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Shri Keshav Cements & Infra Ltd.

BSE: 530977 Sector: Industrials
NSE: N.A. ISIN Code: INE260E01014
BSE LIVE 15:40 | 22 Sep 184.85 -0.30
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OPEN 185.50
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VOLUME 381
52-Week high 232.95
52-Week low 62.50
P/E 13.43
Mkt Cap.(Rs cr) 95
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 185.50
CLOSE 185.15
VOLUME 381
52-Week high 232.95
52-Week low 62.50
P/E 13.43
Mkt Cap.(Rs cr) 95
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shri Keshav Cements & Infra Ltd. (SHRIKESHAV) - Director Report

Company director report

To

The Members

The directors take pleasure in presenting the Twenty Third Annual Report on thebusiness operations of the Company and the accounts along with audited financials for theyear ended as on 31 March 2016. The Management Discussion and Analysis has also beenincorporated into this report.

Brief description of the Company's working during the year/State of Company's Affairs;

[Amount in Rupees]

For the year For the year
Particulars ending 31.03.2016 ending 31.03.2015
Earnings before Interest Depreciation and Tax 390222521 111851854
Less : Interest 33355875 40671084
Depreciation 29362591 29351419
Profits before Tax 62904055 41829351
Add : Excess / [short] Provision of Taxes NIL NIL
Add : MAT Credit Entitlement NIL NIL
Deferred Tax Asset NIL NIL
Total 62904055 41829351
Less: Provision for Income tax 19200000 8370000
Deferred Tax Liability 1485930 4395000
Profit after Tax 42218125 29064351
Add : Balance brought forward 92283242 63218891
Amount available for appropriation 134501367 92283242

State of Company's Affair

Your Directors are pleased to inform you that during the year under review the totalrevenue has increased to Rs. 5984.01 Lakhs as against previous year total revenue of Rs.5432.55 Lakhs. The pre-tax profit is Rs. 629.04 Lakhs as against previous profit of Rs.418.29 Lakhs. Post tax is of Rs.422.18 Lakhs as against previous year profit of Rs. 290.64Lakhs. The sales turnover has remarkably improved as compared to the previous yearturnover. The Directors are confident of achieving continuous progress in sales and profitin the years to come.

Dividend

Yours Directors recommend 10% dividend on equity shares capital of the Company.

Transfer of unpaid and unclaimed amount to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 dividend andRefund of Share application Money due for refund which remains unpaid or unclaimed for aperiod of seven years from the date of its transfer to unpaid dividend/unclaimed accountis required to be transferred by the Company to Investor Education and Protection Fund(IEPF) established by the Central Government under the provisions of Section 125 of theCompanies Act 2013. During the year no amount was due for transfer to IEPF.

Reserves

The Company proposes to transfer an amount of Rs.35538305/- to the Reserves andRs.512420/- to Dividend Reserve.

Share capital

The paid up Equity Share Capital as on 31 March 2015 was Rs.51242000/-. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.

Finance

Cash and cash equivalent as at 31 March 2016 was Rs.19.75 Lakhs. The Company continuesto focus on judicious management of its working capital. Receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.

Change in the nature of business if any

No change in the nature of the business of the Company done during the year. TheCompany was formerly known as KATWA UDYOG LIMITED and the Company has changed its name toSHRI KESHAV CEMENTS AND INFRA LIMITED. But however the new name of the Company has notbeen accepted by the Bombay Stock Exchange due to dual activities mentioned in the newCompany name. Therefore on the Bombay Stock Exchange website the Company's name is KATWAUDYOG LIMITED only.

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

There is no significant and material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report

Details in respect of frauds reported by auditors under sub-section (12) of section 143other than those which are reportable to the Central Government

No such frauds are reported during the year under review.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations.

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Board. The Internal Audit Department monitors and evaluatesthe efficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Board.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary / Associate Companies.

Particulars of Loans Guarantees or Investments

There were no Loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013.

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Performance and financial position of each of the subsidiaries associates and jointventure companies included in the consolidated financial statement

Not applicable as the Company does not have any Subsidiary / Associate Companies orjoint venture Companies.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Vigil Mechanism Policy to deal with instance offraud and mismanagement if any. The details of the Vigil Mechanism Policy is explained inthe Corporate Governance Report and also posted on the website of the Company.

