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Kamdhenu Ltd.

BSE: 532741 Sector: Metals & Mining
NSE: KAMDHENU ISIN Code: INE390H01012
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OPEN 214.95
PREVIOUS CLOSE 207.10
VOLUME 3057
52-Week high 239.00
52-Week low 66.00
P/E 42.77
Mkt Cap.(Rs cr) 491
Buy Price 210.00
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00
OPEN 214.95
CLOSE 207.10
VOLUME 3057
52-Week high 239.00
52-Week low 66.00
P/E 42.77
Mkt Cap.(Rs cr) 491
Buy Price 210.00
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00

Kamdhenu Ltd. (KAMDHENU) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 22nd Annual Report on the business andoperations of the Company along with Audited Financial Statements forthe Financial Yearended March 312016.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Rs. In Lacs

Particulars 2015-16 2014-15 j
Gross Sales and Operating Revenues 88537.93 101107.94
Net Revenue from Operations 84118.74 96799.32
Other Income 47.93 38.05
Total Revenue 84166.67 96837.37
Total Expenses 82925.76 95647.36
Profit before Tax 1240.91 1190.01
Tax Expenses 426.37 387.35
Profit After Tax for the year 814.54 802.66
Appropriations
Proposed Dividend 163.80 163.80
Tax on Proposed Dividend 33.35 33.35
Paid up Capital 2340 2340

2. DIVIDEND

Your Directors are pleased to recommend for approval of the Members a dividend ofRe.0.70 per equity share of Rs.10/- each fully paid-up of the Company for the financialyear 2015-16. The total cash outflow on account of dividend on equity shares for thefinancial year 2015-16 would aggregate to Rs.197.15 Lacs including Dividend DistributionTax. The dividend if declared in the Annual General Meeting shall be paid on or before27th October 2016.

3. TRANSFER TO RESERVES

During the financial year 2015-16 Company has not transferred any amount to reserves.

4. MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitments effecting the financial position of thecompany which have occurred during the financial year 2015-16 of the company to which thefinancial statement relates and the date of this report.

5. OPERATING RESULTS AND BUSINESS OPERATIONS

The Company has achieved gross Sales and Operating Revenues of Rs.88538 Lacs during thefinancial year 2015-16 registering a decline of 12% compared to last year. Decline inrevenues is mainly on account of decrease in the selling price of steel products.

The operating profit (profit after tax) increased by 1.5% i.e. Rs.815 Lacs in financialyear 2015-16 compared to Rs.803 Lacs in financial year 2014-15 inspite of adverse marketconditions.

The yearly sale under steel division has been declined by 19% as compared to theprevious year as the total sales have been declined to Rs.68468 Lacs from Rs. 84607 Lacsmainly due to fall in selling prices.

Despite cut throat competition from the big players in the market the yearly turnoverof paint division of the Company registered a growth of 22% as compared to the previousyear and touched to Rs.20005 Lacs from Rs.16413 Lacs in previous year. The company hasbeen constantly involved in establishing the extensive marketing network brand promotionlucrative discount and rebate schemes to further enhance the performance of paintsdivision of the company. The Paint Division is at present operating from 32 sales depotsacross the country.

The Power division of the Company has generated a revenue of Rs. 66 Lacs during thefinancial year under review as against Rs. 87 Lacs previous year resulting decline by 24%.The decline in revenue is due to continuous break down of the wind turbines and localsecurity problems which has already been rectified by the AMC agency.

Overall Gross block as at 31 st March 2016 has increased to Rs.7817 Lacs as comparedto Rs.7409 Lacs as at 31 st March 2015. Addition to gross block is mainly on account ofacquisition of tinting machines in the paint division and additions in plant andmachinery.

The tax expenses of the Company for current year are Rs.426 Lacs as compared to Rs.387Lacs in the previous year which comprises current yeartax deferred tax andearlieryeartax.

The earnings per share for the year is Rs.3.48 as against Rs.3.43 in the previous year.

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. KAMDHENU peopleare centric focus providing an open work environment fostering continuous improvement anddevelopment that helped several employees realize their career aspirations during theyear.

