Moneycontrol Be a Pro
Get App
SENSEX NIFTY
Kameshwari Industries Directors Report, Kameshwari Ind Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > CEMENT - MINI > DIRECTORS REPORT - Kameshwari Industries

Kameshwari Industries

BSE: 531825|ISIN: INE335N01015|SECTOR: Cement - Mini
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
Kameshwari Industries is not traded in the last 30 days
Kameshwari Industries is not listed on NSE
Directors Report Year End : Mar '15    Mar 14
The Directors are pleased to present their 24th Annual Report on the
 business and operations of RCC Cements Limited and the Financial
 Accounts of the company for the Financial Year ended on March 31, 2015.
 
 FINANCIAL RESULTS
 
                                              (Rs. In Lacs)
 
 Particulars                            Current 
                                        Year        Previous 
                                                    Year
 
 Income from Operations                    9.11         8.93
 
 Total Revenue                             9.11         8.93
 
 Profit(Loss) before Depreciation 
 and Taxation                              0.27         0.26
 
 Less: Depreciation                           -            -
 
 Profit(Loss) before taxation              0.27         0.26
 
 Provision for taxation                    0.08         0.08
 
 Deferred Tax                                 -            -
 
 Profit(Loss) after taxation               0.19         0.18
 
 Profit/(Loss) brought forward from 
 previous year                           221.86      (222.04)
 
 Balance carried forward                 221.67      (221.86)
 
 1.  Results of operations
 
 During the financial year under review the company has incurred a net
 profit (after tax) of Rs.18,831/- as compared to a profit (after tax)
 of Rs.18,071/- in the previous financial year.
 
 2.  Dividend
 
 Keeping in view the insufficiency of profits, the Board of Directors do
 not recommend any dividend for the year ended March 31, 2015.
 
 3.  Reserves
 
 In view of insufficiency of profits, no amount is proposed to be
 transferred to Reserves for the year under review.
 
 4.  Brief description of the Company''s working during the year:
 
 A.  Review Of Operations
 
 During the year under review total revenue of the Company was Rs.
 9,11,000/- as against Rs. Rs. 8,93,140/- in the previous year. The
 company earned a net profit (before tax ) of Rs. 27,251/- against a net
 profit (before tax )of Rs. 26,152/- during the previous year. Your
 Directors are putting in their best efforts to improve the
 profitability of the Company.
 
 5.  Change in the nature of business, if any
 
 During the year, there is no change in the nature of business activity
 of the company.
 
 6.  Material changes and commitments, if any, affecting the financial
 position of the company which have occurred between the end of the
 financial year of the company to which the financial statements relate
 and the date of the report
 
 During the period between the end of the financial year of the company
 and the date of the report, there are no material changes and
 commitments which affect the financial position of the company.
 
 7.  Details of significant and material orders passed by the Regulators
 or Courts or Tribunals impacting the going concern status and company''s
 operations in future :
 
 During the year, there is no significant and material orders passed by
 the Regulators or Courts or Tribunals which impact the going concern
 status and company''s operations in future.
 
 Merger of the Company
 
 The company has initiated the process of merger with M/s Virgo Softech
 Limited i.e., the transferor company in the F.Y. 2012-13. The Board is
 of the opinion that the transferor company is a closely held
 professionally managed, rapidly growing, multifaceted information
 technology company with vast experience and substantial business
 relating to e-Governance and Smart Card.
 
 The managements of the two companies found it mutually beneficial to
 amalgamate transferor company and consolidate the business and
 financial strengths with Transferee Company, i.e., RCC Cements Limited.
 The consolidation of Transferor''s company business with transferee
 company would at one hand strengthen the financials of RCC Cements
 Limited for the benefit of all its stakeholders and on the other hand
 would help transferor company business in getting future contracts and
 raising funds for expansion due to its listed status.
 
 The Hon''ble High Court of Delhi had duly convened and held Meeting of
 the Equity Shareholders of your Company on 20th July, 2013 for
 consideration and approval of the aforesaid scheme of amalgamation The
 shareholders of the Company had duly approved the aforesaid scheme of
 amalgamation in the aforesaid general meeting. However, the Order of
 the Hon''ble High Court for approval of the aforesaid scheme of
 amalgamation is still pending.
 