Related Party Transactions

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large. All related partytransactions were placed before the Audit Committee and also for the Board approvalwherever required. Prior omnibus approval of the Audit Committee is generally obtained forthe transactions which are of a foreseen and repetitive nature and these transactions arereviewed by the Audit Committee on quarterly basis. The policy on related partytransactions as approved by the Board is uploaded on the Company's website:www.keshavcement.com. The details of related party transactions is provided in the notesto financial statements. Hence separate Form AOC 2 has not been attached

Sexual Harassment Policy

The Company has a Policy on Prohibition Prevention and Redressal of Sexual Harassmentof Women at Workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013". Up till date the Company has notreceived any complaint under the Policy.

Risk Management

Pursuant to the requirement of Regulation 21 of the SEBI (LODR) Regulations 2015 theCompany has developed and implemented the Risk Management Policy. The Company has RiskManagement Committee to monitor the risk management policy.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective andskill and also fosters differentiated thought processes at the back of varied industrialand management expertise gender knowledge and geographical background. The Boardrecognises the importance of a diverse composition and has adopted a Board DiversityPolicy which sets out the approach to diversity.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure equirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance and the performance of the individual Directors as wellas the evaluation of the working of its Committees. The manner in which the evaluation wascarried out has been explained in the Corporate Governance Report.

Meetings

During the year six Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Deposits

The details relating to deposits covered under Chapter V of the Companies Act 2013:

S No. Particulars Amount (Rs.)
(a) Accepted during the year; NIL
(b) Remained unpaid or unclaimed as at the end of the year;
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved- NIL
(i) at the beginning of the year; NIL
(ii) maximum during the year; NIL
(iii) at the end of the year; NIL

The details of deposits which are not in compliance with the requirements of Chapter Vof the Act: NIL

Extract of the Annual Return as provided under Section 92(3)

The extract of the annual return as provided under Section 92(3) forms part ofDirectors Report and is attached as "Annexure I".

Green Initiatives

With the aim of going green and minimising our impact on the environment we aresending electronic copies of the Annual Report 2016 and Notice of the 23 AGM to allmembers whose email addresses are registered with the Company / Depository Participant(s).For members who have not registered their email addresses physical copies of the AnnualReport 2016 and Notice of the 23 AGM are being sent in the permitted mode.

Members requiring physical copies can send a request to the Company Secretary. TheCompany is providing e-voting facility to all members to enable them to cast their voteselectronically on all the resolutions set forth in the notice. This is pursuant to Section108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014. The instructions for e-voting are provided in the Notice.

Directors' Responsibility Statement

In pursuance of Section 134(5) of the Companies Act 2013 the directors 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.

Statement on Declaration Given by Independent Directors under Section 149

The Company has received declarations from the Independent Directors of the Companystating that they meets the criteria of independence as provided in sub-section (6) ofSection 149 of the Companies Act 1956 and the Regulation 16(1)(B) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Remuneration Policy

As per the recommendation of the Nomination & Remuneration Committee of the Companyand after considering data regarding remuneration paid in the market by companies of asimilar size and activity the Board has formulated the Policy on Appointment &Remuneration of the Directors Key Managerial Personnel and Other Employees which hasbeen enumerated in the Corporate Governance Report.

Statutory Auditors

At the Annual General Meeting held in the year 2014 CA. Prabhakar K. Latkan CharteredAccountant bearing ICAI Membership No.21730 Statutory Auditors of the Company werere-appointed by the shareholders to hold office as Statutory Auditors from the conclusionof Annual General Meeting held in the year 2014 till the conclusion of Twenty FourthAnnual General Meeting of the Company to be held in the year 2017 subject to ratificationof their appointment at every Annual General Meeting.

Under Section 139 of the Companies Act 2013 the Company is required to place thematter relating to Statutory Auditor's appointment for ratification by members at everyAnnual General Meeting. The Company has received a letter from the Statutory Auditorsconfirming that they are eligible for appointment as Auditors of the Company under Section139 of the Companies Act 2013 and meet the criteria for appointment specified in Section141 of the Companies Act 2013.

Based on the recommendations by the Audit Committee the Board of Directors of theCompany recommend the ratification of appointment of CA. Prabhakar K. Latkan CharteredAccountant bearing ICAI Membership No.21730 as Statutory Auditors of the Company by theshareholders at the ensuing Annual General Meeting.

The observations of the Auditors in their report read together with the notes onAccounts are self-explanatory and therefore in the opinion of the Directors do not callfor any further explanation.

