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Kamdhenu Ltd.

BSE: 532741 Sector: Metals & Mining
NSE: KAMDHENU ISIN Code: INE390H01012
BSE 00:00 | 20 Nov 179.00 -3.50
(-1.92%)
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NSE 00:00 | 20 Nov 177.80 -1.60
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OPEN 173.30
PREVIOUS CLOSE 182.50
VOLUME 742
52-Week high 290.50
52-Week low 160.50
P/E 20.91
Mkt Cap.(Rs cr) 437
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 173.30
CLOSE 182.50
VOLUME 742
52-Week high 290.50
52-Week low 160.50
P/E 20.91
Mkt Cap.(Rs cr) 437
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kamdhenu Ltd. (KAMDHENU) - Director Report

Company director report

To

The Members

Your Directors with pleasure present their 24th Annual Report on thebusiness and operations of the Company and the Audited Financial Statements for theFinancial Year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Key highlights of the financial results of your Company prepared as per the IndianAccounting Standards ("Ind AS") for the financial year ended 31stMarch 2018 are as under

(Rs. in Lakhs)
Particulars FY 2017-18 FY 2016-17
Revenue from Operations 118732.52 86772.83
Other Income 71.44 54.64
Total Revenue 118803.96 86827.47
Total Expenses 116362.93 85654.24
Profit before Tax 2441.03 1173.23
Tax Expenses 874.28 362.93
Profit After Tax 1566.75 810.30
Total Comprehensive Income 1541.49 811.86
Paid up Capital 2340.00 2340.00

2. DIVIDEND

The Board has recommended a dividend of ' 1/- per equity share of ' 10 each fully paidup (10% of face value) for Financial Year 2017-18.

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 before 23rdOctober 2018.

3. GENERAL RESERVES

The Company has not transferred any amount to the General Reserve for the financialyear ended 31st March 2018.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OFFINANCIAL 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 THE COMPANY.

The Company has earned Revenue from Operations of ' 118732.51 Lakhs during thefinancial year 2017-18 registering a growth of 37% compared to last year.

Profit after tax increased by 93% to ' 1566.75 Lakhs in the financial year 2017-18compared to ' 810.30 Lakhs in the financial year 2016-17 inspite of adverse marketconditions.

The tax expenses of the Company for current year are ' 874.28 Lakhs as compared to '362.93 Lakhs in the previous year which comprises current year tax deferred tax andearlier year tax.

The earnings per share for the year is ' 6.70 as against ' 3.46 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 help 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.

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across organization.

During the financial year 2017-18 the Company has implemented the Kamdhenu EmployeeStock Option Scheme 2017 and allotted 615000 Options to eligible employees as per thescheme against which the employees shall be allotted equal number of equity shares in next4 years.

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 (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

At Kamdhenu all employees are of equal value. There is no discrimination betweenindividuals at any point on the basis of race colour gender religion politicalopinion national extraction social origin sexual orientation or age. At Kamdhenu everyindividual is expected to treat his/her colleagues with respect and dignity. The DirectTouch (Whistle-Blower & Protection Policy) Policy provides a platform to all employeesfor reporting unethical business practices at workplace without the fear of reprisal andhelp in eliminating any kind of misconduct in the system. The Policy also includesmisconduct with respect to discrimination or sexual harassment. The Company also has inplace ‘Prevention of Sexual Harassment Policy'. This Anti-Sexual Harassment Policy ofthe Company is in line with the requirements of The Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013. All employees are coveredunder this policy. The following is a summary of sexual harassment complaints received anddisposed off during the year:

• Number of complaints received: Nil

• Number of complaints disposed off: NA

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

• FINANCIAL STATEMENTS OF THE COMPANY ALONG WITH RELEVANT DOCUMENTS AS PER SECTION136(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 PRICESENSITIVE INFORMATION

• CODE OF CONDUCTTO 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 NDEPENDENT DIRECTORS OF THECOMPANY

• 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 Annexure-V & VI.

10. STATUTORY AUDITOR'S SECRETARIAL AUDITOR'S AND COST AUDITOR'S REPORT

STATUTORY AUDITOR'S & THEIR REPORT

M/s B S D & Co Chartered Accountants (ICAI Firm Registration No. 000312S) wereappointed as Statutory Auditors of your Company at the Annual General Meeting held on 29thSeptember 2017 for a term of five consecutive years. As per the provisions of Section 139of the Companies Act 2013 the appointment of Auditors is required to be ratified byMembers at every Annual General Meeting.

The Board recommends the same for ratification by shareholders at the ensuing AnnualGeneral Meeting for his rest tenure(i.e. till the conclusion of 28th AnnualGeneral Meeting).

The Board has duly examined the Statutory Auditors' Report to the accounts for theFinancial Year 2017-18 which is selfexplanatory. Clarifications wherever necessary havebeen included in the Notes to Accounts section of the Annual Report. The Report does notcontain any qualification reservation disclaimer or adverse remark.

No fraud have been reported under Section 143(2) of the Act by the Auditors of theCompany.