 8.  Details in respect of adequacy of internal financial controls with
 reference to the Financial Statements :
 
 The Board has adopted policies and procedure for ensuring the orderly
 and efficient conduct of its business, including adherence to the
 company''s policies, the safeguarding of its asset, the prevention and
 detection of fraud and error, the accuracy and completeness of the
 accounting records, and the timely preparation of reliable financial
 disclosure.
 
 9.  Details of Subsidiary/Joint Ventures/Associate Companies:
 
 The Company has no Subsidiary. During the year, no company has become
 or ceased as subsidiary/Joint- venture/Associate of the company.
 
 10.  Performance and financial position of each of the subsidiaries,
 associates and joint venture companies included in the consolidated
 financial statement:
 
 During the year, no consolidated financial statements have been
 prepared by the company as the Company has no subsidiary company.
 
 11.  Deposits :
 
 Your Company has not accepted any deposits from public within the
 meaning of Section 73 of the Companies Act, 2013 read with Companies
 (Acceptance of Deposits) Rules, 2014, during the year under review. The
 details relating to deposits, covered under Chapter V of the Act is as
 under- 
 
 (a) accepted during the year                         Rs Nil
 
 (b) remained unpaid or unclaimed as at the end of 
 the year                                             Rs Nil
 
 (c) whether there has been any default in 
 repayment of                                             No
 deposits or payment of interest thereon during the 
 year and if so, number of such cases and the total 
 amount involved
 
 (i) at the beginning of the year                     Rs Nil
 
 (ii) maximum during the year                         Rs Nil
 
 (iii) at the end of the year                         Rs Nil
 
 12.  Auditors:
 
 M/s. RMA & Associates, Chartered Accountants, New Delhi, the Statutory
 Auditors of the Company (Registration No. 000978N), will hold office
 until the conclusion of the forthcoming Annual General Meeting and
 being eligible, have offered themselves for re-appointment for a
 further period of five years as per the provisions of Section 139 of
 the Companies Act and Rules made thereunder. They have confirmed that
 their appointment, if made, shall be in accordance with the provisions
 of Section 139(1) of the Act read with Companies (Audit and Auditors)
 Rules, 2014 and that they are not disqualified for their reappointment
 as Statutory Auditors of the Company. They have furnished a certificate
 of their eligibility and consent under Section 139(1) and 141 of the
 Companies Act, 2013 and the rules framed there under. They have also
 confirmed that they hold a valid peer review certificate as prescribed
 under Clause 41(1)(h) of the Listing Agreement.
 
 The Board of Directors have recommended the reappointment of M/s. RMA &
 Associates, Chartered Accountants as the Statutory Auditors of the
 Company to hold office for a period of five years i.e., from the
 conclusion of ensuing Annual General Meeting till the conclusion of
 29th Annual General Meeting subject to ratification by shareholders at
 each Annual General Meeting.
 
 13.  Auditors'' Report:
 
 The Auditor report does not contain any qualification, reservation or
 adverse remark.
 
 14.  Share Capital :
 
 A Issue of equity shares with 
 differential rights            : During the year, company has not 
                                  issued any equity shares with 
                                  differential rights.
 
 B Issue of sweat equity shares   During the year, company has not issue
                                  any Sweat equity shares.
 
 C Issue of employee stock 
 options                          During the year, company has not
                                  issued employee stock options.  
 
 D Provision of money by company 
 for purchase of                  Rs Nil 
 its own shares by employees or 
 by trustees for the benefit of 
 employees 
 
 E Bonus Shares                   No bonus shares were issued during
                                  the year under review.
 
 15.  Extract of the annual return (MGT-9):
 
 The extract of the annual return in Form No. MGT9 is annexed herewith
 (Annexure 1).
 
 16.  Conservation of energy, technology absorption and foreign exchange
 earnings and outgo :
 
 The details of conservation of energy, technology absorption, foreign
 exchange earnings and outgo are as follows:
 
 A) Conservation of energy:
 
 Your company has undertaken various energy efficient practices which
 has strengthened the Company''s commitment towards becoming an
 environment friendly organization. The Company makes all efforts
 towards conservation of energy, protection of environment and ensuring
 safety. As far as possible, company is utilizing alternate sources of
 energy.
 
 (B) Technology absorption:
 
 The business of the company is not technology driven. No technology has
 been imported. There is nothing to be disclosed on account of
 technology absorption.
 
