you are here:

Katwa Udyog Ltd.

BSE Live

Sep 20, 15:46
57.75 -0.65 (-1.11%)
Volume
AVERAGE VOLUME
5-Day
3,176
10-Day
3,897
30-Day
4,940
9,166
  • Prev. Close

    58.40

  • Open Price

    58.40

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    57.75 (1971)

NSE Live

Dec 27, 11:22
NT* 0.00 (0.00%)
Volume
No Data Available
0
  • Prev. Close

    -

  • Open Price

    -

  • Bid Price (Qty.)

    - (0)

  • Offer Price (Qty.)

    - (0)

Katwa Udyog is not listed on NSE

Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the business and operations of the Company along with Audited Financials for the year ended as on 31st March 2018.

1. Financial Results:

Your Directors have pleasure in presenting the Financial Results of the Company for the year under review along with the figures for previous year are as follows:

Particulars

31st March, 2018

31st March, 2017

Revenue from operations (Net)

5205.22

5156.93

Other Income

32.48

53.84

Employee cost

290.12

247.41

Other expenditure

386.32

395.92

Earnings before Interest, Depreciation & tax

28.47

309.40

Depreciation

651.57

438.58

Finance cost

89.22

316.75

Profit before Tax

28.47

309.40

Total of tax Expenses

(200.29)

(133.14)

Profit after Tax

(171.82)

176.27

Other Comprehensive Income

i) Items that will not be reclassified subsequently to profit or loss Remeasurement of the net defined benefit liability/ asset

(3.60)

(12.39)

ii) Items that will be reclassified subsequently to profit or loss

--

--

(3.60)

(12.39)

Total Comprehensive Income for the year

(175.42)

163.87

EPS (Basic)

(3.42)

3.20

Diluted

(3.42)

3.20

2. State of Affairs of the Company:

On the standalone front your company registered total revenue comes to 5,237.70 lakhs for the year ended 31st March, 2018. The pre-tax profit was Rs. 28.47 Lakhs & Net profit/ (Loss) is of Rs. (171.82) Lakhs. The Directors are confident of achieving continuous progress in sales and profit in the years to come.

3. Dividend:

No Dividend was recommended by the Board for the financial year 2017-18 in view of in adequacy of profits.

4. Transfer of unpaid and unclaimed amount to IEPF:

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and Refund of Share application Money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/unclaimed account is 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 the Companies Act, 2013. During the year, no amount was due for transfer to IEPF.

5. Reserves:

The Company proposes to transfer an amount of Rs. 71.53/- Lakhs to the General Reserves.

6. Share Capital:

During the year under review, the Authorized Equity Share Capital of the Company as on 31st March 2018 was Rs. 12,00,00,000/- and the Paid-up Equity Share Capital as on 31st March 2018 was Rs. 5,12,42,000/-.

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 in respect 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 year under 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.

7. Finance:

Cash and cash equivalent as at 31st March, 2018 was Rs. 176.33 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous 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 the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

The significant and material changes and commitments 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, viz.,

a) Expansion of Cement plant-2 situated at Nagnapur, Lokapur, and Dist: Bagalkot - 587 122 from 200 TPD to 900 TPD.

b) Company has implemented and commissioned a 20MW Solar Power plant at Bisaralli Village, Koppal taluk, Koppal district, Karnataka.

9. Details in respect of frauds reported by auditors under sub-section (12) of section 143 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 or tribunals impacting the going concern status and company’s operations in future:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations.

11. Details of adequacy of internal financial controls with reference to the Financial Statements:

Your Company has deployed adequate Internal Control Systems, in the place to ensure a smooth functioning of its business. The processes and systems are reviewed constantly and improved upon to meet the changing business environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Company''s assets.. The Internal Auditor’s periodically review the internal control systems, policies and procedures for their adequacy, effectiveness and continuous operation for addressing risk management 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 the Companies Act, 2013.

14. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

Disclosure under this head is not applicable as the Company does not have any Subsidiaries / 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 had established a vigil mechanism for directors and employees to report concern of unethical behavior, 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, which provides a platform to disclose information without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The detail of the Whistle Blower Policy 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 Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013”. The following is a summary of sexual harassment complaints received and disposed off during the financial year ending March 31, 2018:

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, the Company has developed and implemented the Risk Management Policy. The Company has Risk Management Committee to monitor the Risk Management Policy.

18. Familiarization Programme:

The Company has put in place an induction and familiarization programme for all its directors including the Independent Directors. The familiarization programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, 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 27.05.2017, 12.08.2017, 26.08.2017, 21.09.2017, 12.12.2017 and 12.02.2018. The maximum interval between two consecutive meetings did not exceed 120 days.

