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Kamdhenu Ltd.

BSE: 532741 | NSE: KAMDHENU |

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Series: BE | ISIN: INE390H01012 | SECTOR: Steel - Medium & Small

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Annual Report

For Year :
2018 2016 2015 2013 2012 2011 2010 2009 2008

Director’s Report

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

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Key highlights of the financial results of your Company prepared as per the Indian Accounting Standards (Ind AS) for the financial year ended 31st March, 2018 are as under

(Rs. in Lakhs)

Particulars

FY 2017-18

FY 2016-17

Revenue from Operations

1,18,732.52

86,772.83

Other Income

71.44

54.64

Total Revenue

1,18,803.96

86,827.47

Total Expenses

1,16,362.93

85,654.24

Profit before Tax

2,441.03

1,173.23

Tax Expenses

874.28

362.93

Profit After Tax

1,566.75

810.30

Total Comprehensive Income

1,541.49

811.86

Paid up Capital

2,340.00

2,340.00

2. DIVIDEND

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

The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

The dividend, if declared in the Annual General Meeting, shall be paid on or before 23rd October, 2018.

3. GENERAL RESERVES

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

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THIS REPORT

Your Directors would like to inform that no material changes and commitments have occurred between the end of the financial year under review and the date of this report that 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 Rs.1,18,732.51 Lakhs during the financial year 2017-18 registering a growth of 37% compared to last year.

Profit after tax increased by 93% to Rs.1,566.75 Lakhs in the financial year 2017-18 compared to Rs.810.30 Lakhs in the financial year 2016-17 inspite of adverse market conditions.

The tax expenses of the Company for current year are Rs.874.28 Lakhs as compared to Rs.362.93 Lakhs in the previous year which comprises current year tax, deferred tax and earlier year tax.

The earnings per share for the year is Rs.6.70 as against Rs.3.46 in the previous year.

For details, please refer Management Discussion and Analysis which forms part of this report.

6. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help to attract best external talent and promote internal talent to higher roles and responsibilities. The Company providing an open work environment fostering continuous improvement and development that helped several employees realize their career aspirations during the year.

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

During the financial year 2017-18, the Company has implemented the Kamdhenu Employee Stock Option Scheme 2017 and allotted 6,15,000 Options to eligible employees as per the scheme against which the employees shall be allotted equal number of equity shares in next 4 years.

The Company''s Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company''s progressive workforce policies and benefits, various employee engagement and welfare have addressed stress management, promoted work life balance.

7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

At Kamdhenu, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. At Kamdhenu, every individual is expected to treat his/her colleagues with respect and dignity. The Direct Touch (Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment. The Company also has in place ‘Prevention of Sexual Harassment Policy''. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees are covered under this policy. The following is a summary of sexual harassment complaints received and disposed 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 the Companies Act, 2013 and other statutory requirements:

- DETAILS OF UNPAID DIVIDEND AS PER IEPF (UPLOADING OF INFORMATION REGARDING UNPAID AND UNCLAIMED AMOUNTS LYING WITH COMPANIES) RULES, 2012

- FINANCIAL STATEMENTS OF THE COMPANY ALONG WITH RELEVANT DOCUMENTS AS PER SECTION 136(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 PRICE SENSITIVE 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 INDEPENDENT DIRECTORS OF THE COMPANY

- APPOINTMENT LETTER OF INDEPENDENT DIRECTORS

9. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE 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 Report as 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) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 29th September, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

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

The Board has duly examined the Statutory Auditors’ Report to the accounts for the Financial Year 2017-18, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report. The Report does not contain any qualification, reservation, disclaimer or adverse remark.

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

COST AUDITORS AND THEIR REPORT

The Company has received the consent and eligibility certificate that the appointment if made shall be in accordance with the provision of Section 148 of the Companies Act, 2013. Accordingly the Board, on the recommendation of the Audit Committee has approved the appointment of M/s K. G. Goel & Associates, Cost Accountants, as Cost Auditors, for the financial year ending 31st March, 2019. The Cost Auditors will submit their report for the financial year ending 31st March, 2019 on or before the due date.

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

SECRETARIAL AUDITORS AND THEIR REPORT

The Company had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct its Secretarial Audit for the financial year ended 31st March, 2018. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure-IV to this report.

I n compliance with Section 204 of the Act, the Company has re-appointed M/s Chandrasekaran Associates, Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2018-19.

11. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed in terms of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy , technology absorption and foreign exchange earnings and outgo, to the extent possible in opinion of your directors, and forming part of this Report is given in Annexure-I to this Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted the Corporate Social Responsibility (CSR) Committee of the Board of Directors. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Report. The CSR Policy as recommended by the CSR Committee and approved by the Board of Directors in pursuance of the provisions of Companies Act, 2013 is uploaded 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 in implementation 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 was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of Managing Director on goals (quantitative and qualitative) set at the beginning of the year.

A separate meeting of the independent directors (Annual ID meeting) was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. After convening the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board''s Chairman covering performance of the Board as a whole; performance of the nonindependent 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 account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

Besides this, there was no change in the composition of the Board of Directors during the year.

16. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY''S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, there is no such company which has become or ceased to be Company''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 the Regulators or Courts or Tribunals which may impact the going concern status and future operations 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 respect of employees of the Company.

a. Ratio of the remuneration of each director to the median remuneration of the employees 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 Rs.3,24,516/-.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year ended 31st 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 financial year ended 31st March, 2018 is 8.04.%.

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

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in FY 2017-18 was 7.08 %. Percentage increase in the managerial remuneration for the year was 39.08%.

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 the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

Particulars of Employees pursuant to the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(2) &5(3) of the Companies (Appointment and Remuneration 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/ 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

1.

Shri Satish Kumar Agarwal

68

Chairman & Managing Director

5,81,600

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

5,66,600

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

5,31,600

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

5,31,600

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

5,21,033

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

2,29,965

B.Com,C.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)

Desgnation

Monthly Remuneration o

Qualification

Experi

ence

(Yeas)

Date of commencement of Employment

Last Employment held/ Desgnation/ Period

Nature of employ-mentwhether 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

2,00,137

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

1,92,133

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

1,79,269

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

1,60,671

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 Rs.102 Lakh

NIL

Employed for part of the year and in receipt of remuneration not less than Rs.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 eauity 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 Section 92, 134(3) (a) and Rule 12 of Companies (Management And Administration) Rules, 2014 of the Companies Act, 2013 in the prescribed Form MGT-9 is enclosed as Annexure-111 to this report.

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 31st March, 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. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during Financial Year 2017-18 and attendance of the Directors at each meeting is provided in the Report 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, Shri Radha Krishna Pandey, Shri Ramesh Chand Surana and Smt. Nishal Jain, Independent Non Executive Directors of the Company under Section 149(7) of the Companies Act, 2013, that he/she continue to meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year. The Independent Directors have also confirmed that they have complied with the Company’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 for determining aualifications, positive attributes, independence of a director and other matters provided under section 178 (3) of the Act are available in website of the Company under the heading investor zone at www.kamdhenulimited.com. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return in Form MGT-9 enclosed as Annexure-III to this Report.

We affirm that remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Nomination and Remuneration Policy as approved and adopted by Nomination and Remuneration committee and the Board of Directors of the Company, enumerating the criteria laid down for appointment, evaluation and remuneration of Directors and key managerial personnel, determining aualifications, positive attributes and independence of Directors and/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 Disclosure Reauirements) Regulations, 2015, the Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Company''s business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company. All the members of the Board and senior management 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 the Board of Directors and the Senior Management confirming that none of them has violated the conditions 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 and Disclosure Reauirements) regulations, 2015. Details given in Corporate Governance Report forming 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, or provided any security or made any investments pursuant to the provisions of Section 186 of the 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 in Section 188 of the Companies Act, 2013. Accordingly, there is no transaction which required 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 and efficient conduct of its business,including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors,accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. A brief note on information about internal financial control systems and its adequacy is set out in the Management Discussion & 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 continuous basis. The Committee oversees Company''s process and policies for determining risk tolerance and review management''s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically 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 and training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the Report 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 Management of 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 of Conduct is also provided in the Report on Corporate Governance, which forms part of this Annual Report.

32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NONEXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

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

The Companies Act, 2013 has made it compulsory for every company to comply the two secretarial 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 board meetings (SS-1) and general meetings (SS-2). The Company has complied with provisions of Secretarial 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, your Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

Explanation: For the purposes of this clause, the term internal financial controls means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

f) The directors had devised proper systems to ensure compliance with the provisions of all 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 for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors stockists, dealers, business partners, 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 the rewards of growth. It will be your Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co- operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

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

Director’s Report