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made in the Audit Report

There are no qualifications reservations or adverse remarks or disclaimer made in theAudit Report by the Auditors in their report for the financial year ended as on 31st March2015.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshave appointed M/s. S. Kedarnatah & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis annexed herewith as "Annexure II".

The Secretarial Audit Report was qualified on the following grounds:

I. The Company has not complied with the requirements of Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

ii. The Company has complied with the requirements of Rules 10 and 20 (5) of theCompanies (Management and Administration) Rules 2014 except translation of the noticeinto vernacular and management represents that the translators were not available at thetime of publication as the same is time bound compliance.

iii. The Report of Annual General Meeting held on 22 September 2015 as required underSection 121 of the Act is yet to be filed.

Explanations or comments by the Board of Directors

I. That it is stated in the Directors Report for the year 2014-15 that the informationrequired pursuant to Section 197 read with Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companywill be provided upon request. Hence the same has not been included in the Annual Report.

ii. That the notices/information/results to be given in the English & Vernacularlanguage news papers are given properly within the prescribed time in except that the sameis not given in vernacular language in the vernacular language news paper and it is givenin English language only due to non-availability of translator at the time of publication.And the same will be complied henceforth in true spirit.

iii. That the Report of the Annual General Meeting held on 22nd September 2015 asrequired under Section 121 of the Act is yet to be filed. That the Company has not filedthe same immediately after annual general meeting as the Company is involved in theexecution of expansion activities and thereafter in the month of March 2016 we have triedto file the same. However due to existence of technical problems in the Ministry ofCorporate Affairs (MCA) website Form MGT-15 has not yet been filed. Further in the FormMGT-15 downloaded several times from MCA website check form was not happening.

That the technical problem in the MCA Portal has been witnessed by all the stakeholdersconnected to the MCA Portal and after making several requests and representations theMinistry of Corporate Affairs Government of India vide General Circular No.03/2016 dated12.04.2016 relaxed the additional fees payable on eforms which are due for filing byCompanies between 25/03/2016 to 30/04/2016 as one time waiver of additional fee till10/05/2016 as all the stakeholders were not able to fill the forms and upload on the MCAPortal. Further the Ministry of Corporate Affairs Government of India further extendedthe period for which the one time waiver of additional fees is applicable to all e-formswhich are due for filing by companies between the 25th March 2016 upto 31st May 2016 aswell as extend the last date for filing such documents and availing the benefit of waiverto 10.06.2016 [General Circular No.06/2016 dated 16/05/2016]. And further extended theperiod for which the one time waiver of additional fees is applicable to all e-forms whichare due for filing by companies between the 25th March 2016 upto 30th June 2016 as well asextend the last date for filing such documents and availing the benefit of waiver to10.07.2016 [General Circular No.07/2016 dated 31/05/2016].

Hence the Report of the Annual General Meeting will be filed once the technical problemis resolved.

Cost Audit

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the Company is not required to audit the costrecords but only required to maintain the cost records.

Board of Directors

During the year under report the Board was duly constituted in so far as the number ofindependent Directors was 50% and the Mr. Vilas H. Katwa as the Executive Chairman.

Composition of the Board of Directors as on 31/03/2015:

Name of the Director Designation Date of appointment
Mr. Venkatesh H. Katwa Non Executive Director 25.09.1995
Mr. Vilas H. Katwa Managing Director 01.04.2007 re-appointed on 01.04.2012
Mr. Deepak H. Katwa Director - CFO 25.5.2007
Mr. Ramesh M. Shah Independent Director 04.02.2013
Mrs. Nisha Deepak Maganur Independent Director 13.05.2013
Mr. Satish D Kalpavriksha Independent Director 09.11.2013
Mrs. Narmada H. Katwa Executive Director 10.11.2014
Mrs. Prajakta K. Kulkarni Non Independent Director 10.11.2014

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

The brief resume and other details relating to the Directors who are to bere-appointed are furnished in the Annual Report.

None of the Directors are disqualified under Section 164(2) of the Companies Act 2013.