20. Public Deposits:

Your Company has not accepted any deposits from the public during the financial year under review.

21. Extract of the Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules 2014, an Extract of Annual Report in Form MGT-9 is annexed as “Annexure I” to this report.

22. Related Party Transactions:

The Company has in place formulated a Policy on materiality of Related Party transactions for dealing with such transactions in line with the requirements of the Listing Regulations with the Stock Exchange. The Policy on related party transactions is available on the Company’s website at -www.keshavcement.com.

The details of related party transactions were provided in the notes to financial statements. Hence eparate Form AOC-2 has not been attached.

23. Directors'' Responsibility Statement:

In pursuance of Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, 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 and 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 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; and

(e) the directors, in the 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 were 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.

24. Directors and Key Managerial Personnel and Formal Annual Evaluation:

(a) The details of Directors & KMPs who were appointed or resigned during the financial year under review:

During the period under review, Mrs. Nisha Maganur and Mrs. Prajakata Kulkarni, Independent Directors resigned from the Board of Directors of the Company w.e.f. 12th August, 2017 and 12th December, 2017 respectively. Further Mr. Balasaheb A Mestri and Mrs. Radhika P Dewani has been appointed as Independent Directors in the Board w.e.f. 12th August, 2017 and 12th December, 2017 respectively.

Fact of resignation of Director:

Mrs. Nisha Maganur and Mrs. Prajakta Kulkarni, Independent Directors resigned from the Board of the Company due to their personal commitments.

(b) Independent Directors:

The Company has received declarations from the Independent Directors of the Company stating that they meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(c) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried 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/her tenure of 5 years.

25. Statutory Auditors:

At the Annual General Meeting of the Company held on 28th September, 2017 the shareholders appointed M/s. Singhi & Co., Chartered Accountants, Bangalore, bearing Registration No. 302049E with the Institute of Chartered Accountants of India, as Statutory Auditors of the Company for the period of five years from the conclusion of 24th Annual General Meeting of the Company, for audit of financial statement at a remuneration to be decided by the Audit Committee of the Board of Directors in consultation with Auditors 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 year ended 31st March, 2018. The Statutory Auditors have not reported any incident of fraud to the 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 has appointed M/s S. Kedarnath & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year ended 31st March, 2018. The Secretarial Audit Report is annexed as “Annexure II” to this Report. There are no qualifications, reservations or adverse marks made by Secretarial Auditor in the Report.

28. Cost Audit:

Pursuant to Section 148 of the Companies Act, 2013, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Company has maintained proper Cost Records. The company is not required appoint Cost Auditors for the Financial Year 2017-18 to audit the cost records.

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. Satish Kalpavruksha and Mr. Venkatesh Katwa as its members. The Nomination and Remuneration committee has framed a policy for selection and appointment of Directors including determining qualifications of Independent Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The Policy on Nomination and Remuneration Committee and Stakeholders Relationship Committee is available on the Company’s website at - www.keshavcement.com.

The Stakeholders Relationship Committee comprises of Mr. Satish Kalpavruksha, 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 Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it 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 employees of the Company is attached as “Annexure III”. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the complete information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

32. Corporate Governance and Management Discussion and Analysis:

Your company has taken adequate steps to adhere to all the stipulations as laid down in Pursuant to Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, As required, a report on Corporate Governance is provided elsewhere in this Annual Report along with certificate from M/s. S Kedarnath & Associates, Practicing Company Secretaries, confirming the compliance with the conditions of Corporate Governance as stipulated under the said Regulations is attached to this report.

33. Audit Committee:

The Audit committee comprises of Mr. Satish Kalpavruksha, chairman, Mr. Balasaheb A Mestri and Mr. Venkatesh H Katwa, as members. The committee met 4 times during the Financial Year under review and all the recommendations were accepted by the Board.

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. 1054.01/- (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 management is of the opinion that the development of export market will take its own time.

b. Total foreign exchange used and

earned:

Earned

Nil

Used

Nil

Form B

Form for Disclosure of particulars with respect to absorption

Research and development [R&D]

1. Specific areas in which R&D carried out by the Company

Nil

2. Benefit derived as a result of the above R & D

Nil

3. Future plan of action

Nil

4. Expenditure on R & D:

(a) Capital

Nil

(b) Recurri ng

Nil

(c) To tal

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

35. Acknowledgements:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Cautionary Statement:

Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of Board of Directors of

SHRI KESHAV CEMENTS AND INFRA LIMITED

Sd/-

Place: Belgaum Venkatesh Katwa

Date: 10.08.2018 Chairman

Director’s Report