The Directors have a pleasure in presenting you the 29th Annual Report on the businessand operations of the Company along with Audited Financials for the year ended as on 31stMarch 2022.
1. Financial Results:
Financial Results of the Company for the year under review along with the figures forprevious year are as follows:
| || ||[In Lakhs] |
|Particulars ||For the Year ended on 31st March2022 ||For the Year ended on 31st March2021 |
|Revenue from ||11379.07 ||8043.97 |
|Operations || || |
|Other Income ||230.25 ||30.28 |
|Total Income ||11609.32 ||8074.25 |
|Less: Expenses ||10863.81 ||8649.61 |
|Profit before ||745.52 ||-575.35 |
|Exceptional items & Tax || || |
|Add: Exceptional items ||- ||- |
|Less: Tax Expense || || |
|1. Current Tax ||124.13 ||- |
|2. Deferred Tax ||-288.94 ||268.41 |
|3. Provision for Tax previous year || || |
|4. MAT Credit reversal of previous year || || |
|Profit for the period from continuing operation ||910.33 ||-843.76 |
|Profit/(loss) from discontinued operations ||- ||- |
|Profit/(Loss) for the period ||910.33 ||-843.76 |
|Total other comprehensive income net of tax ||-5.91 ||1.25 |
|Total comprehensive income for the period ||904.42 ||-842.51 |
|Earnings per share (Basic) ||7.54 ||-7.02 |
|Earnings per share (Diluted) ||7.54 ||-7.02 |
2. State of Affairs of the Company:
The Company is principally engaged in the business of manufacturing of cement ofdifferent grades and is marketing its product under the brand name
"Keshav Cement" and "Jyoti Cement" and has alsodiversified its business in Green Energy through Solar Power Generation. Further all ofthese business activities are carried out by the Company in the Northern Parts ofKarnataka.
Gross Turnover of Company:
During the financial year 2021-22 the Company's gross turnover increased by 41.46% toRs. 11379.07 Lacs as compared to Rs. 8043.97 Lacs in previous year.
Profit after Tax:
As compared to the previous financial year there is a positive growth in both thepre-tax and net profit figures of the company. In the previous financial year the pre-taxprofit/(Loss) was (575.35) Lakhs & Net profit/ (Loss) was of Rs.(843.76) Lakhs.However during the current financial year the pre-tax profit/(Loss) is Rs. 745.52 Lakhs& Net profit/ (Loss) is of Rs.910.33 Lakhs. The Directors are confident of achievingcontinuous progress in sales and profit in the years to come.
The business performance of the Company has been discussed in detail in the ManagementDiscussion and Analysis Report attached separately as Annexure I and forming partof this report and the Financial Statements are also attached separately forming part ofthis Report.
The Board of Directors of the Company after considering the financial and non-financialfactors prevailing during the financial year 2021-22 decided not to recommend dividend forthe financial year 2021-22.
4. 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/unclaimed amount is requiredto be transferred by the company to Investor Education and Protection Fund (IEPF)established by the Central Govt. under the provisions of Section 125 of the Companies Act2013. During the period under review the company was not required to transfer any amountfrom its Unpaid Dividend Account to the Investor Education and Protection Fund (IEPF).
The Company does not propose to transfer any amount to the General Reserves for the FY2021-22.
6. Share Capital:
During the year under review the Authorized Equity Share Capital of the Company wasRs. 120000000/- and the Paid-up Equity Share Capital as on 31st March 2022 was Rs.119957520/-
A. Buy Back of Securities.
The Company has not bought back any of its securities during the year under review.
B. Details of issue of Sweat Equity Shares.
The Company has not issued any Sweat Equity Shares during the year under review.
C. Disclosure in respect of voting rights not exercised directly by the employees inrespect of shares to which the scheme relates.
There are no such cases arisen during the year under review.
D. Details of Issue of Equity Shares with Differential Rights.
The Company has not issued any Equity Shares with differential rights during the yearunder review.
E. Bonus Shares.
No Bonus Shares were issued during the year under review.
F. Employees Stock Option Plan.
The Company has not issued any stock options during the year under review.
G. Details of Rights issue.
During the year under review the company has not issued any rights issue.
Cash and cash equivalent as at 31st March 2022 was Rs. 838.20 Lakhs. The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
8. Change in the nature of business if any:
There is no change in the nature of the business of the Company during the year.
