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Kameshwari Industries Ltd.

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Annual Report

For Year :
2015 2014 2013 2011 2000

Director’s Report

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

Director’s Report