The Directors have pleasure in presenting the Twenty Sixth Annual Report on thebusiness and operations of the Company along with Audited Financials for the year ended ason 31st March 2019.
1. Financial Results:
Financial Results of the Company for the year under review along with the figures forprevious year are as follows:
|Particulars ||31st March 2019 ||31st March 2018 |
|Revenue from operations (Net) ||7003.15 ||5205.22 |
|Other Income ||44.07 ||32.48 |
|Employee cost ||344.03 ||290.12 |
|Other expenditure ||384.67 ||386.32 |
|Earnings befo re Interest Depreciation & tax ||(441.17) ||28.47 |
|Depreciation ||1174.37 ||651.57 |
|Finance cost ||1835.58 ||89.22 |
|Profit before Tax ||(441.17) ||28.47 |
|Total of tax Expenses ||(1583.82) ||(200.29) |
|Profit after Tax ||(2025.00) ||(171.82) |
|Other Comprehensive Income || || |
|i) Items that will not be reclassified susubsequently to profit or loss Remeasurement of the net defined benefit liability/ asset ||1.44 ||(3.60) |
|ii) Items that will be reclassified subsequently to profit or loss ||(0.38) ||-- |
| ||1.07 ||(3.60) |
|Total Comprehensive Income for the year ||(2023.93) ||(175.42) |
|EPS (Basic) ||(39.50) ||(3.42) |
|D iluted ||(39.50) ||(3.42) |
2. State of Affairs of the Company:
On the standalone front your company registered total revenue comes to 7047.22 lakhsfor the year ended 31st March 2019. The pre-tax profit/(Loss) was Rs. (441.17)Lakhs & Net profit/ (Loss) is of Rs.(2025.00) Lakhs. The Directors are confident ofachieving continuous progress in sales and profit in the years to come.
No Dividend was declared for the current financial year 2018-19 due to insufficientprofit.
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 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.
The Company proposes to transfer an amount of Rs. 71.53/- Lakhs to the GeneralReserves.
6. Share Capital:
During the year under review the Authorized Equity Share Capital of the Company as on31st March 2019 was Rs. 120000000/- and the Paid-up Equity Share Capital as on 31stMarch 2019 was Rs. 51242000/-.
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.
Cash and cash equivalent as at 31st March 2019 was Rs. 152.73 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) Company has obtained Government of Karnataka approval for sale of Solar Energyproduced in excess of self consumption.
During the year company has obtained Credit Rating of 'IND BB' and downgraded fromearlier rating 'IND BBB-' as on January 17 2019 from India Ratings & Research PrivateLimited.
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 review 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 2019:
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 Company has RiskManagement Committee to monitor the Risk Management Policy.
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 28.05.201811.07.2018 10.08.2018 28.09.2018 09.11.2018 and 13.02.2019. The maximum intervalbetween two consecutive meetings did not exceed 120 days.
20. Public Deposits:
Your Company has not accepted any deposits from the public during the financial yearunder review.
21. Extract of the Annual Return:
As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an Extract of Annual Report in FormMGT-9 is available 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 Section 188(1) of the Companies Act 2013 in format specified as Form AOC-2 forms part of this report"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 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.
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. Satish Kalpavruksha Independent Director retiredfrom the Board of Directors of the Company w.e.f. 09th November 2018. FurtherMr. Alpesh Jain has been appointed as Independent Director in the Board w.e.f. 09thNovember 2018.
Fact of resignation of Director:
Mr. Satish Kalpavruksha Independent Director retired from the Board of the Company dueto completion of term of 5 years.
(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.
25. Statutory Auditors:
At the Annual General Meeting of the Company held on 28th September 2017the shareholders appointed M/s. Singhi & Co. Chartered Accountants Bangalorebearing Registration 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 of the Company for audit of financial statement at a remunerationto be decided by the Audit Committee of the Board of Directors in consultation withAuditors for the purpose of Audit.
26. Auditor's 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 2019. 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 hasappointed M/s S. Kedarnatah & Associates Practicing Company Secretary as theSecretarial Auditor of your Company to conduct Secretarial Audit for the financial yearended 31st March 2019 is annexed as "Annexure 2" to this Report.There are no qualifications reservations or adverse marks made by Secretarial Auditor inthe Report.
28. Cost Audit:
Mr. S K Tikare & Co. (FR No. 101039) Cost Auditors of the Company have beenappointed as Cost Auditors of the company for the year ended 31st March 2020. Aresolution seeking shareholder's ratification of the remuneration payable to the CostAuditors has been included in the Notice of AGM. The reports submitted
by the Cost Auditors are filed with the 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 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 3". In terms of Section 136 of the Actthe Report and Accounts are being sent to the Members and others entitled theretoexcluding the complete information on employees' particulars which is available forinspection by the Members at the Registered Office of the Company during business hours onworking days of the Company up to the date of the ensuing Annual General Meeting. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary 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 M/s. S Kedarnath & AssociatesPracticing Company Secretaries confirming the compliance with the conditions of CorporateGovernance as stipulated 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. 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. 248.81/- (In Lakhs) |
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 m anagement is of the opinion that the development of export market will take its own time. |
|b. Total foreign exchange used and || |
|earned: || |
|Earne d ||Nil |
|Used ||Nil |
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 re sult 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 |
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 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 Board of Directors of SHRI KESHAV CEMENTS AND INFRA LIMITED |
|Place: Belgaum Date: 25.05.2019 ||Sd/- |
Venkatesh Katwa Chairman