Material changes and commitments if any affecting the financial position of thecompany which has occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:
The significant and material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report are viz.
Credit Rating: The company had taken up Credit Rating process with Credit RatingAgency Infomerics Ratings and the Credit Rating Agency has revised its
Rating from BB- to BB+ on 14th June 2022.
9. Details in respect of frauds reported by auditors under subsection (12) ofsection 143 other than those which are reportable to the Central Government:
The Audit Report submitted by Statutory Auditor on Annual Standalone FinancialStatements for the Financial Year 2021-22 does not contain any qualification reservationor adverse remark or disclaimer.
The notes to the accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further comments.
The Auditors have also not reported any matter under Section 143(12) of the CompaniesAct 2013.
10. 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.
11. Details of adequacy of internal financial controls with reference to the FinancialStatements:
Your Company has deployed adequate Internal Control Systems in the place to ensure asmooth functioning of its business. The processes and systems are reviewed constantly andimproved upon to meet the changing business environment. The Control Systems provide areasonable assurance of recording the transactions of its operations in all materialaspects and of providing protection against misuse or loss of Company`s assets. TheInternal
Auditor's periodically reviews the internal control systems policies and proceduresfor their adequacy effectiveness and continuous operation for addressing risk managementand mitigation strategies.
12. Details of Subsidiary/Joint
The Company does not have any Subsidiaries/Joint Ventures/ Associate Companies.
13. Particulars of Loans Guarantees or Investments:
There are no Loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013.
14. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement:
Disclosure under this head is not applicable as the Company does not have anySubsidiaries / Associate Companies / Joint Venture Companies.
15. Vigil Mechanism / Whistle
Pursuant to the provision of Section 177(9) of the Companies Act 2013 the Company hadestablished a vigil mechanism for directors and employees to report concern of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct.
The Company has a vigil mechanism in place through its Whistle Blower Policy whichprovides a platform to disclose information without fear of reprisal or victimizationwhere there is reason to believe that there has been serious malpractice fraudimpropriety abuse or wrong doing within the Company. The detail of the Whistle BlowerPolicy is also posted on the website of the Company.
16. Disclosure as required under
Section 22 of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
Your 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) Act2013". The following is a summary of sexual harassment complaints received anddisposed of during the financial year ending March 31 2022:
Number of complaints received: NIL Number of complaints disposed of: NIL
17. Development and
Implementation of Risk Management Policy:
The Company has developed and implemented the Risk Management Policy. The objective ofthis policy is to ensure sustainable business growth with stability promote a pro-activeapproach in reporting evaluating and resolving risks associated with the businessestablish a framework for the company's risk management process and to ensure itsimplementation enable compliance with appropriate regulations through the adoption ofbest practice and to assure business growth with financial stability.
18. Familiarization Programme:
The Company has put in place an induction and familiarization programme for all itsdirectors including the Independent Directors. The familiarization programme forIndependent Directors in terms of provisions of Regulation 46(2)(i) of ListingRegulations is uploaded on the website of the Company:- www.keshavcement.com.
19. Board Meetings:
During the Financial Year 2021-22 5 (Five) Board Meetings 5 (Five) Audit CommitteeMeetings and 3 (Three) Nomination & Remuneration Committee Meetings were convened. Thedetails of which are given in the Corporate Governance Report forming part of this Report.
20. Public Deposits:
Your Company has not accepted any deposits from the public during the financial yearunder review.
21. Extract of the Annual Return:
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an Extract of Annual Report in Form MGT-9 isavailable on the Company's website at www.keshavcement.com.
22. Related Party Transactions:
The Company has in place formulated a Policy on materiality of Related Partytransactions for dealing with such transactions in line with the requirements of theListing Regulations with the Stock Exchange. The Policy on related party transactions isavailable on the Company's website at www.keshavcement.com
Particulars of Contracts or Arrangements with related parties referred to Section188(1) of the Companies Act 2013 in specified in Form AOC-2 which forms part of thisreport as "Annexure- II"
23. Directors' Responsibility
In pursuance of Section 134(5) of the Companies Act 2013 the board of directors tothe best of their knowledge and ability confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards hasbeen followed along with proper explanation relating to material departures;
(b) The directors have 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 have 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 have 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 financial controls" means the policies and procedures adopted bythe company for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information;
(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
24. Directors and Key Managerial
Personnel and Formal Annual Evaluation:
(a) The details of Directors & KMPs who were appointed or resigned during thefinancial year under review:
During the period under review the appointment of Mr. Krishnaji Patil who wasappointed as an Additional Independent Director of the company w.e.f. 13th November 2020was regularized by the shareholders in the 28th Annual General Meeting of the company heldon 8th September 2021 and he shall continue to act as the Independent Director of thecompany for a period of 5 consecutive years i.e. upto 12/11/2025.
