SHRI KESHAV CEMENTS AND INFRA LIMITED 22

SHRI KESHAV CEMENTS AND INFRA LIMITED 22nd ANNUAL REPORT 2014-15

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Content PageBOARD OF DIRECTORSShri. H. D. Katwa Chairman EmeritusShri. Venkatesh H. Katwa ChairmanShri. Vilas Katwa Managing DirectorShri. Deepak Katwa DirectorShri. Ashok Tarale NED-ISmt. Nisha Maganur NED-IShri. Satish Kalpavriksha NED-INED-I [Non Executive Director-Independent]

COMMITTEES OF THE BOARDAudit CommitteeShri. Ashok Tarale, ChairmanShri. Satish KalpavrikshaSmt. Nisha Maganur

Nomination and Remuneration CommitteeSmt. Nisha Maganur, ChairmanShri. Deepak KatwaShri. Ashok Tarale

Stakeholders Relationship CommitteeShri. Satish Kalpavriksha, ChairmanShri. Ashok TaraleSmt. Nisha Maganur

Company SecretaryShri. Rajesh Lakkar

Statutory AuditorsC. A. Prabhakar K. LatkanChartered Accountant 1083,Ananat Shayan Galli, Belgaum - 590 002.

Cost AuditorSantosh Kalburgi & Co. Cost Accountant201, 2nd floor, R.K. Pine Tree Appts, 5th Main,Hoysala Nagar, Rammurthy Nagar,BANGALORE

BankersSyndicate Bank, Camp, Belgaum. Axis BankLtd., Tilakwadi, Belgaum

Registered Office215/2, Jyoti Tower, 6th Cross, Nazar Camp,Karbhar Galli, M. Vadgaon, BelgaumKarnataka - 590 005.E-mail : [email protected] : www.keshavcement.com

Notice 02

Directors Report 14

Corporate Governance Report 27

Auditors Report 70

Cash Flow Statement 98

22nd ANNUAL GENERAL MEETING

Day Tuesday

Date 22/09/2015

Time 11.30 A.M.

Venue Registered Office Situated at215/2, “Jyoti Tower”, 6th Cross, NazarCamp, Karbhar Galli, M. Vadgaon,Belgaum - 590 005.

REGISTRAR & SHARE TRANSFER AGENTCanbank Computer Services Limited218, J. P. Royale, 1st Floor, 14th Cross,Sampige Road, 2nd Main Malleshwaram,Bangalore - 560 003Phone No.: +91-080-23469661/62/64/65Fax No. +91-080-23469667E-mail : [email protected] : canbankrta.com

PlantsPlants I : R.S.No.346, At Kaladgi Village,

Dist.: Bagalkot - 587 313[Karnataka]

Plant II : R.S. No. 15/4, Mudhol IndustrialArea, At Nagnapur, Tal.: Mudhol,Dist,: Bagalkot - 587 122[Karnataka]

Secretarial AuditorsS. Kedarnath & Associates, Company Secretary004, Ground Floor, Ojus Apartments, 4th MainMalleswaram, Bangalore - 560003


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22nd ANNUAL GENERAL MEETING - NOTICE

NOTICE is hereby given that the Twenty Second Annual General Meeting ofthe Members of SHRI KESHAV CEMENTS AND INFRA LIMITED will be held onTueday the 22nd September 2015, at 11.30 A.M. at the Registered Office of theCompany: ‘Jyoti Tower, 215 Karbhar Galli, Nazar Camp, M. Vadagon, BELGAUM 590005to transact the following business:

Ordinary Business:

1. To consider and adopt the Audited Balance Sheet as at 31st March 2015 and Profitand Loss Account for the year ended as on that date and the Reports of the Directors’and the Auditors’ thereon.

2. To appoint a Director in place of Mr. Vilas Katwa, who retires by rotation and,being eligible, offers himself for reappointment.

3. To appoint a Director in place of Mr. Venkatesh Katwa, who retires by rotationand, being eligible, offers himself for reappointment.

4. To ratify the appointment of Statutory Auditors as required under section 139 of theCompanies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014 andto authorize the Board of Directors to fix their remuneration.

Special Business:

5. To consider and if thought fit to pass with or without modification(s), followingas an ordinary resolution:

“RESOLVED THAT Mr. Ramesh Manickchand Shah (DIN 00068653), whowas appointed as an Additional Director of the Company w.e.f. 12th August2014 under Section 161 of the Companies Act, 2013 and who has furnished hisconsent in writing to act as a Director and in respect of whom the Company hasreceived a notice under Section 160 of the Companies Act, 2013, from a membersignifying his intention to propose his candidature for the Directorship of theCompany, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) andthe Rules framed there under read with Schedule IV to the Act, as amended fromtime to time, Mr. Ramesh Manickchand Shah (DIN 00068653), a non-executiveindependent director of the Company, who has submitted a declaration that hemeets the criteria for independence as provided in Section 149(6) of the Act and


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who is eligible for appointment, be and is hereby appointed as an IndependentDirector of the Company, with effect from 12th August 2014 up to 11th August2019.”

6. To consider and if thought fit to pass with or without modification(s), followingas an ordinary resolution:

“RESOLVED THAT Mrs. Prajakta Kiran Kulkarni (DIN 06965057), who wasappointed as an Additional Director of the Company w.e.f. 10th November 2014under Section 161 of the Companies Act, 2013 and who has furnished her consentin writing to act as a Director and in respect of whom the Company has receiveda notice under Section 160 of the Companies Act, 2013, from a member signifyinghis intention to propose her candidature for the Directorship of the Company, beand is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) andthe Rules framed there under read with Schedule IV to the Act, as amended fromtime to time, Mrs. Prajakta Kiran Kulkarni (DIN 06965057), a non-executiveindependent director of the Company, who has submitted a declaration that shemeets the criteria for independence as provided in Section 149(6) of the Act andwho is eligible for appointment, be and is hereby appointed as an IndependentDirector of the Company, with effect from 10th November 2014 up to 09th November2019.”

7. To consider and if thought fit to pass with or without modification(s), followingas an Ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161 andother applicable provisions, if any, of the Companies Act, 2013 and the rulesmade there under (including any statutory modification(s) or re-enactmentthereof for the time being in force) Mrs. Narmada Hanamantsa Katwa (DIN01179036), who was appointed as an Additional Director of the Company bythe Board of Directors with effect from 10th November 2014 under Section 161 ofthe Companies Act, 2013 and who holds office up to the date of Annual generalMeeting in terms of Section 161 of the Companies Act, 2013 and who has furnishedher consent in writing to act as a Director of the Company and in respect of whomthe Company has received a notice under Section 160 of the Companies Act,2013, from a member signifying his intention to propose her candidature for theDirectorship of the Company, be and is hereby appointed as a Director (Non-executive) of the Company, liable to retire by rotation.


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8. Fixing the remuneration of M/s. Santosh Kalburgi & Co., Cost Auditors of theCompany

To consider and if thought fit to pass with or without modification(s), followingas an Ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and all otherapplicable provisions of the Companies Act, 2013 and the Rules framedthereunder (including any statutory modification(s) or re-enactment thereoffor the time being in force), the remuneration amounting to Rs.25,000/- (RupeeTwenty Five Thousand only) plus out of pocket expenses payable to M/s.Santosh Kalburgi & Co., Cost Auditors, appointed by the Board of Directors ofthe Company to conduct the audit of the cost records in respect of “Cement”activity of the Company for the financial year 2015-16, be and is hereby ratifiedand approved.

RESOLVED FURTHER THAT the Board of Directors of the Company be andare hereby authorised to do all things, deeds and acts and take all such stepsas may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of DirectorsFor SHRI KESHAV CEMENTS & INFRA LIMITED

Date : 26-05-2015 Sd/-Place : Belagavi (Rajesh Lakkar)

Company Secretary

Notes:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEADOF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER.PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THEREGISTERED OFFICE OF THE COMPANY DULY COMPLETED ANDSIGNED NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE MEETING.

2. A person can act as proxy on behalf of members not exceeding fifty (50) andholding in the aggregate not more than ten percent of the total share capital of theCompany. In case a proxy is proposed to be appointed by a member holding morethan 10% of the total share capital of the Company carrying voting rights, thensuch proxy shall not act as a proxy for any other member.

3. The Register of Members and the Share Transfer Books of the Company will remainclosed from 19th September 2015 to 21st September 2015 [both days inclusive] for


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the purpose of Annual General Meeting.

4. Members/Proxies should bring the Attendance Slips sent herewith duly filled in,for attending the Meeting.

5. An explanatory statement pursuant to section 102 of the Companies Act, 2013 isannexed hereto.

6. Corporate Members intending to send their authorized representative/s pursuantto Section 113 of the Companies Act, 2013 to attend the meeting are requested tosend a certified copy of the Board Resolution together with their respective specimensignatures authorizing representative/s to attend and vote at the meeting.

7. Members desiring any information on accounts or operations of the Company arerequested to forward his/her queries to the Company at least Eight days prior tothe date of the Meeting, so that the required information is made available at theMeeting.