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 2019. The Cost Auditors will submit theirreport for the financial year ending 31st March 2019 on or before the duedate.

Since the remuneration payable to the Cost Auditors is required to be ratified by theshareholders the Board recommends the same for ratification by shareholders at theensuing Annual General Meeting.

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 2018.The Secretarial Auditors have submitted their report confirming compliance by the Companyof all 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 Act the Company has re-appointed M/sChandrasekaran Associates Company Secretaries as Secretarial Auditor of the Company forthe Financial Year 2018-19.

11. INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE 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 Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 the Company has constituted the Corporate SocialResponsibility (CSR) Committee of the Board of Directors. The composition and terms ofreference of the CSR Committee is provided in the Report on Corporate Governance whichforms part of this Report. The CSR Policy as recommended by the CSR Committee and approvedby the Board of Directors in pursuance of the provisions of Companies Act 2013 isuploaded on website https://www.kamdhenulimited.com/Financial-Results/CSR-Policy.pdf .

Further the Annual Report on CSR activities in pursuance of Rule 8 of the Companies(Corporate Social Responsibility Policy)

Rules 2014 describing inter-alia the initiatives taken by the Company inimplementation of its CSR Policy is enclosed as Annexure-II and forms part of this 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 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 their feedback 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 NRC with theBoard's Chairman covering performance of the Board as a whole; performance of thenonindependent 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 theBalance Sheet.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Satish Kumar Agarwal and Shri Sunil Kumar Agarwal directors retiring by rotationin the ensuing Annual General Meeting being eligible offered themselves for theirreappointment. Brief resume nature of expertise details of directorships held in othercompanies of the Directors proposed to be re-appointed along with their shareholding inthe Company as stipulated under Secretarial Standard 2 and Regulation 36 of the ListingRegulations is appended as an Annexure to the Notice of the ensuing Annual GeneralMeeting.

The Company in its annual general meeting held on 27th September 2016approved the appointment of Shri Satish Kumar Agarwal Shri Sunil Kumar Agarwal ShriSaurabh Agarwal and Shri Sachin Agarwal as Whole Time Directors of the Company for a termof three years.

Besides this there was no change in the composition of the Board of Directors duringthe 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 futureoperations 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 respectof employees of the Company.

a. Ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year ended 31st March 2018

Sr. No. Name of Director Designation Ratio
1. Shri Satish Kumar Agarwal Chairman & Managing Director 29.8266
2. Shri Sunil Kumar Agarwal Whole Time Director 28.9021
3. Shri Saurabh Agarwal Whole Time Director 279777
4. Shri Sachin Agarwal Whole Time Director 279777
5. Shri Mahendra Kumar Doogar Independent Director 1.0477
6. Shri Radha Krishna Pandey Independent Director 0.8474
7. Shri Ramesh Chand Surana Independent Director 0.5855
8. Smt. Nishal Jain Independent Director 0.5547

*Median Salary (Annual) of employees for the Financial Year 2017-18 is ' 324516/-.

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 2018.

Sr. No. Name of Director/KMP Designation % Increase in remuneration
1. Shri Satish Kumar Agarwal Chairman & Managing Director 38.69
2. Shri Sunil Kumar Agarwal Whole Time Director 37.95
3. Shri Saurabh Agarwal Whole Time Director 42.33
4. Shri Sachin Agarwal Whole Time Director 42.33
5. Shri Mahendra Kumar Doogar Independent Director 11.48
6. Shri Radha Krishna Pandey Independent Director 0.00
7. Shri Ramesh Chand Surana Independent Director (17.39)
8. Smt Nishal Jain Independent Director 50.00
9. Shri Harish Kumar Agarwal Chief Financial Officer 29.06
10. Shri Jogeswar Mohanty Company Secretary 8.67

c. The percentage increase in the median remuneration of employees in the financialyear ended 31st March 2018 is 8.04.%.

d. The number of permanent employees on the rolls of company as on 31stMarch 2018 are 744.

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 average increase in salaries of employees other than managerial personnel in FY2017-18 was 7.08 %. Percentage increase in the managerial remuneration for the year was39.08%.

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 theCompanies Act 2013 read with Rule 5(2) &5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Sr. No. Name Age (Years) Designation Monthly Remuneration o

Qualification

Experi ence (Yeas) Date of commencement of Employment Last Employment held/ Designation/ Period Nature of employment whether contractual or otherwise Percentage of equity shares held in the Company Whether the employee is relative of any director or manager of the Company and if or name of such director or manager
1. Shri Satish Kumar Agarwal 68 Chairman & Managing Director 581600

B.E. (Mechanical)

46 Years 12.09.1994 Vikas Refractories Private Limited Managing Director 12 Years As per appointment letter/Board resolution 5.48 1. Father of Shri Saurabh Agarwal &Shri Sachin Agarwal 2. Brother of Shri Sunil Kumar Agarwal
2. Shri 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 Shri Satish Kumar Agarwal
3. Shri 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 Shri Satish Kumar Agarwal 2. Brother of Shri Sachin Agarwal
4 Shri Sachin Agarwal 39 Whole Time Director 531600