Asa result KAMDHENU HR function has strengthened its impact in its day-to-dayfunctioning and is raising its bar of excellence to ensure timely availability ofnecessary talent and capabilities and engage and help talent to perform sustainably.

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 (PREVENTION PROHIBITIONAND 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 year2015-16 the Company has not received any complaints on sexual harassment and also nocomplaint is pending on sexual harassment.

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 regardingunpaid and unclaimed amounts lying with companies) Rules 2012

• Corporate Social Responsibility Policy as perSection 135(4)(a)

• Financial Statements of the Company along with relevant documents as per Section136(1)

• Details of the Vigil Mechanism as perSection 177(10)

• The terms and conditions of appointment of the independent directors as perSchedule IV.

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 Corporate Governance Report and Management Discussion and Analysisreport are attached and form part of the Annual Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:

a) In the preparation of the annual accounts for the financial year 2015-16 theapplicable accounting standards have been followed and there are no material departures;

b) we have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company forthe financial year;

c) we have taken proper and sufficient care to the best of their knowledge and abilityfor the maintenance of adequate accounting records in accordance with the provisions ofthe Act. They confirm that there are adequate systems and controls for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) we have prepared the annual accounts on a going concern basis;

e) we have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and operating properly; and

f) we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

11. STATUTORY AUDITORS' SECRETARIAL AUDITORS'AND COST AUDITORS' REPORT

There are no qualifications reservations or adverse remarks ordisclaimers in theStatutory Auditors' Secretarial Auditors' and Cost Auditors' Reports.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules 2014are set out as Annexure-I to this Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy of the Company and the details about the initiatives taken by theCompany on CSR during the year as per the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 and Annual Report on CSR activities have been disclosed in Annexure-llto this Report. Further details of composition of the Corporate Social ResponsibilityCommittee and other details are provided in the Corporate Governance Report which formspart of this report.

14. 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 onthe Board as a whole Committees and self-evaluation.

Directors who were designated held separate discussions with each of the Directors ofthe Company and obtained theirfeedback on overall Board effectiveness as well as each ofthe 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 N RC with theBoard's Chairman covering performance of the Board as a whole; performance of thenon-independent directors and performance of the Board Chairman.

15. 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 theBalance Sheet.

16. DIRECTORS AND KEYMANAGERIALPERSONNEL

Mr. Sunil Kumar Agarwal director retiring by rotation in the ensuing Annual GeneralMeeting being eligible offered himself forthe reappointment.

Besides this there was no change in the composition of the Board of Directors duringthe year.

17. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIESJOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year there is no such company which has become or ceased to be Company'ssubsidiary joint venture or associate company under review.

18. SIGNIFICANT AND MATERIAL ORDERS

During the year under review there are no significant or material orders passed by theregulators or courts or tribunals Impacting the going concern status and company'soperations in future.

19. CHANGE IN NATURE OF BUSINESS

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

20. AUDITORS

M/sS. Singhal &Co. Chartered Accountants E-127 Industrial Area Bhiwadl(Rajasthan) the Statutory Auditors of the Company having registration number 001526Cwith the Institute of Chartered Accountants of India retiring at the conclusion of theensuing Annual General Meeting and being eligible offer themselves for re-appointment asStatutory Auditors of the Company for the Financial Year 2016-17. The Company has receiveda letter dated May 102016 for their re-appointment if made would be within the limitprescribed under Section 139 and 141 of the CompaniesAct 2013.

21. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rule 5(1) of Companies(Appointment and Remuneration) Rules 2014 in respect of employees of the Company.

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year2015-16:

S.No. Name of Director Designation Ratio to Median Remuneration
1. Mr.Satish Kumar Agarwal Chairman & Managing Director 18.32
2. Mr.Sunil Kumar Agarwal Whole Time Director 17.91
3. Mr.Saurabh Agarwal Whole Time Director 16.79
4. Mr.Sachin Agarwal Whole Time Director

16.79

5. Mr.Mahendra Kumar Doogar Independent Director 0.75
6. Mr.Radha Krishna Pandey Independent Director 0.58
7. Mr.Ramesh Chand Surana Independent Director 0.73
8. Mrs.Nishal Jain Independent Director 0.31

’Median Salary (Annual) of employees for the Financial Year 2015-16 isRs.294768/-.