8. As members are aware, equity shares of the Company are traded in electronicform for all shareholders. Members who hold shares in physical form maydematerialize the same. ISIN allotted to the Company for this purpose is INE260E01014.

9. Shareholders are requested to immediately notify any change in their address orbank mandate to their depository participants with whom they are maintainingtheir demat account or to the Company’s Registrar and Transfer Agents, namely,M/s. Canbank Computer Services Limited, Unit: Shri Keshav Cements & InfraLimited (Formerly known as Katwa Udyog Ltd.), # 218, 1st Floor, J P Royale, 2ndMain, Sampige Road, Malleswaram, Bangalore -560 003, if shares are held inphysical form.

10. The Ministry of Corporate Affairs, Govt. of India (MCA) as a part of its “GreenInitiative in the Corporate Governance” has allowed paperless compliances bycompanies, permitting service of all notices/ documents including Annual Reportsby Companies to its shareholders, through electronic mode instead of physicalmode. Shareholders are therefore requested to register their e-mail addresses, inrespect of their electronic holdings through their concerned Depository Participants(DPs), to support the Green Initiative of the Government.

11. For the convenience of members and proper conduct of the meeting, entry to themeeting venue will be regulated by attendance slip, enclosed with this notice.Members / proxies are requested to duly fill the attendance slips and hand it overat the entrance of the meeting to attend the meeting. In case of joint holders


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attending the meeting, only such joint holder who is higher in the order of nameswill be entitled to vote.

12. Electronic copy of the Annual report is being sent to all the members whose emailIDs are registered with the Company/Depository Participants(s) unless anymember has requested for a hard copy of the same. For members who have notregistered their email address, physical copies of the Annual report is being sentin the permitted mode.

13. Members are requested to bring their attendance slips duly completed and signedmentioning therein details of their DP ID and Client ID/ Folio No. And Memberswho hold shares in dematerialized form are requested to write their client ID andDP ID numbers and those who hold shares in physical form are requested towrite their Folio Number in the attendance slip for attending the meeting.

14. Relevant documents referred to in the accompanying Notice and in the ExplanatoryStatements are open for inspection by the Members at the Company’s RegisteredOffice on all working days of the Company, during business hours upto the dateof the Meeting.

15. Members holding shares in single name and in physical form are advised to makea nomination in respect of their shareholding in the Company and those Memberswho hold shares singly in dematerialized form are advised to make a nominationthrough their Depository Participants.

16. The Register of Directors’ shareholding, maintained under Section 307/170 of theCompanies Act, 1956/ 2013, will be available for inspection by the members atthe registered office of the Company.

Voting through electronic means:

i) In compliance with the provisions of section 108 of the Companies Act, 2013,Rule 20 of the Companies (Management and Administration) Rules, 2014 asamended by the Companies (Management and Administration) AmendmentRules, 2015 (‘Amended Rules 2015’) and Clause 35B of the Listing Agreement,the Company is pleased to provide members facility to exercise their right to voteon resolutions proposed to be considered at the 22nd Annual General Meeting byelectronic means and the business may be transacted through e-voting services.The facility of casting the votes by the members using an electronic voting systemfrom a place other than venue of the Annual General Meeting (“remote e-voting”)will be provided by National Securities Depository Limited (NSDL).

ii) The facility for voting through ballot paper shall be made available at the AnnualGeneral Meeting and the members attending the meeting who have not cast their


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vote by remote e-voting shall be able to exercise their right at the meeting throughballot paper.

iii) The members who have cast their vote by remote e-voting prior to the AnnualGeneral Meeting may also attend the Annual General Meeting but shall not beentitled to cast their vote again.

iv) The remote e-voting period commences on 19th September 2015 (9:00 A.M.) andends on 21st September 2015 (5:00 P.M.).During this period members of theCompany, holding shares either in physical form or in dematerialised form, as onthe cut-off date of 15th September, 2015 may cast their vote by remote e-voting.The remote e-voting module shall be disabled by NSDL for voting thereafter. Oncethe vote on a resolution is cast by the member, the member shall not be allowed tochange it subsequently.

v) The process and manner for remote e-voting are as under:

A. In case a Member receives an e-mail from NSDL (for members whose e-mailID’s are registered with the Company/ Depository Participant(s)):

i. Open the e-mail and also open PDF file attached with your Client ID or Folio No.as password. The said PDF file contains your user ID and password/ PIN forremote e-voting. Please note that the password is an initial password.

ii. Launch internet browser by typing the following URL: https//www.evoting.nsdl.com.

iii. Click on Shareholder-Login.

iv. Put user ID and password as an initial password/ PIN noted in step (i) above.Click Login.

v. Password Change Menu appears, Change the password/ PIN with new passwordof your choice with minimum 8 digits/ characters or combination thereof. Notenew password. It is strongly recommended not to share your password with anyother person and take utmost care to keep your password confidential.

vi. Home page of remote e-voting opens. Click on remote e-voting: Active VotingCycles.

vii. Select the EVEN (E-Voting Event Number) of Shri Keshav Cements & InfraLimited.

viii. Now you are ready for remote e-voting as Cast Vote page opens.

ix. Cast your vote by selecting appropriate option and click on “Submit” and also“Confirm” when prompted.


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x. Upon confirmation, the message “Vote cast successfully” will be displayed.

xi. Once you have voted on the resolution, you will not be allowed to modify yourvote.

xii. Institutional shareholders (i.e. other than individuals, HUF, NRIs, etc.) are requiredto send a scanned copy (PDF/JPG format) of the relevant board resolution /authority letter, etc., together with the attested specimen signature(s) of the dulyauthorised signatory(ies) who are authorised to vote, to the Scrutinizer via emailat: [email protected] with a copy marked to [email protected].

B. In case a Member receives physical copy of the Notice of Annual GeneralMeeting (for Members whose email addresses are not registered with theCompany/Depository Participant(s) or requesting physical copy):

i. Initial password is provided with the copy of this notice in separate sheet.

ii. Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

iii. In case of any query, you may refer the Frequently Asked Questions (FAQ’s) forMembers and remote e-voting user manual for Members available at the downloadsection of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

iv. If you are already registered with NSDL for remote e- voting then you can useyour existing user ID and password/ PIN for casting your vote.

v. You can also update your mobile number and email id in the user profile details ofthe folio which may be used for sending future communication(s).

vi. The voting rights of members shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date of 15th September,2015.

vii. A member may participate in the Annual General Meeting even after exercisinghis/ her right to vote through remote e-voting but shall not be allowed to voteagain at the Annual General Meeting.

viii. A person, whose name is recorded in the register of members or in the register ofbeneficial owners maintained by the depositors as on the cut-off date only shall beentitled to avail the facility of remote e-voting as well as voting at the AnnualGeneral Meeting through ballot paper.

ix. CS. Basavaraj S. Udadar, Practicing Company Secretary (M. No. ACS - 27955 /CP - 10024), has been appointed as Scrutiniser to scrutinise the voting and remotee-voting process in a fair and transparent manner.


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x. The Chairman shall, at the Annual General Meeting, at the end of discussion onthe resolutions on which voting is to be held, allow voting with the assistance ofscrutiniser, by use of “Ballot Paper” for all those members who are present at theAnnual General Meeting but have not cast their votes by availing the remote e-voting facility.

xi. The Scrutiniser shall after the conclusion of voting at the Annual General Meeting,will first count the votes cast at the meeting and thereafter unblock the votes castthrough remote e-voting in the presence of atleast two witnesses not in theemployment of the Company and shall make, not later than three days of theconclusion of the Annual General Meeting, a consolidated scrutiniser’s report ofthe total votes cast in favour or against, if any, to the Chairman or a personauthorised by him in writing, who shall countersign the same and declare theresult of the voting forthwith.

The results declared alongwith the report of the Scrutiniser shall be placed on thewebsite of the Company www.keshavcement.com and on the websiteof NSDLimmediately after the declaration of result by the Chairman or a person authorisedby him in writing. The results shall also be immediately forwarded to Bombaystock exchange at which the shares of the Company are listed.



Company Secretary


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AN EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THECOMPANIES ACT, 2013 IN RESPECT OF SPECIAL BUSINESS

Special Business 5:

The Company has received notice from Mr. Deepak Katwa, a member signifyinghis intention to propose the candidature of Mr. Ramesh Manickchand Shah,Belgaum, as a Director of the Company. Mr. Ramesh Manickchand Shah hasgood experience about accounts & audit and the Board feels that his presence inthe Board would be an asset to the Company. Therefore, the Board recommendshis appointment as a Director, who would be an Independent Director of theCompany.

Mr. Ramesh Manickchand Shah is a businessman. He joined the Board of Directorsof the Company on 12th August 2014. He is a non-executive independent directorof the Company and is considered as an Independent Director under Clause 49 ofthe Listing Agreement.

As per the provisions of Section 149 of the Companies Act, 2013 (“Act”) which hascome into force with effect from 1 April 2014, an Independent Director shall holdoffice for a term up to five consecutive years on the Board of a company and is notliable to retire by rotation. Mr. Ramesh Manickchand Shah has given a declarationto the Board that he meets the criteria of independence as provided under Section149(6) of the Act.