(b) Independent Directors:
The Company has received declarations from the Independent Directors of the Companystating that they meet the criteria of independence as provided in sub-section (6) ofSection 149 of the Companies Act 2013 and the Regulation 16(1)(B) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
(c) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation and
Disclosure requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance and the performance of the individualDirectors as well as the evaluation of the working of its Committees. The manner in whichthe evaluation was carried out has been explained in the Corporate Governance Report.
(d) Disclosure on Reappointment of Independent Director(s):
During the Financial Year 2021-22 the Company has not re-appointed any IndependentDirector who had completed his/her tenure of 5 years. However the notice accompanyingthis report contains the Resolution put up for shareholders' approval for reappointing Mr.Balasaheb Mestri and Mrs. Radhika Dewani as the Non-Executive Independent Director of thecompany for a period of 5 years.
(e) Opinion of Board with regards to integrity proficiency of Independent Directors
50% of the composition of the Board of the company consists of Independent Directors.The Independent Directors appointed are having wide experience and knowledge in thevarious fields and they help the Board in providing an edge and give an outsideperspective to the Company. All the Independent Directors have registered their names inthe Independent Directors Data Bank and have also cleared the online proficiencyself-assessment test conducted by the Institute notified under sub-section (1) of Section150.
25. Statutory Auditors:
At the 24th Annual General Meeting of the Company held on 28th September 2017 theshareholders had approved the appointment of M/s. Singhi & Co. as the StatutoryAuditors of the Company for the period of five years from the conclusion of 24th AnnualGeneral Meeting till the conclusion of 29th Annual General Meeting of the Company. The 5year period of M/s. Singhi & Co. will end on the conclusion of the 29th AnnualGeneral Meeting. The Audit Committee and the Board of Directors in their respectivemeetings have approved the reappointment of M/s. Singhi & Co. for another period of5 years subject to the approval of shareholders of the company in the Annual GeneralMeeting the details of which will be provided in notice of the 29th Annual GeneralMeeting of the company.
26. Audit Report
There are no qualifications reservations or adverse remarks made by M/s. Singhi &Co. Chartered Accountants Statutory Auditors in their report for the financial yearended 31st March 2022. The Statutory Auditors have not reported any incident of fraud tothe Audit Committee of the Company in the year under review.
27. Secretarial Audit:
In terms of Section 204 of the Companies Act 2013 the Companies (Appointment andRemuneration of Managerial
Personnel) Rules 2014 and on the recommendation of the Audit Committee the Board ofDirectors of the Company has re-appointed M/s. Akshay Jadhav & Associates PracticingCompany Secretaries as Secretarial Auditor of the Company for the financial year 2021-22.Secretarial audit report as provided by M/s. Akshay Jadhav & Associates PracticingCompany Secretaries is also annexed to this Report in the prescribed Form MR-3 as
"Annexure-III". The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer. The report is self-explanatoryand therefore do not call for any further comments.
Further M/s. Akshay Jadhav & Associates Practicing Company Secretaries beingeligible to be reappointed as Secretarial Auditors of the company and expressed hiswillingness to be re-appointed for the financial year 2022-23. The Board of Directors onrecommendation of the Audit Committee has re-appointed M/s. Akshay Jadhav &Associates Practicing Company Secretaries as the Secretarial Auditors of the Company forthe financial year 2022-23.
28. Cost Audit:
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost records maintained by the Company inrespect of its manufacturing activity are required to be audited. Your Directors on therecommendation of the Audit Committee reappointed M/s. Santosh Kalburgi
& Co. Cost Accountants as Cost
Auditors of the Company for the financial year 2021-22.