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the financial year2015-16:

S.No. Name of Director Designation % Increase in remuneration
1. Mr.Satish Kumar Agarwal Chairman & Managing Director 35.70
2. Mr.Sunil Kumar Agarwal Whole Time Director 34.72
3. Mr.Saurabh Agarwal Whole Time Director 34.54
4. Mr.Sachin Agarwal Whole Time Director

34.54

5. Mr.Mahendra Kumar Doogar Independent Director 91.30
6. Mr.Radha Krishna Pandey Independent Director 30.77
7. Mr.Ramesh Chand Surana Independent Director 258.33
8. Mrs.Nishal Jain Independent Director 80.00
9. Mr.Harish Kumar Agarwal Chief Financial Officer 8.32
10. Mr. Jogeswar Mohanty Company Secretary 24.96

c. The percentage increase in the median remuneration of employees in the financialyear 2015-16 is 6.43%.

d. The number of permanent employees on the rolls of company as on 31 st March 2016are 655.

e. The explanation on the relationship between average increase in remuneration andcompany performance: On an average employees received an increase of 17.02% inremuneration. The increase in remuneration is in line with the market trends.

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

Particulars Amount in Rs.
Remuneration of Key Managerial Personnel (KMP) during financial year 2015-16 (Aggregated) 23069276
Revenue from operations 8411874402
Remuneration (as % of revenue) 0.27%
Profit before tax (PBT) 124091559
Remuneration (as % of PBT) 18.59%

g. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year:

Particulars Unit As at 31st Mar 16 As at 31st Mar 15 Variation
Closing rate of share at BSE Rs. 44.50 41.90 6.20%
EPS (Consolidated) Rs. 3.48 3.43 1.48%
Market Capitalization Rs. in Lac 10413 9805 6.20%
Price Earnings ratio(PE Ratio) ratio 12.79 12.22 4.66%

h. 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 average increase in salaries of employees other than managerial personnel in2015-16 was 17.02%. Percentage increase in the managerial remuneration forthe year was32.17%.

i. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company.

Name of KMP Designation Remuneration in Rs. Revenue in Rs. Remuneration (as % of revenue) Profits before tax (PBT) in Rs. Remuneration (as % of PBT)
Mr.Satish Kumar Agarwal CMD 5400000 8853792746 0.0609 124091559 4.3516
Mr.Sunil Kumar Agarwal WTD 5280000 8853792746 0.0596 124091559 4.2549
Mr.Saurabh Agarwal WTD 4950000 8853792746 0.0559 124091559 3.9889
Mr.Sachin Agarwal WTD 4950000 8853792746 0.0559 124091559 3.9889
Mr.Harish Kumar Agarwal CFO 1728260 8853792746 0.0195 124091559 1.3927
Mr.Jogeswar Mohanty CS 761016 8853792746 0.0086 124091559 0.6133

j. The key parameters for any variable component of remuneration availed by thedirectors: Not applicable

k. 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: Not applicable

l. Affirmation that the remuneration is as perthe 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 perthe remuneration policy of the Company.

The information required under Section 197 of the Act and the Rule 5(2) of Companies(Appointment and Remuneration) Rules 2014 in respect of employees of the Company is asfollows:-

Employee in the Company in receipt of remuneration aggregating more than Rs.6000000 per annum being employed throughout the financial year and Rs.500000 or more per month being employed for part of the year. NIL
Employees in the Company who employed throughout the financial 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

22. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 (the "Act") in the prescribed Form MGT-9 is enclosedas Annexure III to this report.

23. NUMBEROFMEETINGSOFTHEBOARD

Four (4) meetings of the Board of Directors of the Company were held during the year.For details of the meetings please refer to the Corporate Governance Report which formspart of the Annual Report.

24. INDEPENDENT DIRECTORS' DECLARATION

The Company has received necessary declaration from Mr. Mahendra Kumar Doogar Mr.Radha Krishna Pandey Mr. Ramesh Chand Surana and Mrs. Nishal Jain Independent Directorsof the Company under Section 149(7) of the Companies Act 2013 that he/she meets thecriteria of independence laid down under Section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI(Listing Obligations and Disclosure Requirements) regulations 2015.Further there has been no change in the circumstances which may affect their status asindependent director during the year.