The matter regarding appointment of Mr. Ramesh Manickchand Shah asIndependent Director was placed before the Nomination & RemunerationCommittee, which recommends his appointment as an Independent Director from12th August 2014 up to 11th August 2019.

In the opinion of the Board, Mr. Ramesh Manickchand Shah fulfills the conditionsspecified in the Act and the Rules made there under for appointment as IndependentDirector and he is independent of the management.

In compliance with the provisions of Section 149 read with Schedule IV of the Act,the appointment of Mr. Ramesh Manickchand Shah as Independent Director isnow being placed before the Members in general meeting for their approval.

None of the Directors or key managerial personnel (KMP) or relatives of Directorsand KMP, except Mr. Ramesh Manickchand Shah, is concerned or interested inthe Resolution at Item No. 5 of the Notice.

Special Business 6:

The Company has received notice from Mr. Venkatesh Katwa, a member signifyinghis intention to propose the candidature of Mrs. Prajakta Kiran Kulkarni, Belgaum,


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as a Director of the Company. Mrs. Prajakta Kiran Kulkarni has good experienceabout accounts and legal issues and the Board feels that her presence in the Boardwould be an asset to the Company. Therefore, the Board recommends herappointment as a Director, who would be an Independent Director of the Company.

Mrs. Prajakta Kiran Kulkarni is an Advocate practicing before the High Courts.She joined the Board of Directors of the Company on 10th November 2014. She is anon-executive independent director of the Company and is considered as anIndependent Director under Clause 49 of the Listing Agreement.

As per the provisions of Section 149 of the Companies Act, 2013 (“Act”) which hascome into force with effect from 1 April 2014, an Independent Director shall holdoffice for a term up to five consecutive years on the Board of a company and is notliable to retire by rotation Mrs. Prajakta Kiran Kulkarni has given a declaration tothe Board that she meets the criteria of independence as provided under Section149(6) of the Act.

The matter regarding appointment of Mrs. Prajakta Kiran Kulkarni as IndependentDirector was placed before the Nomination & Remuneration Committee, whichrecommends her appointment as an Independent Director from 10th November2014 up to 09th November 2019.

In the opinion of the Board, Mrs. Prajakta Kiran Kulkarni fulfills the conditionsspecified in the Act and the Rules made there under for appointment as IndependentDirector and she is independent of the management.

In compliance with the provisions of Section 149 read with Schedule IV of the Act,the appointment of Mrs. Prajakta Kiran Kulkarni as Independent Director is nowbeing placed before the Members in general meeting for their approval.

Mrs. Narmada Hanumantsa Katwa is wife of Shri H.D. Katwa (Chairman Emeritus)and mother of Shri Venkatesh H. Katwa, Shri Vilas Katwa and Shri Deepak Katwa,Directors of the company other than this, none of the other Directors except Mrs.Narmada H. Katwa, is concerned or interested in the resolution at item 7 of thenotice.

Special Business 7:

The Company has received notice from Mr. Vilas Katwa, a member signifying hisintention to propose the candidature of Mrs. Narmada Hanamantsa Katwa,Belgaum, as a Director of the Company. Mrs. Narmada Hanamantsa Katwa is amember and also a relative of Promoters/Directors of the Company. Therefore,the Board recommends her appointment as a Director, who would be a Non –Executive Director of the Company.


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Mrs. Narmada Hanamantsa Katwa joined the Board of Directors of the Companyon 10th November 2014. She is a non-executive director of the Company. The matterregarding appointment of Mrs. Narmada Hanamantsa Katwa as Non-ExecutiveDirector was placed before the Nomination & Remuneration Committee, whichrecommends her appointment as Non –Executive Director from 10th November 2014.

In compliance with the provisions of Section 161 of the Companies Act, 2013, theappointment of Mrs. Narmada Hanamantsa Katwa as Non –Executive Director isnow being placed before the Members in general meeting for their approval.

None of the Directors or key managerial personnel (KMP) or relatives of Directorsand KMP, except Mrs. Narmada Hanamantsa Katwa, is concerned or interestedin the Resolution at Item No. 6 of the Notice.

Special Business 8:

In accordance with the provisions of Section 148 of the Companies Act, 2013 (theAct) and the Companies (Audit

and Auditors) Rules, 2014 (the Rules), the Company is not required to audit thecost records but required to maintain the cost records. With the object of ensuringthat the cost records maintained by the Company are adequate and proper theBoard of Directors appointed M/s. Santosh Kalburgi & Co. Cost Accountant, asCost Auditors of the Company for conducting the audit of the cost records of the‘Cement’ activity for the financial year ending on March 31, 2016 at a remunerationof Rs.25,000/- (Rupees Twenty Five Thousand only) plus out of pocket expenses.

In accordance with the provisions of Section 148 of the Act read with the Companies(Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditorshas to be approved by the shareholders of the Company. Accordingly, the Membersare requested to approve the remuneration of the Cost Auditors for the Financialyear 2015-16 as set out in the Resolution for the aforesaid services to be renderedby him.

No director, key managerial personnel or their relatives is in any way concerned orinterested in the said resolution. The Board recommends the Ordinary resolutionset forth in Item no. 8 of the Notice for the approval of the members.



Company Secretary


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ANNEXURE TO THE NOTICE

DETAILS OF THE DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT AT THE FORTHCOMING ANNUAL GENERALMEETING IN PURSUANCE OF CLAUSE 49 OF THE LISTING AGREEMENT


Sd/-(Rajesh Lakkar)

Company Secretary


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DIRECTORS REPORT AND MANAGMENT DISCUSSION & ANALYSISTo,

The Members,

The directors take pleasure in presenting the Twenty Second Annual Report on thebusiness operations of the Company and the accounts along with audited financials forthe year ended as on 31st March 2015. The Management Discussion and Analysis hasalso been incorporated into this report.

Brief description of the Company’s working during the year/State of Company’sAffairs;

[Amount in Rupees]

State of Company’s Affair

Your Directors are pleased to inform you that during the year under review the totalrevenue has increased to Rs. 5096.64 Lakhs as against previous year total revenue ofRs. 4821.47 Lakhs. The pre-tax profit is Rs. 418.29 Lakhs as against previous profit ofRs. 340.88 Lakhs. Post tax is of Rs.290.64 Lakhs as against previous year profit ofRs.162.07 Lakhs. The sales turnover has remarkably improved as compared to theprevious year turnover and the Company recorded a sales turnover of Rs.5432.55Lakhs as against the previous year turnover of Rs.5070.08 Lakhs. The Directors areconfident of achieving continuous progress in sales and profit in the years to come.


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Dividend

In view of the future expansion programme, your Direcotrs do not recommed anydividend.

Reserves

The Company proposes to transfer an amount of Rs.2,90,64,351/- to the Reserves.

Share capital

The paid up Equity Share Capital as on 31st March 2015 was Rs.5,12,42,000/-. Duringthe year under review, the Company has not issued shares with differential votingrights nor granted stock options nor sweat equity.

Finance

Cash and cash equivalent as at 31st March 2015 was Rs.40,04 Lakhs. The Companycontinues to focus on judicious management of its working capital. Receivables,inventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

Change in the nature of business, if any

No change in the nature of the business of the Company done during the year.

Material changes and commitments, if any, affecting the financial position of thecompany which have occurred between the end of the financial year of the companyto which the financial statements relate and the date of the report

There is no significant and material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year ofthe company to which the financial statements relate and the date of the report

Details in respect of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the Central Government

No such frauds are reported during the year under review.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future

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

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements


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The Company has an Internal Control System, commensurate with the size, scale andcomplexity of its operations. To maintain its objectivity and independence, the InternalAudit function reports to the Board. The Internal Audit Department monitors andevaluates the efficacy and adequacy of internal control system in the Company, itscompliance with operating systems, accounting procedures and policies at all locationsof the Company. Based on the report of internal audit function, process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the Board.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary / Associate Companies.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Performance and financial position of each of the subsidiaries, associates and jointventure companies included in the consolidated financial statement

Not applicable as the Company does not have any Subsidiary / Associate Companiesor joint venture Companies.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Vigil Mechanism Policy to deal withinstance of fraud and mismanagement, if any. The details of the Vigil MechanismPolicy is explained in the Corporate Governance Report and also posted on the websiteof the Company.

Related Party Transactions

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company which mayhave a potential conflict with the interest of the Company at large. All related partytransactions were placed before the Audit Committee and also for the Board approval,wherever required. Prior omnibus approval of the Audit Committee is generallyobtained for the transactions which are of a foreseen and repetitive nature and thesetransactions are reviewed by the Audit Committee on quarterly basis. The policy onrelated party transactions as approved by the Board is uploaded on the Company’swebsite: www.keshavcement.com.


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Sexual Harassment Policy

The Company has a Policy on Prohibition, Prevention and Redressal of SexualHarassment of Women at Workplace and matters connected therewith or incidentalthereto covering all the aspects as contained under the “The Sexual Harassment ofWomen at Workplace (Prohibition, Prevention and Redressal) Act, 2013”. Up till date,the Company has not received any complaint under the Policy.