 (C) Foreign exchange earnings and Outgo during the year:
 
                                                        Rs 
 Foreign Exchange Earned in terms of actual inflows    Nil
 
 Foreign Exchange outgo in terms of actual outflows    Nil
 
 17.  Corporate Social Responsibility (CSR) :
 
 In terms of section 135(1) of the Companies Act, 2013, the provisions
 of Corporate Social Responsibility are not applicable to the Company.
 
 18.  DIRECTORS AND KEY MANAGERIAL PERSONNEL 
 
 A) Changes in Directors and Key Managerial Personnel 
 
 Appointment 
 
 During the year under review, Ms.  Madhu Sharma, was appointed as an
 Additional Director in the category of Non-Executive, Woman Director of
 the Company with effect from 31st March, 2015 and in terms of relevant
 provisions of the Companies Act, 2013 she holds office till the
 conclusion of this Annual General Meeting.
 
 The Company has received a notice under Section 160 of the Act
 alongwith deposit of requisite amount proposing her candidature for the
 office of director liable to retire by rotation.
 
 The Board of Directors of the Company proposed to appoint Ms. Madhu
 Sharma as a Director of the Company whose term of office is liable to
 determination by retire of Directors by rotation.
 
 Further, during the year under review, Mr. Sunil Kumar was reappointed
 as Managing Director of the Company w.e.f. 07/05/2015 for a period of
 five years. The tenure of Mr. Sunil Kumar as Managing Director of the
 Company has expired on 06/05/2015. The Board of Directors had its
 Meeting held on 06/05/2015, pursuant to the approval of remuneration
 committee, approved the reappointment of Mr. Sunil Kumar as Managing
 Director of the Company w.e.f. 07/05/2015 for a period of 5 years. The
 reappointment of Mr. Sunil Kumar as a Managing Director of the Company
 shall be subject to the approval of shareholders in the ensuing Annual
 General Meeting.
 
 Further, in the Board Meeting held on 02/09/2014, Mr. Jata Shankar Jha
 was appointed as Chief Financial Officer and Key Managerial Personnel
 of the Company.
 
 Retirement by Rotation
 
 In accordance with the provisions of the Companies Act, 2013, Mr. Sunil
 Kumar, Managing Director of the Company, retires by rotation at the
 forthcoming AGM, and being eligible, offers himself for re-appointment.
 
 Mr. Sunil Kumar, aged 53 years, is a Commerce graduate from a reputed
 university. He has an enriched experience of over 25 years in preparing
 business plans, business valuation, audit, accounts, taxation, project
 management and stock broking activities. He has always demonsterated a
 certain dynamism and foresight seen in the most pragmatic of
 professional.
 
 Cessation
 
 Ms. Pooja Chuni, Company Secretary of the Company has tendered her
 resignation w.e.f. 05th August, 2015.  The Board puts its sincere
 appreciation towards the valuable contribution shown by her in meeting
 out the Statutory Compliances of the Company.
 
 B.  Declaration by Independent Directors
 
 Your Company has received necessary declaration from each Independent
 Director of the Company under Section 149(6) of the Companies Act, 2013
 read with Clause 49(II)(B) of Listing Agreement confirming that they
 met with the criteria of independence as prescribed under the aforesaid
 Section and Clause.
 
 C Formal Annual Evaluation
 
 In compliance with the Companies Act, 2013 and Clause 49 of the Listing
 Agreement, during the year, the Board adopted a formal mechanism for
 evaluating its performance as well as that of its Committees and
 Individual Directors including the Chairman of the Board.
 
 The evaluation of Independent Directors was carried out by the entire
 Board and that of the Chairman and Non  Independent Directors were
 carried out by the Independent Directors.
 
 The Directors were satisfied with the evaluation results, which
 reflected the overall engagement of the Board and its Committees with
 the Company.
 
 19.  Number of meetings of the Board of Directors :
 
 Seven meetings of the Board of Directors were held during the year
 
 20.  Committees of the Board :
 
 During the year under, in accordance with the Companies Act, 2013 and
 Clause 49 of the Listing Agreement, the Board reconstituted some of its
 Committees. The Committees are as follows:
 
 - Audit Committee
 
 - Stakeholders'' Relationship Committee
 
 - Nomination and Remuneration Committee
 
 - Risk Management Committee
 
 Details of the said Committees alongwith their charters, compositions
 and meetings held during the year are provided in the Report of
 Corporate Governance as a part of this Annual Report.
 
