The Directors have a pleasure in presenting you the 27th Annual Report on the businessand operations of the Company along with Audited Financials for the year ended as on 31stMarch 2020.
1. Financial Results:
Financial Results of the Company for the year under review along with the figures forprevious year are as follows:
|Particulars ||For the Year ended on 31st March 2020 ||For the Year ended on 31st March 2019 |
|Revenue from Operations ||6801.27 ||7003.15 |
|Other Income ||50.10 ||44.07 |
|Total Income ||6851.38 ||7047.22 |
|Less: Expenses ||7038.62 ||7488.39 |
|Profit before Exceptional items & Tax ||-187.24 ||-441.17 |
|Add: Exceptional items ||- ||- |
|Less: Tax Expense || || |
|Current Tax ||- ||- |
|Deferred Tax ||576.65 ||1534.06 |
|Provision for Tax previous year ||- ||-3.37 |
|MAT Credit reversal of previous year ||- ||53.14 |
|Profit for the period from continuing operation ||-763.89 ||-2025.00 |
|Profit/(loss) from discontinued operations ||- ||- |
|Profit/(Loss) for the period ||-763.89 ||-2025.00 |
|Total other comprehensive income net of tax ||5.60 ||1.07 |
|Total comprehensive income for the period ||-758.29 ||-2023.93 |
|Earnings per share (Basic) ||-8.06 ||-35.92 |
|Earnings per share (Diluted) ||-8.06 ||-35.92 |
2. State of Affairs of the Company:
On the standalone front your company has earned a revenue of Rs. 6851.38 lakhs for theyear ended 31st March 2020. The pre-tax profit/(Loss) was Rs. (187.24) Lakhs & Netprofit/ (Loss) is of Rs.(20763.89) Lakhs. The Directors are confident of achievingcontinuous progress in sales and profit in the years to come.
No Dividend was declared for the current financial year 2019-20 due to insufficientprofit.
4. Transfer of unpaid and unclaimed amount to IEPF:
During the period under review the company was not required to transfer any unpaiddividend amount to the IEPF pursuant to provision of Section 125 of the Companies Act2013.
The Company does not propose to transfer any amount to the General Reserves for the FY2019-20.
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 at the beginning of the year wasRs. 51242000/- which was increased during the year by Rs. 68715520/- By way ofRights Issue and as on 31st March 2020 the Paid-up Equity Share Capital is 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 the company made a rights issue of Rs. Rs. 68715520/- which hasincreased the Paid-up Equity Share Capital to Rs. 119957520/- The details of the issueare as follows:
|Particulars ||Details |
|1. No. of Shares issued ||6871552 Equity Shares |
|2. Face value of each share ||Rs. 10/- |
|3. Issue price per share ||Rs. 41/- |
|4. Premium per share ||Rs. 31/- |
|5. Total issue size ||Rs. 2817.33 Lakhs |
|6. Ratio ||1341 Equity Share for every 1000 Fully Paid-Up Equity Share(s) (i.e. 1341:1000) |
|7. RECORD DATE ||September 19 2019 |
|8. Date of opening of Issue ||September 30 2019 |
|9. Date of Closing of Issue ||October 14 2019 |
|10. Date of grant of permission to list securities on BSE ||October 24 2019 |
Cash and cash equivalent as at 31st March 2020 was Rs. 220.22 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:
No change in the nature of the business of the Company done 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.
A) Following the lockdown guidelines the corporate office and the factories of thecompany were closed from 22nd March 2020 till 3rd May 2020. The COVID-19 crisis isexpected to have a negative impact on the business of the entity due to the closure offactory premise and the corporate office. The reduction in production and sales figuresmay affect the overall profitability of the company. The profitability of the company mayalso have a negative impact due to the closure of factory and payment of salaries to thestaff and workers during the lockdown as per guidelines issued time to time.
9. Details in respect of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the Central Government:
No such frauds were reported by the Auditors during the year under review.
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 andprocedures for their adequacy effectiveness and continuous operation for addressing riskmanagement and mitigation strategies.
12. Details of Subsidiary/Joint Ventures/Associate Companies:
The Company does not have any Subsidiaries/Joint Ventures/Associate Companies.
13. Particulars of Loans Guarantees or Investments:
There were 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 Blower Policy:
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 and Redressal) 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) Act 2013. The following is a summary ofsexual harassment complaints received and disposed off during the financial year endingMarch 31 2020: Number of complaints received : NIL Number of complaints disposed off :NIL
17. Development and Implementation of Risk Management Policy:
Pursuant to the requirement of Regulation 21 of the SEBI (LODR) Regulations 2015 theCompany has developed and implemented the Risk Management Policy. The objective of thispolicy 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 year under review the Board of Directors held 6 meetings on 25/05/201913/08/2019 06/09/2019 13/11/2019 22/01/2020 and
13/02/2020. The maximum interval between two consecutive meetings did not exceed 120days.