Risk Management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company hasdeveloped and implemented the Risk Management Policy. The details of policy are setout in the Corporate Governance Report forming part of the Directors’ Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the ListingAgreement, the Board has carried out an annual performance evaluation of its ownperformance and the performance of the individual Directors as well as the evaluationof the working of its Committees. The manner in which the evaluation was carried outhas been explained in the Corporate Governance Report.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year six Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under theCompanies Act, 2013.

The details of Board Meetings and Committee of Board Meetings are given in theCorporate Governance Report.

Deposits

The details relating to deposits, covered under Chapter V of the Companies Act, 2013:


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The details of deposits which are not in compliance with the requirements of ChapterV of the Act: NIL

Extract of the Annual Return as provided under Section 92(3)

The extract of the annual return as provided under Section 92(3) forms part of DirectorsReport and is attached as “Annexure I”.

Green Initiatives

With the aim of going green and minimising our impact on the environment, we aresending electronic copies of the Annual Report 2015 and Notice of the 22nd AGM to allmembers whose email addresses are registered with the Company / DepositoryParticipant(s). For members who have not registered their email addresses, physicalcopies of the Annual Report 2015 and Notice of the 22nd AGM are being sent in thepermitted mode.

Members requiring physical copies can send a request to the Company Secretary. TheCompany is providing e-voting facility to all members to enable them to cast theirvotes electronically on all the resolutions set forth in the notice. This is pursuant toSection 108 of the Companies Act, 2013 and Rule 20 of the Companies (Managementand Administration) Rules, 2014. The instructions for e-voting are provided in theNotice.

Directors’ Responsibility Statement

In pursuance of Section 134(5) of the Companies Act, 2013, the directors confirmthat:

(a) in the preparation of the annual accounts, the applicable accounting standardshad been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the companyat the end of the financial year and of the profit and loss of the company forthat period;

(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company and for preventing and detecting fraudand other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and


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(e) the directors, in the case of a listed company, had laid down internal financialcontrols to be followed by the company and that such internal financial controlsare adequate and were operating effectively.

Explanation: For the purposes of this clause, the term “internal financial controls” meansthe policies and procedures adopted by the company for ensuring the orderly andefficient conduct of its business, including adherence to company’s policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and the timely preparation ofreliable financial information;

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate andoperating effectively.

Statement on Declaration Given by Independent Directors under Section 149

The Company has received declarations from the Independent Directors of theCompany stating that they meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 1956.

Remuneration Policy

As per the recommendation of the Nomination & Remuneration Committee of theCompany and after considering data regarding remuneration paid in the market bycompanies of a similar size and activity the Board has formulated the Policy onAppointment & Remuneration of the Directors, Key Managerial Personnel and OtherEmployees, which has been enumerated in the Corporate Governance Report.

Statutory Auditors

At the Annual General Meeting held in the year 2014, CA. Prabhakar K. Latkan,Chartered Accountant, bearing ICAI Membership No.21730, Statutory Auditors ofthe Company were re-appointed by the shareholders to hold office as StatutoryAuditors from the conclusion of Annual General Meeting held in the year 2014 till theconclusion of Twenty Fourth Annual General Meeting of the Company to be held inthe year 2017, subject to ratification of their appointment at every Annual GeneralMeeting.

Under Section 139 of the Companies Act, 2013, the Company is required to place thematter relating to Statutory Auditor’s appointment for ratification by members at everyAnnual General Meeting. The Company has received a letter from the StatutoryAuditors confirming that they are eligible for appointment as Auditors of the Companyunder Section 139 of the Companies Act, 2013 and meet the criteria for appointmentspecified in Section 141 of the Companies Act, 2013.


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Based on the recommendations by the Audit Committee, the Board of Directors of theCompany recommend the ratification of appointment of CA. Prabhakar K. Latkan,Chartered Accountant, bearing ICAI Membership No.21730 as Statutory Auditors ofthe Company by the shareholders at the ensuing Annual General Meeting.

The observations of the Auditors in their report, read together with the notes onAccounts, are self-explanatory and therefore, in the opinion of the Directors, do notcall for any further explanation.

Explanations or comments by the Board on every qualification, reservation or adverseremark or disclaimer made in the Audit Report

There are no qualifications, reservations or adverse remarks or disclaimer made in theAudit Report by the Auditors in their report for the financial year ended as on 31stMarch 2015.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the Board of Directors have appointed M/s. S. Kedarnatah & Associates a firm ofCompany Secretaries in Practice to undertake the Secretarial Audit of the Company.The Secretarial Audit Report is annexed herewith as “Annexure II”.

Explanations or comments by the Board on every qualification, reservation or adverseremark or disclaimer made in the Secretarial Audit Report

The secretarial audit report is qualified stating that the Report on Annual GeneralMeeting as required under Section 121 (2) of the Companies Act, 2013 required to befiled with the Registrar of Companies, Karnataka and has not complied with Rule10(1) and 20(v) of the Companies (Management and Administration) Rules, 2014 andthe Company has not complied with Clause 41(III) with respect to publication of boardmeeting notice as per listing agreement.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, read with The Companies (CostRecords and Audit) Amendment Rules, 2014, the Company is not required to auditthe cost records but only required to maintain the cost records. With the object ofensuring that the cost records maintained by the Company are adequate and properyour Directors had voluntarily appointed M/s. Santosh Kalburgi & Co. CostAccountant, as Cost Auditor for auditing the cost accounts of the Company for thefinancial year 2015-16 on a remuneration of 25,000/-. As required under the CompaniesAct, 2013, the remuneration payable to the Cost Auditor is required to be placed beforethe Members in the general meeting for ratification.


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Accordingly, a Resolution seeking Member’s ratification for the remuneration payableto Mr. Santosh Kalburgi & Co., Cost Auditors is included in the notice convening theAnnual General Meeting.

Board of Directors

During the year under report, the Board was duly constituted in so far as the numberof independent Directors was 50% and the Mr. Vilas H. Katwa as the ExecutiveChairman.

Composition of the Board of Directors as on 31/03/2015 :

The Board would like to mention here that Mr. Ashok M. Tarale, member of the AuditCommittee resigned w.e.f. 12th August 2014. Mr. Ramesh M. Shah has agreed to act asa Director and member of the Audit Committee and accordingly, the notice conveningforthcoming annual general meeting throws more light on these points.

Further the Board of Directors has appointed Mr. Prajakta K. Kulkarni & Mrs.Narmada H. Katwa as an Additional Directors of the Company with effect from 10th

November 2014.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act, 2013 andClause 49 of the Listing Agreement.

The Board of Directors had on the recommendation of the Nomination andRemuneration Committee of the Board appointed Mr. Deepak H. Katwa as ChiefFinancial Officer (CFO) of the Company for a period of 5 years with effect from 10th

November 2014.


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The brief resume and other details relating to the Directors, who are to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement, are furnished inthe Annual Report.

None of the Directors are disqualified under Section 164(2) of the Companies Act,2013.

Key Managerial Personnel

The following employees were designated as whole-time Key Managerial Personnelby the Board of Directors during the year under review:

1. Mr. Vilas H. Katwa, Managing Director

2. Mr. Rajesh Lakkar, Company Secretary

3. Mr. Deepak H. Katwa, Chief Financial Officer.

BOARD OMMITTEES

Audit Committee

After reconstitution of the Board during the year under review the auditcommittee consisted of following Directors:

1. Shri. Ramesh M. Shah, Chairman

2. Shri. Satish Kalpavriksha

3. Smt. Nisha Maganur

Nomination and Remuneration Committee

As per the provisions of Section 178 of the Companies Act, 2013 the Board hasconstituted a Nomination and Remuneration Committee in place of earlierRemuneration Committee. The said Committee consisted of following Directors:

1. Smt. Nisha Maganur, Chairman

2. Shri. Venkatesh H. Katwa

3. Shri. Satish Kalpavriksha

Stakeholders Relationship Committee

As per the provisions of Section 178 of the Companies Act, 2013 the Board hasconstituted a Stakeholders Relationship Committee which consists of followingDirectors:


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1. Shri. Satish Kalpavriksha, Chairman

2. Smt. Prajakta K. Kulkarni


Risk Management Committee

As per the provisions of the Companies Act, 2013 the Board has constituted aRisk Management Committee which consists of following Directors:

1. Shri. Satish Kalpavriksha, Chairman


3. Shri. Venkatesh H. Katwa

Management Discussion & Analysis and Corporate Governance Report

The Company is committed to uphold the highest standards of Corporate Governanceand adhere to the requirements set out by the Securities and Exchange Board of India.Pursuant to clause No 49 of Listing Agreement with the stock exchange, a ManagementDiscussion and Analysis Report, Corporate Governance Report and Auditors’Certificate regarding compliance of conditions of corporate governance are annexed as“Annexure II” forming part of this report.