 21.  Board Evaluation
 
 Clause 49 of the Listing Agreement mandates that the Board shall
 monitor and review the Board Evaluation framework. The Companies Act,
 2013 provides that a formal annual evaluation needs to be made by the
 Board of its own performance and that of its Committees and individual
 directors. Schedule IV of the Companies Act, 2013, states that the
 performance evaluation of Independent Directors shall be done by the
 entire Board of Directors, excluding the director being evaluated.
 
 The board of directors has carried out an annual evaluation of its own
 performance, Board Committees and individual directors pursuant to the
 provisions of the Companies Act, 2013 and the corporate governance
 requirements as prescribed by Securities and Exchange Board of India
 (SEBI) under Clause 49 of the Listing Agreements (Clause 49).
 
 The performance of the Board was evaluated by the Board after seeking
 inputs from all the directors on the basis of the criteria such as the
 Board composition and structure, effectiveness of board processes,
 information and functioning, etc.
 
 The performance of the committees was evaluated by the board after
 seeking inputs from the Committee members on the basis of the criteria
 such as the composition of committees, effectiveness of Committee
 meetings, etc.
 
 The Board and the Nomination and Remuneration Committee (NRC)
 reviewed the performance of the individual directors on the basis of
 the criteria such as the contribution of the individual director to the
 Board and Committee meetings like preparedness on the issues to be
 discussed, meaningful and constructive contribution and inputs in
 meetings, etc. In addition, the Chairman was also evaluated on the key
 aspects of his role.
 
 In a separate meeting of Independent Directors, performance of
 non-Independent Directors, performance of the board as a whole and
 performance of the Chairman was evaluated, taking into account the
 views of executive directors and non-executive directors. The same was
 discussed in the board meeting that followed the meeting of the
 Independent Directors, at which the performance of the Board, its
 committees and individual directors was also discussed.
 
 22.  Policy On Directors'' Appointment And Remuneration
 
 Your Company has a policy to have an appropriate mix of executive and
 independent directors to maintain the independence of the Board, and
 separate its functions of governance and management. As on March 31,
 2015, the Board consisted of 4 members and out of them, 1 Director is
 an Executive Director, 2 are Independent Directors and 1 Director is a
 non executive Woman Director.
 
 The policy of the Company on directors'' appointment and remuneration,
 including criteria for determining qualifications, positive attributes,
 independence of a Director, and other matters provided under
 sub-section (3) of Section 178 of the Companies Act, 2013, of the
 Companies Act, 2013, adopted by the Board, is attached as (Annexure 
 2) to the Board Report. Further the remuneration paid to the Directors
 is as per the terms laid out in the nomination and remuneration policy
 of the Company.
 
 23.  Risk management policy and Internal Control:
 
 The Company has adopted a Risk Management Policy duly approved by the
 Board and also has in place a mechanism to identify, access, monitor
 and mitigate various risks to key business objectives. Major risks
 identified by the businesses and functions are systematically addressed
 through mitigating actions on a continuing basis.
 
 24.  Whistle Blower Policy and Vigil Mechanism
 
 Your Company has established a Whistle Blower Policy and Vigil
 Mechanism for directors and employees to report to the appropriate
 authorities concerns about the unethical behavior actual or suspected,
 fraud or violation of the Company''s code of conduct policy and provides
 safeguards against victimization of employees who avail the mechanism
 and also provide for direct access to the Chairman of the Audit
 Committee. The said policy has been uploaded on the website of the
 company. The same can be accessed at the link
 http://www.rcccements.com/investor.html
 
 25.  Particulars of loans, guarantees or investments under section 186
 :
 
 During the year under review, no loans, guarantees or investments under
 section 186 was given/taken or made by your Company.
 
 26.  Contracts and arrangements with related parties :
 
 During the year under review, no contracts/arrangements/transactions,
 has been entered by the company with related parties.
 
 However, as a matter of Company''s policy, all
 contracts/arrangements/transactions, if any, which will be entered by
 the company with related parties would be in the ordinary course of
 business and on an arm''s length basis and details and prescribed
 particulars of all such transactions (if any), will be contained in the
 Notes to the Financial Statements
 
 27.  Secretarial Audit Report :
 
 In terms of Section 204(1) of the Companies Act, 2013 and the rules
 made thereunder, M/s A. K. Friends & Co. was appointed as the
 Secretarial Auditor to undertake the Secretarial Audit of the Company
 for the F.Y.  2014-15. The report of the Secretarial Audit in Form No.
 MR -3 is annexed to and forms part of this Report as per (Annexure 3).
 