25. COMPANY'S POLICYOF DIRECTORS'APPOINTMENT AND REMUNERATION

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 Act are available in website of the companyunder the heading investor zone at www.kamdhenulimited.com.Further information about elements of remuneration package of individual directors isprovided in the extract of Annual Return in Form MGT-9 enclosed as Annexure-lll tothis Report.

We affirm that remuneration paid to the Directors is as per the terms laid out in thenomination and remuneration policy of the Company.

26. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 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 of theBoard of Directors and the Senior Management confirming that none of them has violated theconditions of the said Code of Conduct.

27. 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 Act and SEBI (Listing Obligations and Disclosure Requirements)regulations 2015. Details given in Corporate Governance Report forming part of thisreport.

28. 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.

29. TRANSACTIONS WITH RELATED PARTIES

The Company has not entered into any transaction with related party as mentioned inSection 188 of the Companies Act 2013. Hence Section 188(1) is not applicable to theCompany.

30. INTERNALCONTROLSYSTEMANDTHEIRADEQUACY

The information about internal control systems and their adequacy is set out in theManagement Discussion & Analysis Report which is attached and forms part of thisReport.

31. 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.

32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance Report which forms part of the AnnualReport.

33. VIGIL MECHANISM

The Company has established a vigil mechanism for adequate safeguards againstvictimization of directors and employees of the Company. For details please refertotheCorporate Governance Report attached to the Annual Report.

34. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

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

35. ACKNOWLEDGMENTS

The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers suppliers alliance partners and bankers for thecontinued support given by them to the Company and their confidence reposed in themanagement.

BY ORDER OF THE BOARD OF DIRECTORS

Dated : 27.05.2016 (Satish Kumar Agarwal) (Sunil Kumar Agarwal)
Place: New Delhi Chairman & Managing Director Whole Time Director
DIN-00005981 DIN-00005973

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules 2014are as follows:

A. CONSERVATION OF ENERGY

i. 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.

ii. 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 year2006 and 2007 having least expensive and eco-friendlysource of energy.

iii. Capital investment on energy conservation equipments: NIL

B. TECHNOLOGY ABSORPTION

i. Efforts made towards technology absorption:

The Company has launched Kamdhenu SS10000 TMT bar in 2013. Kamdhenu SS10000 is the onlyproduct in its class featuring double ribs double strength and double safety. It gives254% more strength to the bonding of concrete and steel and it also has the capacity tocreate 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.

ii. 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 brandKamdhenu in the premium segment.

iii. Imported technology:

a. Kamdhenu SS 10000 has been developed by Kamdhenu Limited for which it had enteredinto the Technical Know- How Sharing Agreement with Knightsbridge Resources Limited 67Chandos Avenue London-W54EP United Kingdom

b. The above technology is imported during the year 2013-14.

c. This technology is fully absorbed.

iv. The expenditure incurred on Research and Development is Rs. 3985610.

C. 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. 657534 towards the foreigntraveling.

Annexure-ll

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of theCompanies (Corporate Social

Responsibility) Rules 2014]

Pursuant to Section 135 of the Companies Act 2013 CSR Committee was constituted on29th May 2014.

A. BRIEF OUTLINE

CSR objective of the Company is Ensuring socio-economic development of the communitythrough different participatory and need based initiatives in the best interest of thepoor and deprived sections of the society so as to help them to become SELF-RELIANT andbuild a better tomorrow forthemselves.

Complete CSR policy of the Company is available in the website of the Companyatwww.kamdhenulimited.com

B. COMPOSITION OF CSRCOMMITTEE

The committee comprises of Mr. Satish Kumar Agarwal as Chairman Mr. Sunil KumarAgrawal and Mr. Mahendra Kumar Doogaras Members of the Company.

C. TERMS OF REFERENCE

• To formulate and recommend to the Board a CSR Policy and the activities to beundertaken by the Company as per Schedule VII of the Companies Act 2013;

• To recommend amount of expenditure on CSR activities;

• To monitor CSR Policy of the company.