Listing of Shares [Disclosure Requirement as per SEBI Circular No.14/98 Dated24.4.1998]

During the year under report, the equity shares of the Company were traded on theBombay Stock Exchange. The Company has paid annual listing fee to the BombayStock Exchange up to the financial year 2014-15. During the financial year 2014-15or up to the date of this report, the trading in the equity shares of the Company wasnot suspended.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

A. Conservation of Energy


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B. Technology Absorption

Efforts made in technology absorption as per the Form ‘B’ of the annexure

C. Foreign exchange earnings and outgo: Nil

Form B

Form for Disclosure of particulars with respect to absorption

Research and development [R&D]

Technology, absorption, adoption and innovation


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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 ofemployees of the Company, will be provided upon request. In terms of Section 136 ofthe Act, the Report and Accounts are being sent to the Members and others entitledthereto, excluding the information on employees’ particulars which is available forinspection by the Members at the Registered Office of the Company during businesshours on working days of the Company up to the date of the ensuing Annual GeneralMeeting. If any Member is interested in obtaining a copy thereof, such Member maywrite to the Company Secretary in this regard.

ACKNOWLEDGEMENTS

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board of directors

For SHRI KESHAV CEMENTS AND INFRA LIMITED

Place: Belagavi (Vilas H. Katwa)Date: 26/05/2015 Chairman


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Annexure-II

FORMING PART OF DIRECTOR’S REPORT FORTHE YEAR ENDED 31st MARCH 2015

MANAGEMENT DISCUSSION ANASYSIS

1. BRIEF STATEMENT ON THE COMPANYDuring the financial year ending 2013-14 the Indian economy continued toshow a dismal picture as the Cement sector witnessed a slowdown in demandin the second half of the financial year under review. The stress on the economywas more evident with a weak growth in the industrial sector and cementsector was no exception. Despite the slowing down of the capacity additionsin the last year, the supply side pressures mounted resulting in subdued sellingprices. As per Department of Industrial Policy and Promotion (DIPP) data,the growth in demand continued to be at the lower range in the current yearas compared to previous year. This adverse demand/supply situation forcedthe industry to operate at a lower level of capacity. The demand was affectedduring the year with the slowdown of the construction sector and with anuneven monsoon at various parts of the country resulting in surpluses anddeficiencies and drought like situation in certain states. The industry was alsoaffected with the shortage of essential construction materials like sand, bricksand water due to drought and the consequent drag on cement demand. Inspiteof all the above deficiencies the Company has achieved optimum level ofproduction in the current year.

2. CEMENT INDUSTRY OUTLOOK AND OPPORTUNITIESCement business is a long term play and the industry has witnessed the cycles oflow and high growths before. With the latest indications given by the RBI aboutthe possibility of revival in the economy, in the current fiscal the industry can beexpected to bounce back with the growth in consumption. Infrastructure andconstruction industry which are in poor light today are also bound to growwith the revival of the economy, which will pave way for higher capacityutilisation of the cement industry.

Prospects for economic recovery appear to be good going by change in thegovernment at the central. With a positive outlook for infrastructure andconstruction, reduction in the lending rates, predicted normal monsoon, anoptimistic view can be taken for the revival of the economy which will augurwell for the industry

3. RISK AND CONCERNSIn the past two years the availability of quality power at reasonable rates hasbeen a matter of concern due to acute shortage of power in the state and also


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availability of indigenous coal from the state owned collieries is also anotherarea of concern which is further aggravated by the huge variations in qualityand high prices and lesser materialisation of the linkages for higher grade varieties.The company is also on the lookout for other alternate fuels available at cheaperprices within the vicinity of the plants and very small percentage based on costeconomics has also been utilised during the year. Development of such alternatefuels is a focus area for the Company.

4. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACYYour company has a well defined internal control system to support efficientbusiness operations and statutory compliance. External Auditors carry outconcurrent audit of the operations of the Company which adds to the stabilityof the internal control systems. Suitable internal checks have been built in tocover all monetary transactions with proper delineation of authority, whichprovides for checks and balances at every stage.

5. HUMAN RESOURCES AND INDUSTRIAL RELATIONSIndustrial relations continued to be cordial and harmonious at both the plantsthroughout the year.

6. CAUTIONARY STATEMENTStatement in this Management Discussion & Analysis describing the company’sobjectives projections, estimates and exceptions are “forward looking statements”within the meaning of applicable laws and regulations. Actual results might differmaterially from those either expressed or implied.

CORPORATE GOVERNANCE

(As required by Clause 49 of the Listing Agreement with the Stock Exchanges)

The compliance with the requirements of Clause 49 are being reported in the form ofquestionnaire.

1. Company’s Philosophy

The Company’s Philosophy on Corporate Governance aims at the attainment of the highestlevels of transparency, accountability and responsibility in all operations and all interactionswith its Shareholders, Investors, Lenders, Employees, Government and other stakeholders.

As part of our commitment to run a values-driven and processes-managed company, thisresponsibility is taken up with highest discipline and vigilance by the Company’s Board ofDirectors and its management team. The Company believes that all its operations andactions must serve the underlying goal of enhancing overall shareholder value consistentlyover a sustained period of time. The Board considers itself a Trustee of its shareholders andacknowledges its responsibilities towards them for creating, enhancing and safeguardingtheir wealth.


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2. Board of Directors

3. Board’s composition and category

The Composition of Board of Directors of the Company is in conformity with therequirements of Clause 49 of the Listing Agreement. As on March 31, 2015, the Board ofthe Company consists of Eight (8) Directors comprising of one (1) Managing Director, one(1) Chief Financial Officer and four (6) Non-Executive Directors. The Non-ExecutiveDirectors comprise of four (4) Independent Directors and two (2) Non-Independent Director.

None of the Directors of the Company was member of more than ten Board levelcommittees or chairman of more than five such committees, across all companies in whichhe/ she was Director. The names and categories of Directors on the Board and also thenumber of directorships and committee membership held by them is given below.

Note: The above excludes directorships held in private limited companies, foreigncompanies and Section 8 companies.

During the financial year 2014-2015, 6 (six) Board Meetings were held. The interveningperiod between the Board Meetings were within the maximum time gap prescribedunder Companies Act, 2013 and Clause 49 of the Listing Agreement. All materialinformation was circulated to the Directors before the meeting or placed at the meeting,including minimum information required to be made available to the Board underClause 49 of the Listing Agreement. The Company has established procedures to enablethe Board to periodically review compliance reports of all laws applicable to theCompany, as prepared by the Company as well as steps taken by the Company torectify instances of non-compliances.


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4. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUALGENERAL MEETING

Board Familiarisation Programme

At the time of appointing a Director, a formal letter of appointment is given to him /her, which inter alia explains the role, functions, duties and responsibilities expectedfrom him / her as a Director of the Company.

With a view to familiarise him / her with the Company’s operations, the ManagingDirector & Chief Executive Officer has a personal discussion with the newly appointedDirector. The above initiatives help the Director to understand the Company, its businessand the regulatory framework in which the Company operates and equips him / herto effectively fulfil his / her role as a Director of the Company.

The Director is also explained in detail the compliances required from him / her underthe Companies Act, 2013, Clause 49 of the Listing Agreement and other relevantregulations. At various Board meetings during the year, quarterly presentations aremade on operations that include information on business performance, operations,projects, market share, financial parameters, working capital management, fund flows,senior management change, major litigation, compliances etc.

During the year, the Company had arranged a technical session to familiarise theDirectors about their roles, responsibilities and duties as Directors. The Directors wereprovided an overview of;


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• Criteria of independence applicable to Independent Directors as per clause 49 ofthe Listing Agreement on Corporate Governance and the Companies Act, 2013;

• Roles, functions, duties, responsibilities and liabilities of Directors;

• Director’s Responsibility Statement forming part of Boards’ Report;

• Vigil Mechanism including policy formulation, disclosures, code for IndependentDirectors, obtaining Audit Committee approval, wherever required;

• Risk Management strategies;

• Board evaluation process and procedures;

• Dealing with Related Party Transactions under the Companies Act, 2013 and theListing Agreement;

• Internal Financial Controls and

• Fraud Reporting

The above initiatives help the Director to understand the Company, its business andthe regulatory framework in which the Company operates and equips him / her toeffectively fulfil his / her role as a Director of the Company.

COMMITTEES OF THE BOARD

Details of the role and composition of Board Committees constituted as per requirementsof Companies Act, 2013 and Clause 49 of the Listing Agreement, including number ofmeetings held during the financial year and attendance thereat are provided below.

Audit Committee

The role and terms of reference of the Audit Committee cover the areas mentionedunder Clause 49 of the Listing Agreement and the provisions of the CompaniesAct, 2013, besides other terms as may be referred to by the Board of Directorsfrom time to time.

The Audit Committee met four times during the year i.e., on 13.05.2013, 12.08.2013,09.11.2013 and 10.02.2014. The Composition of the Audit Committee as at March31, 2015 and details of the Members’ participation at the Meetings of the Committeeare as under:


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Primarily, the Audit Committee is responsible for:

• Overseeing of the Company’s financial reporting process and the disclosure ofits financial information to ensure that the financial statements are correct,sufficient and credible,

• Reviewing the scope of the Statutory Auditors, the Annual Audit Plan andthe Internal Audit Plan with a view to ensure adequate coverage.