Key Managerial Personnel

The following employees were designated as whole-time Key Managerial Personnel by theBoard of Directors during the year under review:

1. Mr. Vilas H. Katwa Managing Director

2. Mr. Rajesh Lakkar Company Secretary

3. Mr. Deepak H. Katwa Chief Financial Officer.

BOARD COMMITTEES

Audit Committee

After reconstitution of the Board during the year under review the audit committeeconsisted of following Directors:

1. Shri. Ramesh M. Shah Chairman

2. Shri. Satish Kalpavriksha

3. Smt. Nisha Maganur

Nomination and Remuneration Committee

As per the provisions of Section 178 of the Companies Act 2013 the Board hasconstituted a Nomination and Remuneration Committee in place of earlier RemunerationCommittee. The said Committee consisted of following Directors:

1. Smt. Nisha Maganur Chairman

2. Shri. Venkatesh H. Katwa

3. Shri. Satish Kalpavriksha

Stakeholders Relationship Committee

As per the provisions of Section 178 of the Companies Act 2013 the Board hasconstituted a Stakeholders Relationship Committee which consists of following Directors:

1. Shri. Satish Kalpavriksha Chairman

2. Smt. Prajakta K. Kulkarni

3. Smt. Nisha Maganur

Risk Management Committee

As per the provisions of the Companies Act 2013 the Board has constituted a RiskManagement Committee which consists of following Directors:

1. Shri. Satish Kalpavriksha Chairman

2. Smt. Nisha Maganur

3. Shri. Venkatesh H. Katwa

Management Discussion & Analysis and Corporate Governance Report

The Company is committed to uphold the highest standards of Corporate Governance andadhere to the requirements set out by the Securities and Exchange Board of India. Pursuantto Schedule V read with Regulation 34(3) and 53(f) of the SEBI (LODR) 2013 a ManagementDiscussion and Analysis Report Corporate Governance Report and Auditors' Certificateregarding compliance of conditions of corporate governance are annexed as "AnnexureII" forming part of this report.

Listing of Shares [Disclosure Requirement as per SEBI Circular No.14/98 Dated24.4.1998]

During the year under report the equity shares of the Company were traded on theBombay Stock Exchange. The Company has paid annual listing fee to the Bombay StockExchange up to the financial year 2015-16. During the financial year 2015-16 or up to thedate of this report the trading in the equity shares of the Company was not suspended.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

A. Conservation of Energy

a. Energy conservation measures taken: Efforts to conserve and optimize use of energy through improved operational methods are made on continuous basis.
b. Additional investments and proposals if any being implemented for the reduction of consumption of energy No fresh investment is proposed but conscious effort is being made to save energy wherever possible.
c. Impact of the measures at (a) and (b) above for the reduction of energy consumption and consequent impact on the cost of production of goods The cost saving is not substantial.
d. Total energy consumption Rs. 117834161/-

B. Technology Absorption

Efforts made in technology absorption as per the Form 'B' of the annexure

C. Foreign exchange earnings and outgo: Nil

a. Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans: The Company is engaged in manufacture and sale of cement within the states of Karnataka Goa and Maharashtra. Taking into account the installed capacity and demand for cement in these three states itself the management is of the opinion that the development of export market will take its own time.
b. Total foreign exchange used and earned:
Earned Nil
Used Nil

Form B

Form for Disclosure of particulars with respect to absorption Research and development[R&D]

1. Specific areas in which R&D carried out by the Company Nil
2. Benefit derived as a result of the above R & D Nil
3. Future plan of action Nil
4. Expenditure on R & D:
(a) Capital Nil
(b) Recurring Nil
(c) Total Nil
(d) Total R&D expenditure as a percentage of total turnover Nil

Technology absorption adoption and innovation

1. Efforts made in brief towards technology absorption adoption and innovation: Not applicable
2. Benefits derived as a result of the above efforts e.g. product improvement cost reduction product development import substitutes etc. Not applicable
3. In case of imported technology [imported during the last five years reckoned from the beginning of the financial year] following information may be furnished.
(a) Technology imported
(b) Year of import
(c) Has technology been fully absorbed
(d) If not fully absorbed areas where this has not taken place reasons there for and future plans of action. Not applicable

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is attached as Annexure IV. In terms of Section 136 of the Act the Reportand Accounts are being sent to the Members and others entitled thereto excluding thecomplete information on employees' particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

For and on behalf of the Board of directors
For SHRI KESHAV CEMENTS AND INFRA LIMITED
(Vilas H. Katwa) (Deepak H. Katwa)
Place: Belgaum Managing Director-CEO Executive Director-CFO
Date: 27/05/2016 DIN : 00211504 DIN : 00206445