During the year two CSR Committee meeting was held on 11.08.2015 and 13.02.2016.

Details of CSR spent during the financial year:

• Totalamounttobespentinthefinancialyear: Rs. 1906354/-.

• Amount unspent ifany: Rs. 1906354/-.

Reasons for not spending the two percent of the average net profit of the last threefinancial years is being that the Company is in process of finding suitable CSR projectwhich will be most beneficial for the public at large and same shall be done in thecurrent financial year 2016-17.

RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 Mr. Satish Kumar AgarwalChairman & Managing Director and Chairman of CSR Committee do confirm that theimplementation and monitoring of CSR policy shall be in compliance with the CSRobjectives and policy of the Company.

Annexure-lll

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company

(Management & Administration) Rules 2014

I. REGISTRATION & OTHER DETAILS:

1. CIN L27101DL1994PLC134282
2. Registration Date 12/09/1994
3. Name of the Company Kamdhenu Limited (Formerly known as Kamdhenu Ispat Limited)
4. Category/Sub-category of the Company Company Limited by shares
5. Address of the Registered Office & L-311 Khasra No.724 Street No.7 Mahipalpur
contact details Extention New Delhi-110037 Phone: 011-65493417
E-mail: kamdhenu@kamdhenulimited.com
Website: www.kamdhenulimited.com
6. Whether listed company Yes
7. Name Address & Contact details of the Registrar & Transfer Agent if any. M/s Karvy Computershare (P) Limited Karvy Selenium Tower B Plot number 31 & 32
Financial District Nanakramguda Serilingampally Mandal
Hyderabad - 500032 India
Tel.: 040 6716 1518 Mob.: 9866515032
E-mail: mailmanager@karvy.com suresh.d@karvy.com
www.karvycomputershare.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10% or more of the total turnover of the company shall be stated):

Sr No Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1. TMT Steel 27151 77.33
2. Paints 24222 22.59

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

1 Sr No Name and Address of the Company CIN/GNL Holding/ Subsidiary/ Associate %of shares held

Applicable Section

1.

NA

NA NA 0 0

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity):

i) Category-wise Share Holding:

Cate gory Code Category of Shareholders

No. of Shares held at the beginning of the year 01/04/2015

No. Of Shares Held At The End Of The Year 31/03/2016

Demat Total % of Total Shares Demat Physi cal Total % of Total Shares
(1) (II)

MUM

(IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(A) Promoters and Promoters Group
(1) Indian
(a) Individual/ HUF 8486742 0 8486742 36.27 8486742 0 8486742 36.27 0.00
(b) Central Govt./ State Govt. 0 0 0 0.00 0 0 0 0.00 0.00
(c) Bodies Corporate 7704018 0 7704018 32.92 7804145 0 7804145 33.35 0.43
(d) Financial Inst./ Banks 0 0 0 0.00 0 0 0 0.00 0.00
(e) Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(1) 16190760 0 16190760 69.19 16290887 0 16290887 69.62 0.43
(2) Foreign
(a) Individuals (NRIs/ Foreign Individuals) 0 0 0 0.00 0 0 0 0.00 0.00
(b) Bodies Corporate

0

0

0

0.00

0

0

0

0.00

0.00

(c) Institutions

0

0

0

0.00

0

0

0

0.00

0.00

(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(e) Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total A(2) 0 0 0 0.00 0 0 0 0.00 0.00
Total A=A(1)+A(2) 16190760 0 16190760 69.19 16290887 0 16290887 69.62 0.43
(B) Public Shareholding
(D Institutions 0 0 0 0.00 0 0 0 0.00 0.00
(a) Mutual Funds/UTI 0 0 0 0.00 0 0 0 0.00 0.00
(b) Financial Institutions /Banks 700 0 700 0 700 0 700 0.00 0.00
(c) Central Govt. / State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0.00
(d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
(f) Foreign Institutional Investors 0 0 0 0.00 0 0 0 0.00 0.00
(1) (II) IW (IV)

(V)

(VI)

(VII)

(VIII)

(IX)

(X)

(XI)
(g) Foreign Venture Capital Investors 0 0 0 0.00 0 0 0 0.00 0.00
(h) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(i) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(1)