• Reviewing the significant audit findings from the statutory and internal auditscarried out, the recommendations and Management’s response thereto.

• Reviewing and recommending to the Board the appointment/re-appointmentof the Statutory Auditors and Cost Auditors considering their independenceand effectiveness and their replacement and removal.

• Approving such additional services to be rendered by the Statutory Auditorsexcept those enumerated in Section 144 of the Companies Act, 2013 andpayment for such services.

• Recommending to the Board the remuneration of the Statutory Auditors/CostAuditors.

• Discussing with the Statutory Auditors/Chief Internal Auditors any significantdifficulties encountered during the course of the Audit.

• Reviewing annual Cost Audit Report submitted by the Cost Auditor.

Apart from these responsibilities, the Audit Committee approves the appointment,removal and terms of remuneration of the Internal Auditors and also recommendsto the Board appointment of the Chief Financial Officer. Audit Committee reviewsand approves the related party transactions and also grants omnibus approval forrelated party transactions that are in the ordinary course of business and are onarm’s length basis.

Nomination and Remuneration Committee

As per the provisions of Section 178 of the Companies Act, 2013 the Board hasconstituted a Nomination and Remuneration Committee in place of earlierRemuneration Committee.

The Composition of the Nomination & Remuneration Committee as at March 31,2015 and details of the Members’ participation at the Meetings of the Committeeare as under:


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Primarily, the Nomination & Remuneration Committee is responsible for:

• Identifying persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down,

• Recommending to the Board, appointment and removal of Directors and SeniorManagement,

• Formulating the criteria for evaluation of Independent Directors and the Boardand carrying out evaluation of every Director’s performance,

• Formulating the criteria for determining qualification, positive attributes andindependence of a Director and recommend to the Board, a policy relating tothe remuneration of the Directors, Key Managerial Personnel and other SeniorManagement,

• Devising a policy on Board diversity

The Company Secretary of the Company acts as the Secretary to the Committee.

Stakeholders Relationship Committee

As per the provisions of Section 178 (4) of the Companies Act, 2013 the Board hasconstituted a Stakeholders Relationship Committee. The Composition of theStakeholders’ Relationship Committee as at March 31, 2015 and details of theMembers’ participation at the Meetings of the Committee are as under:

Shri. Satish Kalpavriksha, Chairman

1. Shri. Ashok Tarale

2. Smt. Nisha Maganur.

Primarily, the Stakeholders Relationship Committee is responsible for:

• Maintaining Investors, including security holders, relations and redressing ofsecurity holders’ complaints like transfer of security, non-receipt of balancesheet, annual report, nonreceipt of declared dividends / interest etc.,

• Approving requests for security transfers, transmission and those pertainingto re-materialisation of security / subdivision/ consolidation / issue of renewedand duplicate certificates etc.,


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• Monitoring transfers, transmissions, dematerialisation, re-materialisation,splitting and consolidation of securities issued by the Company

The Committee oversees performance of the Registrar and Transfer Agent of theCompany and recommends measures for overall improvement in the quality ofInvestor services.

The Company Secretary of the Company acts as the Secretary to the Committee.

The details of investor complaints received and resolved during the year endedMarch 31, 2015 are as under:

INDEPENDENT DIRECTORS’ MEETING

During the year, the Independent Directors met on 12th August 2014 and 10th

February 2015 to:

• Review the performance of Non-Independent Directors and the Board as awhole.

• Review the performance of the Chairman of the Company, taking into accountthe views of Executive Directors and Non-Executive Directors.

• Evaluate the quality, quantity and timeliness of flow of information betweenthe Company Management and the Board that is necessary for the Board toeffectively and reasonably perform their duties

Policy on Appointment and Remuneration of Directors, Key ManagerialPersonnel and Other Employees

Preamble:

Pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the ListingAgreement, the Board of Directors of every listed Company shall constitute theNomination and Remuneration Committee.

In order to align with the provisions of the Companies Act, 2013 and the amendedListing Agreement, the Board on 30th May 2014, constituted the “Nomination andRemuneration Committee” with two non-executive Independent Directors and onenon -executive Director as Members of the Committee.

This Committee has recommended a Policy which has been formulated in compliancewith Section 178 of the Companies Act, 2013 read along with the applicable rules


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thereto and Clause 49 of the Listing Agreement, relating to the remuneration for theDirectors, key managerial personnel and other employees.

Definitions:

“Board” means Board of Directors of the Company.

“Company” means “Tai Industries Limited.”

“Independent Director” means a director referred to in Section 149 (6) of the CompaniesAct, 2013.

“Key Managerial Personnel” (KMP) means (i) the Managing Director, (ii) CompanySecretary, (iii) Whole time Director (in the absence of a Managing Director), (iv) ChiefFinancial Officer and (v) Such other officer as may be prescribed.

“Nomination and Remuneration Committee” shall mean a Committee of Board ofDirectors of the Company, constituted in accordance with the provisions of Section178 of the Companies Act, 2013 and the Listing Agreement.

“Policy or This Policy” means, “Nomination and Remuneration Policy.”

“Remuneration” means any money or its equivalent given or passed to any person forservices rendered by him and includes perquisites as defined under the Income-taxAct, 1961.

“Senior Management” mean personnel of the Company who are members of its coremanagement team excluding Board of Directors. This would include all members ofmanagement one level below the executive directors, including all the functional heads.

Interpretation:

Terms that have not been defined in this Policy shall have the same meaning assignedto them in the Companies Act, 2013, Listing Agreement and/or any other SEBIRegulation(s) as amended from time to time.

Guiding Principles:

The Policy ensures that - The level and composition of remuneration is reasonable andsufficient to attract, retain and motivate Directors of the quality required to run theCompany successfully. Relationship of remuneration to performance is clear and meetsappropriate performance benchmarks.


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Appointment and Removal of Director, KMP and Senior Management:

• Appointment criteria and qualifications:

1) The Committee shall identify and ascertain the integrity, qualification,expertise and experience of the person for appointment as Director, KMPor at Senior Management level and recommend to the Board his / herappointment.

2) A person should possess adequate qualification, expertise and experiencefor the position he / she is considered for appointment. The Committee hasdiscretion to decide whether qualification, expertise and experience possessedby a person are sufficient / satisfactory for the concerned position.

3) The Company shall not appoint or continue the employment of any personas Managing Director/Whole-time Director/Manager who has attained theage of seventy years. Provided that the term of the person holding thisposition may be extended beyond the age of seventy years with the approvalof shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justificationfor extension of appointment beyond seventy years.

• Term / Tenure:

1) Managing Director/Whole-time Director (Managerial Person): - TheCompany shall appoint or reappoint any person as its Managerial Personfor a term not exceeding five years at a time. No reappointment shall bemade earlier than one year before the expiry of term.

2) Independent Director: - An Independent Director shall hold office for aterm up to five consecutive years on the Board of the Company and will beeligible for reappointment on passing of a special resolution by the Companyand disclosure of such appointment in the Board’s report. No IndependentDirector shall hold office for more than two consecutive terms, but suchIndependent Director shall be eligible for appointment after expiry of threeyears of ceasing to become an Independent Director. Provided that anIndependent Director shall not, during the said period of three years, beappointed in or be associated with the Company in any other capacity,either directly or indirectly. However, if a person who has already servedas an Independent Director for 5 years or more in the Company as on 1October, 2014 or such other date as may be determined by the Committeeas per regulatory requirement, he / she shall be eligible for appointment forone more term of 5 years only.


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• Evaluation: The Committee shall carry out annually evaluation of performanceof every Director, KMP and Senior Management.

• Removal: Due to reasons of any disqualification mentioned in the CompaniesAct, 2013, rules made there under or under any other applicable Act, rules andregulations, the Committee may recommend, to the Board with reasons recordedin writing, removal of a Director, KMP or Senior Management subject to theprovisions and compliance of the said Act, rules and regulations.

• Retirement: The Directors, KMPs and Senior Management shall retire as perthe applicable provisions of the Companies Act, 2013 and the prevailing policyof the Company. The Board will have the discretion to retain the Director,KMP, Senior Management in the same position / remuneration or otherwiseeven after attaining the retirement age, for the benefit of the Company.

Provisions Relating to Remuneration of Managerial Person, KMP and SeniorManagement

• General:

1) The remuneration / compensation / commission etc. to Managerial Person,KMP and Senior Management Personnel will be determined by theCommittee and recommended to the Board for approval. The remuneration/ compensation / commission etc. shall be subject to the prior/post approvalof the shareholders of the Company and Central Government, whereverrequired.

2) The remuneration and commission to be paid to Managerial Person shall beas per the statutory provisions of the Companies Act, 2013, and the rulesmade there under, for the time being in force.

3) Increments to the existing remuneration / compensation structure may berecommended by the Committee to the Board which should be within theslabs approved by the Shareholders in the case of Managerial Persons.Increments will be effective from the date of reappointment in respect ofManagerial Person and 1st April in respect of other employees of theCompany.