B.Tech. (Industrial Engineering & Management) MBA

14 Years 01.04.2004 NA As per appointment letter/Board resolution 2.88 1.Son of Shri Satish Kumar Agarwal 2.Brother of Shri Saurabh Agarwal
5. Shri Raj Kumar Srivastava 48 National Head - Marketing 521033

B.Com -1989

24 Years 01.09.2007 16 Years experience in Acro Paints as Factory Manager. Permanent NIL NO
6. Shri Harish Kumar Agarwal 50 CFO &Head- Legal 229965

B.ComC.A-1993

26 Years 01.07.2006 Worked with Penam Laboratories Limited as GM- Finance for 8 Years. Permanent NIL NO
Sr. No. Name Age (Years) Designation

Monthly Remuneration o

Qualification Experi ence (Yeas) Date of commencement of Employment Last Employment held/ Desgnation/ Period Nature of employment whether contractual or otherwise Percentage of equity shares held in the Company Whether the employee is relative of any director or manager of the Company and if or name of such director or manager
7. Ms. Nisha Adlakha 33 Global Business Head

200137

M.B.A(Finance & Marketing) 11 Years 16.03.2018 Country Manager(Sales & Operation) Graphenstone Spain Permanent NIL NO
8. Smt. Vipil Agarwal 47 GM - Business Development

192133

M.A. B.Ed 14 Years 01.08.2006 Free lancer Permanent NIL NO
9. Shri Vijay Kishore Asthana 46 D.G.M -Sales & Marketing

179269

PGDM - Sales & Marketing- 1995 21 Years 12.07.2013 Worked with Esdee Paints Limited as GM-Sales & Marketing for 6 years Permanent NIL NO
10. Shri Puneet Kumar 44 D.G.M -Sales & Marketing

160671

PGDBM FROM IMT -2010 21 Years 04.10.2011 Worked with Berger Paints as Sr. Technical Officer for 3 Years Permanent NIL NO

 

Employed throughout the year and in receipt of remuneration not less than ' 102 Lakh NIL
Employed for part of the year and in receipt of remuneration not less than ' 8.50 Lakh per month. 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

20. EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company's provided under Sub-Section (3) of Section92 134(3) (a) and Rule 12 of Companies (Management And Administration) Rules 2014 of theCompanies Act 2013 in the prescribed Form MGT-9 is enclosed as Annexure-111 to thisreport.

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

The Board of Directors met five (5) times during the previous financial year. As on 31stMarch 2018 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 2017-18 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 Shri Mahendra Kumar Doogar ShriRadha Krishna Pandey Shri Ramesh Chand Surana and Smt. 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.

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

The Company's policy on Director's 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-III to thisReport.

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 Company https://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 of theBoard of Directors and the Senior Management confirming that none of them has violated theconditions 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 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 businessincluding adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errorsaccuracy 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 FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A note on the familiarization 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 web site https://www.kamdhenulimited .com/Financial-Results/Whistle-Blower- Policy.pdf.

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 NONEXECUTIVE DIRECTORS

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

33. THE COMPANY HAS COMPLIED WITH THE PROVISIONS OF SECRETARIAL STANDARD ISSUED BY THEINSTITUTE OF COMPANY SECRETARIES OF INDIA

The Companies Act 2013 has made it compulsory for every company to comply the twosecretarial standards (SS) issued by the Institute of Company Secretaries of India (ICSI)under the provisions of Section 118 (10) of the Companies Act 2013 with respect to boardmeetings (SS-1) and general meetings (SS-2). The Company has complied with provisions ofSecretarial Standards during the year under review.

34. 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 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;

e) The directors in case of a listed company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

35. ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers distributors stockists dealers businesspartners franchisee units and others associated with the Company as its trading partners.Your Company looks upon them as partners in its progress and has shared with them therewards of growth. It will be your Company's endeavour to build and nurture strong linkswith the trade based on mutuality of benefits respect for and co- operation with eachother consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.

BY ORDER OF THE BOARD OF DIRECTORS

(Satish Kumar Agarwal)

Chairman & Managing Director

DIN:00005981

(Sunil Kumar Agarwal)

Whole Time Director

DIN:0005973

Place: Gurugram

Date: 28th May 2018

ANNEXURE-I

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 OUTGOCONSERVATION 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-friendlysource 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.

The Company had also launched Kamdhenu Nxt - the Next Generation Interlock Steel inApril 2017. Kamdhneu Nxt has got the angular double rib design whose CNC notch cuttingmachine ensure uniform rib pattern which allows uniform bonding with concrete for thewhole structure. Due to uniformity and critically designed ribs fatigue strength andductility of Kamdhenu Nxt is much superior to ordinary steel bars.

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.

The expenditure incurred on Research and Development is ' 50.80 Lakhs.

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 ' 60.75 Lakhs towards the foreigntraveling and spare parts for maintenance of machinery.