700

0

700

0.00

700

0

700

0.00

0.00

(2) NON-INSTITUTIONS
(a) Bodies Corporate 1074609 0 1074609 4.59 890704 0 890704 3.81 -0.78
(b) Individuals
(i) Individuals holding nominal share capital upto Rs.1 lakh 3133192 7208 3140400 13.42 3189661 7143 3196804 13.66 0.24
(ii) Individuals holding nominal share capital in excess of Rs.1 lakh 2938445 0 2938445 12.56 2929606 0 2929606 12.52 -0.04
(c) Others
CLEARING MEMBERS 9099 0 9099 0.04 22226 0 22226 0.09 0.05
NON RESIDENT INDIANS 45987 0 45987 0.20 69073 0 69073 0.30 0.10
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(2): 7201332 7208 7208540 30.81 7101270 7143 7108413 30.38 -0.43
Total B=B(1)+B(2): 7202032 7208 7209240 30.81 7101970 7143 7109113 30.38 -0.43
Total (A+B) : 23392792 7208 23400000 100.0 23392857 7143 23400000 100.00 0.00
(C) Shares held by custodians against which Depository Receipts have been issued
(1) Promoter and Promoter Group
(2) Public 0 0 0 0.00 0 0 0 0.00 0.00
GRAND TOTAL (A+B+C): 23392792 7208 23400000 100.0 23392857 7143 23400000 100.00 100.00

li) Shareholding of Promoter

Sr. No. Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the company %of Shares pledged/ encumbered to total shares No. of Shares % of total Shares of the company %of Shares pledged/ encumbered to total shares % change in shareholding during the year
1. Kamdhenu Overseas Limited 2999873 12.82 0 3050000 13.03 0 0.21
2. Kamdhenu Paint Industries Ltd. 1501701 6.42 0 1521801 6.50 0 0.09
3. Kamdhenu Concast Limited 1413510 6.04 0 1428510 6.10 0 0.06
4. Sunil Kumar Agarwal 1295292 5.54 0 1295292 5.54 0 0
5. Satish Kumar Agarwal 1281842 5.48 0 1281842 5.48 0 0
6. Sarita Agarwal 1354450 5.79 0 1354450 5.79 0 0
7. Shafali Agarwal 763842 3.26 0 763842 3.26 0 0
8. Sachin Agarwal 673719 2.88 0 673719 2.88 0 0
9. Kamdhenu Infradevelopers Limited

600000

2.56

0

614900

2.63

0

0.07

10. Kamdhenu Nutrients Private Limited 600000 2.56 0 600000 2.56 0 0
11. Kay2 Steel Limited 588934 2.52 0 588934 2.52 0 0
12. Saurabh Agarwal 576500 2.46 0 576500 2.46 0 0
13. Radha Agarwal 541877 2.32 0 541877 2.32 0 0
14. Satish Kumar Agarwal (HUF) 365900 1.56 0 365900 1.56 0 0
15. Shatul Agarwal 337700 1.44 0 337700 1.44 0 0
16. Sunil Kumar (HUF) 300280 1.28 0 300280 1.28 0 0
17. Shivani Agarwal 255235 1.09 0 255235 1.09 0 0
18. Priyanka Agarwal 244129 1.04 0 244129 1.04 0 0
19. Ishita Agarwal 210716 0.90 0 210716 0.90 0 0
20. Somya Agarwal 144660 0.62 0 144660 0.62 0 0
21. Ayush Agarwal 90600 0.39 0 90600 0.39 0 0
22. Ayush Agarwal(HUF) 50000 0.21 0 50000 0.21 0 0
Total 16190760 69.19 0 16290887 69.62 0 0.43

iii) Change in Promoters' Shareholding (please specify if there is no change):

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company Date Increase/ Decrease in share holding Reason No. of shares % of total shares of the company
Opening Balance 16190760 69.19 31.03.15 - - 16190760 69.19
Purchase - - 07.10.15 12766 Transfer 16203526 69.25
Purchase - - 12.10.15 37361 Transfer 16240887 69.41
Purchase - - 13.10.15 20100 Transfer 16260987 69.49
Purchase - - 13.10.15 15000 Transfer 16275987 69.56
Purchase - - 15.10.15 14900 Transfer 16290887 69.62
Closing Balance - - 31.03.16 - - 16290887 69.62

iv) Shareholding Pattern of Top Ten Shareholders (Otherthan Directors Promotersand Holders of GDRs and ADRs):