M/s. Santosh Kalburgi & Co. Cost Accountants confirmed eligibility to bere-appointed as the Cost Auditor of the company and expressed his willingness to bereappointed for the financial year 2022-23. The Board of Directors has re-appointed M/s.Santosh Kalburgi & Co. Cost Accountants as the cost auditors of the Company for thefinancial year 2022-23 at remuneration of Rs. 60000/- subject to ratification of theirremuneration by shareholders in the ensuing Annual General Meeting of the Company. Asrequired under the Act the remuneration payable to cost auditors has to be placed beforethe Members at general meeting for ratification. Hence a resolution for the same formspart of the Notice of the ensuing AGM.
The Audit Committee has also received a Certificate from the Cost Auditor certifyingtheir independence and arm`s length relationship with the Company.
29. Nomination and Remuneration
Committee and Stakeholders Relationship Committee:
The present composition of the Nomination and Remuneration Committee includes Mr.Krishnaji Patil Chairman Mr. Balasaheb A Mestri and Mr. Venkatesh Katwa as its members.The Nomination and Remuneration committee has framed a policy for selection andappointment of Directors including determining qualifications of Independent Director KeyManagerial Personnel Senior
Management Personnel and their remuneration as part of its charter and other mattersprovided under Section 178(3) of the Companies Act 2013. The policy is made available onthe website of the company i.e. www.keshavcement.com.
The Stakeholders Relationship Committee comprises of Mr. Krishnaji Patil Chairman Mr.Balasaheb A. Mestri and Mrs. Radhika Pinal Dewani as its members.
30. Corporate Social Responsibility
During the FY 2021-22 the company has earned a Net Profit of Rs. 9.04 Crores. Thecompany has crossed the threshold of Rs. 5 cr Net Profit calculated as per section 198 ofthe Act and hence the company is obliged to spend not less than 2% of its average NetProfits made during the 3 immediately preceding financial years under CSR. However thecompany has not earned any Profit during the preceding 3 years. Even though the companyhas earned a Profit exceeding Rs. 5 cr during the FY 2021-22 the calculation of CSRexpenditure as provided under section 135(5) turns out to be Negative and so even afterthe applicability of the CSR to the company it is technically not required to spend anyamount.
As the amount required to be spent by the company on CSR does not exceed Rs. 50 lakhsthe Company is not required to constitute a Corporate Social Responsibility Committee asit does not fall within purview of Section 135 of the Companies Act 2013 and hence it isnot required to formulate policy on Corporate Social Responsibility.
31. 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 ofthe Act the Report and Accounts are being sent to the Members and others entitledthereto excluding the complete information on employees' particulars which is availablefor inspection by the Members at the Registered Office of the Company during businesshours on working days of the Company up to the date of the ensuing Annual General Meeting.If any Member is interested in obtaining a copy thereof such Member may write to theCompany Secretary in this regard.
32. Corporate Governance:
In compliance with Regulation 34(3) read with Schedule V of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Corporate GovernanceReport for the Financial Year 2021-22 as required under SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 of the Company is attached herewith and markedas "Annexure-V" forms part of this Report. The requisite certificate(s)along with certificate from M/s. Akshay Jadhav & Associates Practicing CompanySecretaries confirming compliance with the conditions of Corporate Governance and fromCompany Secretary in practice that none of the Directors of the Company have been debarredor disqualified from being appointed or continuing as Directors of the Company bySecurities and Exchange Board of India/ Ministry of Corporate Affairs or any suchauthority is attached to the Corporate Governance Report.
33. Audit Committee:
The Audit committee comprises of Mr. Krishnaji Patil as Chairman Mr. Balasaheb MestriMrs. Radhika Dewani and Mr. Venkatesh H Katwa as its members.
The committee met 5 times during the Financial Year under review and all therecommendations were accepted by the Board.
34. Conservation of Energy
Technology Absorption Foreign Exchange Earnings and Outgo:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureVI".
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.
Statements in the Board's Report and the Management Discussion &
Analysis describing the Company's objectives expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include global and domestic demand andsupply conditions affecting selling prices of finished goods input availability andprices changes in government regulations tax laws economic developments within thecountry and other factors such as litigation and industrial relations.
|For and on behalf of the Board of Directors of |
|SHRI KESHAV CEMENTS AND INFRA LIMITED |
|Venkatesh Katwa |
|Date: 06/07/2022 |
|Place: Belgaum |