 There are no qualifications, reservations, adverse remarks or
 disclaimers given by the Secretarial Auditor in the Report.
 
 28.  Corporate Governance:
 
 Your Company comply with the Securities and Exchange Board of India''s
 guidelines on Corporate Governance in accordance with Clause 49 of the
 Listing Agreement with the Stock Exchanges. A separate report on
 Corporate Governance alongwith Auditors'' Certificate on the compliance
 is attached with the Report.
 
 29.  Directors'' Responsibility Statement:
 
 Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of
 the Companies Act, 2013, the Board to the best of its knowledge and
 belief confirm that:
 
 (a) in the preparation of the annual accounts for the financial year
 ended 31st March, 2015, the applicable accounting standards read with
 requirements set out under schedule III to the Act, have been followed
 and no material departures have been made from the same;
 
 (b) the directors have 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 or
 loss 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 the Act for safeguarding the 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;
 
 (e) the directors had laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and operating efficiently; and
 
 (f) the directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems are
 adequate and operating effectively.
 
 30.  Particulars Of Employees:
 
 There are no employees employed throughout the financial year who were
 in receipt of remuneration of Rs. 60 Lacs or more or employed for part
 of the year who were in receipt of remuneration of Rs. 5 lacs or more a
 month under Rule 5(2) of the Companies (Appointment and Remuneration of
 Managerial Remuneration) Rules, 2014.
 
 Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and
 Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith
 as (Annexure  4).
 
 31.  Internal Auditors & Their Report
 
 Pursuant to the provisions of Section 138 of the Companies Act, 2013
 and Rules made thereunder, the Company had appointed M/s Sanghi & Co.
 as Internal Auditor for the financial year 2014-15.
 
 Internal Financial Control And Their Adequacy
 
 The Board has adopted policies and procedure for ensuring the orderly
 and efficient conduct of its business, including adherence to the
 company''s policies, the safeguarding of its asset, the prevention and
 detection of fraud and error, the accuracy and completeness of the
 accounting records, and the timely preparation of reliable financial
 disclosure.
 
 The Company has an adequate internal controls system commensurate with
 its size and the nature of its business. All the transactions entered
 into by the Company are duly authorized and recorded correctly. All
 operating parameters are monitored and controlled. The top management
 and the Audit Committee of the Board of Directors review the adequacy
 and effectiveness of internal control systems from time to time.
 
 32.  Disclosures under Sexual Harassment of Women at Workplace
 (Prevention, Prohibition & Redressal) Act, 2013 read with Rules
 thereunder.
 
 Pursuant to the provisions of Section 22 of Sexual Harassment of Women
 at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with
 Rules thereunder, the Company has not received any complaint of sexual
 harassment during the year under review.
 
 33.  Human Resources
 
 Your Company treats its human resources as one of its most important
 assets. We focus on all aspects of the employee lifecycle. This
 provides holistic experience for the employees as well. During their
 tenure at the Company, employees are motivated through various skill
 development programs. We create effective dialogue through our
 communication channels to ensure effective dialogue through our
 communication channels to ensure that feedback reach the relevant team,
 including leadership.
 
 Your Company continuously invests in attraction, retention and
 development of talent on an ongoing basis. A number of programs that
 provide focused people attention are currently underway. Your Company
 thrust is on the promotion of talent internally through job rotation
 and job enlargement.
 
 34.  Segment-wise performance
 
 The Company is into single reportable segment only.
 
 35.  Acknowledgements
 
 Your Directors are grateful to the Government of India, the Reserve
 Bank of India, the Securities and Exchange Board of India, the Stock
 Exchanges and other regulatory authorities for their valuable guidance
 and support and wish to express their sincere appreciation for their
 continues co-operation and assistance. We look forward for their
 continued support in future.
 
 Your directors would like to express their sincere appreciation for the
 assistance and cooperation received from banks, customers, vendors,
 Government, members and employees during the year under review.
 
 Finally, the Directors thank you for your continued trust and support.
 
                                           By the order of the Board 
 
                                             For RCC Cements Limited
 
                                                                Sd/- 
 
 Place: New Delhi                                      (Sunil Kumar) 
 
 Dated: 03rd September, 2015                                Chairman
Source : Dion Global Solutions Limited
Quick Links for kameshwariindustries
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.