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders

No. of shares

% of total shares of the company Date Increase/ Decrease in share holding Reason

No. of shares

% of total shares of the company
1. Pradeep Kumar Garg

476391

2.04 01.04.15 0 NA

476391

2.04
Closing Balance

-

- 31.03.16 - -

476391

2.04
2. Sangeetha S

348190

1.49 01.04.15 0 NA

348190

1.49
Closing Balance

-

- 31.03.16 - -

348190

1.49
3. Indian Securities Ltd.

266330

1.14 01.04.15 0 NA

266330

1.14
Closing Balance

-

- 31.03.16 - -

266330

1.14
4. Three Dee Exim Pvt. Ltd.

234500

1.10 01.04.15 0 NA

234500

1.10
Closing Balance

-

- 31.03.16 - -

234500

1.10
5. Anubha Jain

146126

0.62 01.04.15 0 NA

146126

0.62
Closing Balance

-

- 31.03.16 - -

146126

0.62
6. Rita Goyal

143183

0.61 01.04.15 0 NA

143183

0.61
Closing Balance

-

- 31.03.16 - -

143183

0.61
7. Meenu Garg

140000

0.60 01.04.15 0 NA

140000

0.60
Closing Balance

-

- 31.03.16 - -

140000

0.60
8. Devang Atul Kr. Shah

-

- 01.04.15 - -

133000

0.57

-

- 10.04.15 33000 Transfer

166000

0.71

-

- 22.05.15 -74310 Transfer

91690

0.39

-

- 29.05.15 -91690 Transfer

0

0.00

-

- 31.03.16 - -

0

0.00
9. Vikram Jain 114897 0.49 01.04.15 0

NA

- 0.49
Closing Balance - - 31.03.16 -

-

114897 0.49
10. Hetalben Manoj kumar Shah - - 01.04.15 -

-

114164 0.49
- - 10.04.15 -700

Transfer

113464 0.48
- - 24.04.15 -3500

Transfer

109964 0.47
- - 01.05.15 -1100

Transfer

108864 0.47
- - 15.05.15 3583

Transfer

112447 0.48
- - 22.05.15 28846

Transfer

141293 0.60
- - 19.06.15 -500

Transfer

140793 0.60
- - 03.07.15 1778

Transfer

142571 0.61
- - 10.07.15 5638

Transfer

148209 0.63
- - 17.07.15 12648

Transfer

160857 0.69
- - 07.08.15 1300

Transfer

162157 0.69
- - 09.10.15 -14200

Transfer

147957 0.63
- - 16.10.15 -80909

Transfer

67048 0.29
- - 20.11.15 19092

Transfer

86140 0.37
- - 27.11.15 1941

Transfer

88081 0.38
- - 25.12.15 -5004

Transfer

83077 0.36
- - 29.01.16 25

Transfer

83102 0.36
- - 12.02.16 3494

Transfer

86596 0.37
- - 19.02.16 12258

Transfer

98854 0.42
- - 04.03.16 -500

Transfer

98354 0.42
- - 18.03.16 -505

Transfer

97849 0.42
- - 31.03.16 -6500

Transfer

91349 0.39
Closing Balance - - 31.03.16 -

-

91349 0.39
11. Nila H Shah 100073 0.43 01.04.15 -

-

100073 0.43
Closing Balance - - 31.03.16 -

-

100073 0.43
12. Ramesh Kumar Goyal 99839 0.43 01.04.15 -

-

99839 0.43
Closing Balance - - 31.03.16 -

-

99839 0.43

v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sr. No. Shareholding of each Directors and each Key Managerial Personnel No. of shares % of total shares of the company Date Increase/ Decrease in share holding Reason No. of shares % of total shares of the company
1. Satish Kumar Agarwal 1281842 5.48 31.03.15 - NA 1281842 5.48
Closing Balance - - 31.03.16 - - 1281842 5.48
2. Sunil Kumar Agarwal 1295292 5.54 31.03.15 - NA 1295292 5.54
Closing Balance - - 31.03.16 - - 1295292 5.54
3. Saurabh Agarwal 576500 2.46 31.03.15 - NA 576500 2.46
Closing Balance - - 31.03.16 - - 576500 2.46
4. Sachin Agarwal 673719 2.88 31.03.15 - NA 673719 2.88
Closing Balance