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- I
23. Directors' Responsibility Statement:
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 accountingstandards has been followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 internalfinancial controls to be followed by the company and that such internal financial controlsare adequate 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 have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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 Mr. Santosh Shadadal Company Secretary and ComplianceOfficer of the company retired from his position w.e.f. 01st February 2020 and in hisplace Miss Varsha Shirgurkar has been appointed as the Company Secretary and ComplianceOfficer of the company w.e.f. 01st February 2020.
(b) Independent Directors:
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 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 andDisclosure requirements) 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.
(d) Disclosure on Re-appointment of Independent Director(s):
The Company has not re-appointed any independent director who had completed his/hertenure 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. However they are yet to clear the online proficiencyself-assessment test conducted by the Institute notified under sub-section (1) of Section150.
25. Statutory Auditors:
At the Annual General Meeting of the Company held on 28 th September 2017 theshareholders appointed M/s. Singhi & Co. Chartered Accountants Bangalore bearingRegistration No. 302049E with the Institute of Chartered Accountants of India asStatutory Auditors of the Company for the period of five years from the conclusion of 24thAnnual General Meeting till the conclusion of 29th Annual General Meeting of the Companyfor audit of financial statement at a remuneration to be decided by the Audit Committee ofthe Board of Directors in consultation with Auditors for the purpose of Audit.
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 2020. The Statutory Auditors have not reported any incident of fraud tothe Audit Committee of the Company in the year under review.
27. 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 Company hadappointed M/s S. Kedarnatah & Associates Practicing Company Secretary as theSecretarial Auditor however due to his resignation the Board of Directors in the BoardMeeting held on 13th February 2020 appointed Mr. Akshay Jadhav Practicing CompanySecretary as the Secretarial Auditor of the Company to conduct Secretarial Audit for thefinancial year ended 31st March 2020. The Secretarial Audit Report for the financial yearended 31st March 2020 is annexed as Annexure II' to this Report.There are no qualifications reservations or adverse marks made by Secretarial Auditor inthe Report.
28. Cost Audit:
M/s. Santosh Kalburgi & Co. Cost Accountant have been appointed as the CostAuditors of the company for the year ended 31st March 2021. A resolution seekingshareholder's ratification of the remuneration payable to the Cost Auditors has beenincluded in the Notice of AGM. The reports submitted by the Cost Auditors are filed withthe appropriate authorities.
29. Nomination and Remuneration Committee and Stakeholders Relationship Committee:
The present composition of the Nomination and Remuneration Committee includes Mr.Balasaheb A Mestri Chairman Mr. Alpesh Jain and Mr. Venkatesh Katwa as its members. TheNomination and Remuneration committee has framed a policy for selection and appointment ofDirectors including determining qualifications of Independent Director Key ManagerialPersonnel Senior Management Personnel and their remuneration as part of its charter andother matters provided under Section 178(3) of the Companies Act 2013. The policy is madeavailable on the website of the company i.e. www.keshavcement.com .
The Stakeholders Relationship Committee comprises of Mr. Alpesh C. Jain Chairman Mr.Balasaheb A. Mestri and Mrs. Radhika Pinal Dewani as its members.
30. Corporate Social Responsibility Policy (CSR):
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not 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 IIP'. In terms ofSection 136 of the Act the Report and Accounts are being sent to the Members and othersentitled thereto excluding the complete information on employees' particulars which isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting. If any Member is interested in obtaining a copy thereof such Member may write tothe Company Secretary in this regard.
32. Corporate Governance and Management Discussion and Analysis:
Your company has taken adequate steps to adhere to all the stipulations as laid down inPursuant to Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 As required a report on Corporate Governance is provided elsewhere inthis Annual Report along with certificate from Mr. Akshay Jadhav Practicing CompanySecretary confirming the compliance with the conditions of Corporate Governance asstipulated under the said Regulations is attached to this report.
33. Audit Committee:
The Audit committee comprises of Mr. Alpesh C Jain Chairman Mr. Balasaheb A MestriMrs. Radhika Pinal Dewani and Mr. Venkatesh H Katwa as members. The committee met 4 timesduring the Financial Year under review and all the recommendations were accepted by theBoard.
34. 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. Steps taken by the company for utilizing alternate source of energy ||The company has set up solar plant at Koppal District in Karnataka as a step towards using alternate source of energy. |
|c. Additional investments and proposals if any being implemented for the reduction of consumption of energy ||No fresh investment is proposed but conscious efforts are being made to save energy wherever possible. |
|d. 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. |
|e. Total energy consumption ||Rs. 206.35/- (In Lakhs) |
B. Technology Absorption:
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: ||NIL |
|2. Benefits derived as a result of the above efforts e.g. product improvement cost reduction product development import substitutes etc. ||NIL |
|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. ||NIL |
|(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. || |
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: || |
|i. Earned: ||Nil |
|ii. Used: ||Nil |
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 & Analysisdescribing the Company's objectives expectations or forecasts may be forwardlookingwithin 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 of |
| ||SHRI KESHAV CEMENTS AND INFRA LIMITED |
| ||Sd/- |
|Place: Belgaum ||Venkatesh Katwa |
|Date: 24/08/2020 ||Chairman |