4) Where any insurance is taken by the Company on behalf of its ManagerialPerson, KMP and any other employees for indemnifying them against anyliability, the premium paid on such insurance shall not be treated as part ofthe remuneration payable to any such personnel. Provided that if suchperson is proved to be guilty, the premium paid on such insurance shall betreated as part of the remuneration.


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• Remuneration to Managerial Person, KMP and Senior Management:

1) Fixed Pay: Managerial Person, KMP and Senior Management shall be eligiblefor a monthly remuneration as may be approved by the Board on therecommendation of the Committee in accordance with the statutoryprovisions of the Companies Act, 2013, and the rules made there under forthe time being in force. The break-up of the pay scale and quantum ofperquisites including, employer’s contribution to P.F, pension scheme,medical expenses, club fees etc. shall be decided and approved by the Boardon the recommendation of the Committee and approved by the shareholdersand Central Government, wherever required.

2) Minimum Remuneration: If, in any financial year, the Company has noprofits or its profits are inadequate, the Company shall pay remunerationto its Managerial Person in accordance with the provisions of Schedule V ofthe Companies Act, 2013 and if it is not able to comply with such provisions,with the prior approval of the Central Government.

3) Provisions for excess remuneration: If any Managerial Person draws orreceives, directly or indirectly by way of remuneration any such sums inexcess of the limits prescribed under the Companies Act, 2013 or withoutthe prior sanction of the Central Government, where required, he / sheshall refund such sums to the Company and until such sum is refunded,hold it in trust for the Company. The Company shall not waive recovery ofsuch sum refundable to it unless permitted by the Central Government.

• Remuneration to Non-Executive / Independent Directors:

1) Remuneration: The remuneration shall be in accordance with the statutoryprovisions of the Companies Act, 2013, and the rules made there under forthe time being in force.

2) Sitting Fees: The Non- Executive / Independent Directors may receiveremuneration by way of fees for attending meetings of Board or Committeethereof. Provided that the amount of such fees shall not exceed the maximumamount as provided in the Companies Act, 2013, per meeting of the Boardor Committee or such amount as may be prescribed by the CentralGovernment from time to time.

3) Limit of Remuneration: Remuneration may be paid within the monetarylimit approved by shareholders, subject to the limit not exceeding 1% of thenet profits of the Company computed as per the applicable provisions ofthe Companies Act, 2013.


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4) Stock Options: An Independent Director shall not be entitled to any stockoption of the Company.

Deviations from this Policy:

Deviations on elements of this policy in extraordinary circumstances, when deemednecessary in the interests of the Company, will be made if there are specific reasons todo so in individual cases.

Details of Remuneration Paid to Executive and Non-Executive Directors

Remuneration of Executive Director

Remuneration paid/ accrued to the Executive Director for the financial year endedMarch 31, 2015 is as follows:

Remuneration of Non-Executive Directors

Non-Executive Directors including Independent Directors were paid sitting feesfor attending the meetings of the Board of Directors within the limits as prescribedunder the Companies Act, 2013. Details of remuneration paid to Non-ExecutiveDirectors during financial year 2014-15 and their shareholding in the Company asat March 31, 2015 are as follows:

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the ListingAgreement, the Board has carried out the annual performance evaluation of itsown performance, the Directors individually as well as the evaluation of the workingof its Committees.

The Nomination and Remuneration Committee laid down the criteria forperformance evaluation of Independent Directors and other Directors, Board ofDirectors and the various committees of the Board of Directors. The criteria for


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performance evaluation cover the areas relevant to their functioning as Chairman,Independent Directors or other Directors, Member of Board or Committees of theBoard. A structured questionnaire, evolved through discussions within the Board,has been used for this purpose.

The purposes of evaluation of the Board and its Committees was to analyse howthe Board and its Committees are functioning, the time spent by the Board whileconsidering matters and whether the terms of reference of the Board Committeeshave been met, beside compliance of provisions of the Act and Listing Agreement.

The Directors expressed their satisfaction with the evaluation process. However,given the nascent nature of this process, the evaluation process will be strengthenedthrough experience and also by identifying best practices used by other companies

RISK MANAGEMENT

The Company operates in an increasingly volatile and challenging businessenvironment. The Company’s overall risk management seeks to minimise potentialadverse effects on its performance. The Company has created the Risk Managementcharter for building a strong risk management culture.

Risk Management Policy:

Framework:

A company needs to have a proactive approach to convert a risk into an opportunity.A business is exposed to various kind of risk such as strategic risk, data security risk,fiduciary risk, credit risk, liquidity risk, reputational risk, environmental risk, competitionrisk, fraud risk, technological risk etc. It is important for the company to have astructured framework to satisfy that it has sound policies, procedures and practicesare in place to manage the key risks under risk framework of the company. A riskmanagement Committee’s role is to assist the Board in establishing risk managementpolicy, overseeing and monitoring its implementation.

Management is a key aspect of the “Corporate Governance Principles and Code ofConduct” which aims to improvise the governance practices across the Company’sactivities. Risk management policy and processes will enable the Company to proactivelymanage uncertainty and changes in the internal and external environment to limitnegative impacts and capitalize on opportunities.

Objective of policy:

1. To ensure sustainable business growth with stability.

2. To promote a pro-active approach in reporting.


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3. Evaluating and resolving risks associated with the business.

4. To establish a framework for the company’s risk management process and toensure its implementation.

5. Enable compliance with appropriate regulations through the adoption of bestpractice.

6. Assure business growth with financial stability.

CONSTITUTION OF RISK MANAGEMENT COMMITTEE:

The committee shall be constituted with at least three directors, majority beingindependent directors. The Board shall define the roles & responsibilities of the RiskManagement Committee & may delegate monitoring & reviewing of the riskmanagement plan to the Committee & such other functions as it may deem fit.

Functions:

1. Monitoring and reviewing risk management practices of the Company.

2. To ensure that management has instituted adequate process to evaluate majorrisks faced by the Company.

3. Assisting the Board in fulfilling its corporate governance oversight responsibilitieswith regard to identification, evaluation and mitigation of operational, strategicand external environment risks.

4. Reviewing and approving risk-related disclosures.

5. Establishing the role and responsibilities of officers/team who shall beresponsible for :

• Facilitating the execution of risk management practices in the enterprise.

• Reviewing enterprise risks from time to time, initiating mitigation actions,identifying owners and reviewing progress.

• Reporting risk events and incidents in a timely manner.

Application:

This policy applies to all areas of the Company’s operations.

Role of the Board:

The Board will undertake the following actions to ensure risk is managedappropriately:


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1. The Board shall be responsible for framing, implementing and monitoringthe risk management plan for the company.

2. The Board shall define the roles and responsibilities of the Risk ManagementCommittee and may delegate monitoring and reviewing of the riskmanagement plan to the Committee and such other functions as it maydeem fit.

3. Ensure that the appropriate systems for risk management are in place.

4. The independent directors shall help in bringing an independent judgmentto bear on the Board’s deliberations on issues of risk management and satisfythemselves that the systems of risk management are robust and defensible.

5. Participate in major decisions affecting the organization’s risk profile.

6. Have an awareness of and continually monitor the management of strategicrisks.

7. Be satisfied that processes and controls are in place for managing lesssignificant risks.

8. Be satisfied that an appropriate accountability framework is workingwhereby any delegation of risk is documented and performance can bemonitored accordingly.

9. Ensure risk management is integrated into board reporting and annualreporting mechanisms.

Disclosure in Board’s Report:

Board of Directors shall include a statement indicating development andimplementation of a risk management policy for the company including identificationtherein of elements of risk, if any, which in the opinion of the Board may threaten theexistence of the company.

WHITSLE BLOWING MECHANISM – Vigil Mechanism Policy of Shri KeshavCements and Infra Limited

Framework:

Section 177 of the Companies Act, 2013 requires every listed company and such classor classes of companies, as may be prescribed to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may beprescribed.


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The Company has adopted a Code of Conduct for Directors and Senior ManagementPersonnel (“the Code”), which lays down the principles and standards that shouldgovern the actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code, howsoever insignificant or perceived assuch, is a matter of serious concern for the Company. Such a vigil mechanism shallprovide for adequate safeguards against victimization of persons who use suchmechanism and also make provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases.

Effective October 1, 2014, Clause 49 of the Listing Agreement between listed companiesand the Stock Exchanges, inter alia, provides for a mandatory requirement for alllisted companies to establish a mechanism called “Whistle Blower Policy” for employeesto report to the management instances of unethical behavior, actual or suspected,fraud or violation of the company’s code of conduct.

Policy:

In compliance of the above requirements, Shri Keshav Cements & Infra Limited, beinga Listed Company has established a Vigil (Whistle Blower) Mechanism and formulateda Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism.

Policy Objectives:

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors andemployees to report genuine concerns about unethical behavior, actual or suspectedfraud or violation of the Codes of Conduct or policy.

The Company is committed to adhere to the highest standards of ethical, moral andlegal conduct of business operations and in order to maintain these standards, theCompany encourages its employees who have genuine concerns about suspectedmisconduct to come forward and express these concerns without fear of punishmentor unfair treatment.

The mechanism provides for adequate safeguards against victimization of Directorsand employees to avail of the mechanism and also provide for direct access to theChairman of the Audit Committee in exceptional cases.