-

-

31.03.16

-

-

673719

2.88

5. Mahendra Kumar Doogar 0 0 31.03.15 - NA 0 0
Closing Balance - - 31.03.16 - - 0 0
6. Radha Krishna Pandey 0 0 31.03.15 - NA 0 0
Closing Balance - - 31.03.16 - - 0 0
7. Ramesh Chand Surana 0 0 31.03.15 - NA 0 0
Closing Balance - - 31.03.16 - - 0 0
8. Nishal Jain 0 0 31.03.15 - NA 0 0
Closing Balance - - 31.03.16 - - 0 0
9. Harish Kumar Agarwal 0 0 31.03.15 - NA 0 0
Closing Balance - - 31.03.16 - - 0 0
10. Jogeswar Mohanty 0 0 31.03.15 - NA 0 0
Closing Balance - - 31.03.16 - - 0 0

V. INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accruedbut not due for payment:

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year (31.03.2015)
i) Principal Amount 34045458 99513744 0 133559202
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 241286 0 0 241286
Total (i+ii+iii) 34286744 99513744 0 133800488
Change in Indebtedness during the financial year
* Addition 22725815 16052955 0 38778770
* Reduction 29822970 24955439 0 54778409
Net Change (7097155) (8902484) 0 (15999639)
Indebtedness at the end of the financial year(31.03.2016)
i) Principal Amount 26987778 90611260 0 117599038
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 201811 0 0 201811
Total (i+ii+iii) 27189589 90611260 0 117800849

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sr. No. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
Satish Kumar Agarwal Sunil Kumar Agarwal Saurabh Agarwal Sachin Agarwal
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 5400000 5280000 4950000 4950000 20580000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 79200 79200 79200 79200 316800
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 0 0 0 0 0
2. Stock Option 0 0 0 0 0
3. Sweat Equity 0 0 0 0 0
4. Commission 0 0 0 0 0
- as % of profit
- others specify
5. Others please specify 0 0 0 0 0
Total (A) 5479200 5359200 5029200 5029200 20896800
Ceiling as per the Act

B. Remuneration to other directors

Sr. No. Particulars of Remuneration

Name of Directors

Total Amount
Mahendra Kumar Doogar Radha Krishna Pandey Ramesh Chand Surana Nishal Jain
1. Independent Directors
Fee for attending board Meetings 120000 100000 120000 90000 430000
Fee for attending committee meetings 100000 70000 95000 0 265000
Commission 0 0 0 0 0
Others please specify 0 0 0 0 0
Total (1) 220000 170000 215000 90000 695000
2. Other Non-Executive Directors N.A N.A N.A N.A N.A
Fee for attending board committee meetings 0 0 0 0 0
Commission 0 0 0 0 0
Others please specify 0 0 0 0 0
Total (2) 0 0 0 0 0
Total (B)=(1+2) 220000 170000 215000 90000 695000

 

Total Managerial Remuneration (A+B) 21591800
Overall Ceiling as per the Act Being Paid as per Schedule III of the Companies Act 2013

C. Remuneration to Key Managerial Personnel otherthan MD/Manager/WTD

Sr. No. Particulars of Remuneration

Key Managerial Personnel

Total
CEO Chief Financial Officer Company Secretary
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 NA 1728260 761016 2489276
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 39600 0 39600
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 0 0 0
2. Stock Option 0 0 0
3. Sweat Equity 0 0 0
4. Commission 0 0 0
-as % of profit 0 0 0
- others specify 0 0 0
5. Others please specify 0 0 0
Total 1767860 761016 2528876

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief

Description

Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any

(give Details)

A. COMPANY
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
B. DIRECTORS
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
C. OTHER OFFICERS IN DEFAULT
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA