95 %.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Through its compensation package the Companyendeavors to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process. The Company affirmsremuneration is as per the remuneration policy of the Company.

Particulars of Employees pursuant to the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) & 5(3) of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

20. EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company as provided under Sub-Section (3) ofSection 92 134(3)(a) and Rule 12 of Companies (Management And Administration) Rules 2014of the Companies Act 2013 in the prescribed Form MGT-9 is enclosed as Annexure III tothis report.

21. COMMITTEES OF BOARD NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

The Board of Directors met four (4) times during the previous financial year. As on31st March 2017 the Board has 8 (Eight) committees namely

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Borrowing Committee

Corporate Social Responsibility Committee

Allotment Committee

Share Transfer Committee

Management Committee

All the recommendations made by committees of Board were accepted by the Board. Adetailed update on the Board its composition detailed charter including terms andreference of various Board Committees number of Board and Committee meetings held duringFinancial Year 2016-17 and attendance of the Directors at each meeting is provided in theReport on Corporate Governance which forms part of this Annual Report.

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from Mr. Mahendra Kumar Doogar Mr.Radha Krishna Pandey Mr. Ramesh Chand Surana and Mrs. Nishal Jain Independent NonExecutive Directors of the Company under Section 149(7) of the Companies Act 2013 thathe/she continue to meet with the criteria of independence as prescribed under Section149(6) of the Companies Act 2013 and the relevant regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Further there has been nochange in the circumstances which may affect their status as Independent Director duringthe year. The Independent Directors have also confirmed that they have complied with theCompany's code of conduct.

TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN

. Name Age (Years) Designation Monthly Remunera tion (Rs.) Quali ca- tion Experience (Years) Date of commence ment of Employ ment Last Employ ment held/ Designa tion/ Period Nature of employment whether contractual or otherwise Percentage of equity shares held by the company in the company Whether the employee is relative of any director or manager of the company and if yes name of such director or manager
1. Mr. Satish Kumar Agarwal 68 Chairman & Managing Director 581600 B.E. (Mechanical) 46 Years 12.09.1994 Vikas Refractories Pvt. Ltd. Managing Director 12 Years As per appointment letter/Board resolution 5.48 1.Father of Mr. Saurabh Agarwal & Mr. Sachin Agarwal
2. Brother of Mr. Sunil Kumar Agarwal
2. Mr. Sunil Kumar Agarwal 60 Whole Time Director 566600 B.E. (Chemical) 32 Years 01.01.2003 Family Business As per appointment letter/Board resolution 5.54 Brother of Mr. Satish Kumar Agarwal
3. Mr. Saurabh Agarwal 43 Whole Time Director 531600 B.E. (Mechanical ) 18 Years 01.08.1998 NA As per appointment letter/Board resolution 2.46 1.Son of Mr. Satish Kumar Agarwal
2. Brother of Mr. Sachin Agarwal
4. Mr. Sachin Agarwal 39 Whole Time Director 531600 B.Tech. (Industrial Engineering & Management) MBA 13 Years 01.04.2004 NA As per appointment letter/Board resolution 2.88 1.Son of Mr. Satish Kumar Agarwal 2. Brother of Mr. Saurabh Agarwal
5. Mr. Raj Kumar Srivastava 47 NATIONAL HEAD - MKT 400798 B.Com - 1989 23 Years 01.09.2007 Worked with Acro Paints as Factory Manager for 16 Years Permanent NIL NO
6. Mr. Valiveti Nageswara Rao 57 G.M - SALES & MARKE TING 230900 B.COM - 1980 30 YEARS 23.01.2015 Worked with Nippon Paints India Private Limited as AGM-Sales & Marketing for 9 Years. Permanent NIL NO
7. Mr. Shailendra Veer 43 G.M - SALES & MARKE TING 228500 MASTER IN MARKE TING IN ECO NOMICS & MGT1997 18 YEARS 03.02.2015 Worked with Onduline India as Country Head for 2 Years. Permanent NIL NO
8. Mr. Vijay Kishore Asthana 45 D.G.M - SALES & MARKETING 171502 PGDM - Sales & Marketing- 1995 20 YEARS 12.07.2013 Worked with Esdee Paints Limited as GM-Sales & Marketing for 6 years. Permanent NIL NO
9. Mr. Harish Kumar Agarwal 49 CFO & HEAD- LEGAL 167966 B.Com C.A-1993 25 YEARS 01.07.2006 Worked with Penam Leboratories Limited as GM-Finance for 8 Years. Permanent NIL NO
10. Mr. Puneet Kumar 43 D.G.M - SALES & MARKETING 150668 PGDBM FROM IMT -2010 20 YEARS 04.10.2011 Worked with Berger Paints as Sr. Technical Of cer for 3 Years Permanent NIL NO

 

Employed throughout the year and in receipt of remuneration not less than Rs.102 Lakhs NIL
Employed throughout the year and in receipt of remuneration not less than Rs. 8.50 Lakhs per month. NIL
Employees in the company who employed throughout the nancial year or part thereof was in receipt of remuneration in that year which in the aggregate or as the case may be at a rate which in the aggregate is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the company NIL

23. COMPANY'S POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under Section 178(3) of the Companies Act 2013 are available in websiteof the Company under the heading investor zone at www.kamdhenulimited.com. Furtherinformation about elements of remuneration package of individual Directors is provided inthe extract of Annual Return in Form MGT-9 enclosed as Annexure-III to this Report.

We affirm that remuneration paid to the Directors is as per the terms laid out in theNomination and Remuneration Policy of the Company.

The Nomination and Remuneration Policy as approved and adopted by Nomination andRemuneration Committee and the Board of Directors of the Company enumerating the criterialaid down for appointment evaluation and remuneration of Directors and key managerialpersonnel determining qualifications positive attributes and independence of Directorsand/ or key managerial personnel is available in the website of Companyhttps://www.kamdhenulimited.com/Financial-Results/Nomination-Remuneration-Policy.pdf.

24. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated Code of Conduct for the Boardmembers and senior management personnel of the Company so that the Company's business isconducted in an efficient and transparent manner without having any conflict of personalinterests with the interests of the Company. All the members of the Board and seniormanagement personnel have affirmed compliance with the Code of Conduct.

Declaration by the Chairman & Managing Director

It is hereby declared that the Company has obtained from each individual member ofthe Board of Directors and the Senior Management confirming that none of them has violatedthe conditions of the said Code of Conduct.

25. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term "relative"as per Section 2(77) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Details given in Corporate Governance Reportforming part of this Annual Report.

26. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year under review the Company has not made any loans or guarantee orprovided any security or made any investments pursuant to the provisions of Section 186 ofthe Companies Act 2013 read with Rules made thereunder.

27. TRANSACTIONS WITH RELATED PARTIES

The Company has not entered into any transaction with related party as mentioned inSection 188 of the Companies Act 2013. Accordingly there is no transaction whichrequired to be reported in Form AOC-2.

28. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has in place adequate tools procedures and policies ensuring orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed. A brief note on information aboutinternal financial control systems and its adequacy is set out in the ManagementDiscussion & Analysis Report which forms part of this Annual Report.

29. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis.

30. ANNUAL BOARD EVALUATION AND FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

A note on the familiarisation programme adopted by the Company for orientation andtraining of the Directors and the Board evaluation process undertaken in compliance withthe provisions of the Companies Act 2013 and the Listing Regulations is provided in theReport on Corporate Governance which forms part of this Annual Report.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Code of Conduct and vigil mechanism applicable to Directors and Senior Managementof the Company is available on the Company's website www.kamdhenulimited.com.

A brief note on the highlights of the Whistle Blower Policy and compliance with Code ofConduct is also provided in the Report on Corporate Governance which forms part of thisAnnual Report.

32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

33. DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(5) OF THE COMPANIES ACT 2013

Pursuant to the requirement of Section 134(5) of the Companies Act 2013 yourDirectors to the best of their knowledge and belief confirm that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

Explanation: For the purposes of this clause the term "internal financialcontrols" means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information;

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

34. ACKNOWLEDGEMENTS

Your Directors wish to convey their sincere appreciation and gratitude to businessassociates for their support and contribution during the year. Your Directors also extendtheir appreciation to the employees shareholders stakeholders customers suppliersalliance partners and bankers for the continued support given by them to the Company andtheir confidence reposed in the management.

We look forward to their continued support in future.

BY ORDER OF THE BOARD OF DIRECTORS

Dated : 30th May 2017 (Satish Kumar Agarwal) (Sunil Kumar Agarwal)
Place : Gurgaon Chairman & Managing Director Whole Time Director
DIN - 00005981 DIN - 00005973

PARTICULARS AS PER SECTION 134 OF THE COMPANIES ACT 2013 READ WITH RULE 8(3) OF THECOMPANIES

(ACCOUNTS) RULES 2014

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

The operations of the Company being manufacturing require extensive consumption ofelectricity. The Company ensures that all possible measures are taken to conserve energyincluding identification of potential areas of saving energy installation of energyefficient equipments.

Steps taken by the Company for utilizing alternate sources of energy:

The Company had commissioned two wind power projects of 1.25 MW and 0.60 MW atJaisalmer (Rajasthan) in the year 2006

and 2007 having least expensive and eco-friendly source of energy.

Capital investment on energy conservation equipments: NIL

TECHNOLOGY ABSORPTION

The Company had launched Kamdhenu SS 10000 TMT bar in 2013. Kamdhenu SS 10000 is theonly product in its class featuring double ribs double strength and double safety. Itgives 254% more strength to the bonding of concrete and steel and it also has the capacityto create performance of concrete upto 10000 Psi with right mixture of concrete. Thetechnology for manufacturing of Kamdhenu SS 10000 TMT bar had been developed with thetechnical know-how from U.K.

Benefits derived:

Benefits derived as a result of the above efforts is the improvement in the quality ofthe product increase in the margins of the

Company and helps in positioning of the brand Kamdhenu in the premium segment.

Imported technology:

Kamdhenu SS 10000 has been developed by Kamdhenu Limited for which it had entered intothe Technical Know-How Sharing Agreement with Knightsbridge Resources Limited 67 ChandosAvenue London-W54EP United Kingdom. The above technology is imported during the year2013-14. This technology is fully absorbed.

The expenditure incurred on Research and Development is Rs.5266097/-.

FOREIGN EXCHANGE EARNING AND OUTGO

The Company has not earned any foreign exchange during the year under review.

The Company has incurred foreign exchange outgo of Rs.622580/- towards the foreigntraveling and spare parts for maintenance of machinery.