This neither releases employees from their duty of confidentiality in the course of theirwork nor can it be used as a route for raising malicious or unfounded allegationsabout a personal situation.


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Scope:

The Policy is an extension of the Code of Conduct for Directors & Senior ManagementPersonnel and covers disclosure of any unethical and improper or malpractices andevents which have taken place/ suspected to take place involving:

1. Breach of the Companies Code of Conduct.

2. Breach of Business Integrity and Ethics.

3. Breach of terms and conditions of employment and rules thereof.

4. Intentional Financial irregularities, including fraud, or suspected fraud.

5. Deliberate violation of laws/regulations.

6. Gross or Wilful Negligence causing substantial and specific danger to health, safetyand environment.

7. Manipulation of company data/records

8. Pilferation of confidential/propriety information

9. Gross Wastage/misappropriation of Company funds/assets.

Eligibility:

All Directors and Employees of the Company are eligible to make Protected Disclosuresunder the Policy in relation to matters concerning the Company.

Procedure:

All Protected Disclosures should be reported in writing by the complainant as soon aspossible, not later than 30 days after the Whistle Blower becomes aware of the sameand should either be typed or written in a legible handwriting in English. The ProtectedDisclosure should be submitted under a covering letter signed by the complainant in aclosed and secured envelope and should be super scribed as “Protected disclosureunder the Whistle Blower policy” or sent through email with the subject “Protecteddisclosure under the Whistle Blower policy”. If the complaint is not super scribed andclosed as mentioned above, the protected disclosure will be dealt with as if a normaldisclosure. All Protected Disclosures should be addressed to the Vigilance Officer ofthe Company or to the Chairman of the Audit Committee in exceptional cases.

The contact details of the Vigilance Officer are as under:

Name and Address – Vijay Krishnarao Bansur Manager (Finance & Legal) SHRI KESHAV CEMENTS AND INFRA LIMITED Email: [email protected]


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In order to protect the identity of the complainant, the Vigilance Officer will not issueany acknowledgement to the complainants and they are not advised neither to writetheir name / address on the envelope nor enter into any further correspondence withthe Vigilance Officer.

Anonymous / Pseudonymous disclosure shall not be entertained by the VigilanceOfficer.

On receipt of the protected disclosure the Vigilance Officer shall detach the coveringletter bearing the identity of the Whistle Blower and process only the ProtectedDisclosure.

Investigation:

All Protected Disclosures under this policy will be recorded and thoroughly investigated.The Vigilance Officer will carry out an investigation either himself/herself or byinvolving any other Officer of the Company/ Committee constituted for the same /anoutside agency before referring the matter to the Audit Committee of the Company.

The Audit Committee, if deems fit, may call for further information or particularsfrom the complainant and at its discretion, consider involving any other/additionalOfficer of the Company and/or Committee and/ or an outside agency for the purposeof investigation.

The investigation by itself would not tantamount to an accusation and is to be treatedas a neutral fact finding process.

The investigation shall be completed normally within 90 days of the receipt of theprotected disclosure and is extendable by such period as the Audit Committee deemsfit.

Any member of the Audit Committee or other officer having any conflict of interestwith the matter shall disclose his/her concern /interest forthwith and shall not dealwith the matter.

Decision and Reporting:

If an investigation leads to a conclusion that an improper or unethical act has beencommitted, the Chairman of the Audit Committee shall recommend to the Board ofDirectors of the Company to take such disciplinary or corrective action as it may deemfit.

Any disciplinary or corrective action initiated against the Subject as a result of thefindings of an investigation pursuant to this Policy shall adhere to the applicablepersonnel or staff conduct and disciplinary procedures.


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A quarterly report with number of complaints received under the Policy and theiroutcome shall be placed before the Audit Committee and the Board.

A complainant who makes false allegations of unethical & improper practices or aboutalleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committeeshall be subject to appropriate disciplinary action in accordance with the rules,procedures and policies of the Company.

Confidentiality:

The complainant, Vigilance Officer, Members of Audit Committee, the Subject andeverybody involved in the process shall, maintain confidentiality of all matters underthis Policy, discuss only to the extent or with those persons as required under thispolicy for completing the process of investigations and keep the papers in safe custody.

Protection:

No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her havingreported a Protected Disclosure under this policy. Adequate safeguards againstvictimisation of complainants shall be provided. The Company will take steps tominimize difficulties, which the Whistle Blower may experience as a result of makingthe Protected Disclosure.

The identity of the Whistle Blower shall be kept confidential to the extent possible andpermitted under law. Any other employee assisting in the said investigation shall alsobe protected to the same extent as the Whistle Blower.

Disqualifications:

While it will be ensured that genuine Whistle Blowers are accorded complete protectionfrom any kind of unfair treatment as herein set out, any abuse of this protection willwarrant disciplinary action.

Protection under this Policy would not mean protection from disciplinary action arisingout of false or bogus allegations made by a Whistle Blower knowing it to be false orbogus or with a mala fide intention.

Whistle Blowers, who make any Protected Disclosures, which have been subsequentlyfound to be mala fide, frivolous or malicious, shall be liable to be prosecuted.

Access to Chairman of the Audit Committee:

The Whistle Blower shall have right to access Chairman of the Audit Committee directlyin exceptional cases and the Chairman of the Audit Committee is authorized toprescribe suitable directions in this regard.


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Communication:

Directors and Employees shall be informed of the Policy by publishing on the noticeboard and the website of the Company.

Retention of Documents:

All Protected disclosures in writing or documented along with the results of Investigationrelating thereto, shall be retained by the Company for a period of 5 (five) years or suchother period as specified by any other law in force, whichever is more.

Amendment:

The Company reserves its right to amend or modify this Policy in whole or in part, atany time without assigning any reason whatsoever. However, no such amendment ormodification will be binding on the Directors and employees unless the same is notcommunicated in the manner described as above.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year wereon an arm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company withPromoters, Directors, Key Managerial Personnel or other designated persons whichmay have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also theBoard for approval. Prior omnibus approval of the Audit Committee is obtained on aquarterly basis for the transactions which are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted are auditedand a statement giving details of all related party transactions is place before theAudit Committee and the Board of Directors for their approval on a quarterly basis.The statement is supported by a Certificate from the CEO & MD and the CFO. TheCompany has developed a Related Party Transactions Manual, Standard OperatingProcedures for purpose of identification and monitoring of such transactions.

None of the Directors has any pecuniary relationships or transactions vis-à-vis theCompany.

Policy on Materiality of Related Party Transactions & on Dealing with RelatedParty Transactions

Introduction and Background

• Shri Keshav Cements and Infra Limited (the “Company”) (Formerly Katwa UdyogLimited) recognizes that related party transactions can present potential or actual


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conflicts of interest and may raise questions about whether such transactions areconsistent with the Company’s and its stakeholders’ best interests.

• This Policy is framed pursuant to Clause 49(VII)(C) of the Listing Agreement asamended by the SEBI Circular – CIR/CFD/POLICYCELL/ 2/2014 dated 17thApril 2014 (the “SEBI Circular”) read with amendment Circular – CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 of SEBI.

Scope & Inclusion

This policy sets definition of materiality of related party transactions and dealing withrelated party transactions.

Terms and References: Materiality of related party transactions

Contracts / arrangements with a related party shall be considered as “material relatedparty contracts / arrangements” if the transactions during a financial year undersuch contracts / arrangements exceed the threshold prescribed by the SEBI Circularor any amendment thereof.

Policy

• All related party contracts / arrangements shall be in ordinary course of businessand shall be entered on arm’s length basis.

• In exceptional circumstances, where permitted by law, related party contracts /arrangements may deviate from the principle of ordinary course of business and/or arm’s length, after approval from Audit Committee.

• All related party contracts / arrangements shall comply with the Companies Act,2013.

• All related party contracts / arrangements shall comply with the Listing Agreement.

• All related party contracts / arrangements shall comply with the AccountingStandards.

• All domestic related party contracts / arrangements shall, wherever applicable,comply with Domestic Transfer Pricing Requirement under section 92BA of IncomeTax Act, 1961 including certification from independent accountants under theTransfer Pricing Regulations.

• All international related party contracts / arrangements shall comply withInternational Transfer Pricing Requirement under section 92B of Income Tax Act,1961 including certification from independent accountants under the TransferPricing Regulations.


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• Prior approval of Audit Committee shall be taken for all related party contracts /arrangements as required under the Companies Act and Listing Agreement.However, the Audit Committee may grant omnibus approval to related partytransactions subject to such conditions as are, or may be, prescribed.

• Details of all related party transactions shall be periodically disclosed as maybe required.

DISCLOSURE:

General Body Meetings

1. Details of Annual General Meetings: Location and time, where last three AGMsheld:

Annual General Meeting for the year 2011-12 held on 27th September 2012:

Annual General Meeting for the year 2012-13 held on 23rd September 2013:

Annual General Meeting for the year 2013-14 held on 12th August 2014:


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During the financial year under review two special resolutions were passed for thefollowing purposes:

1. Authorisation to the Board of Directors to mortgage or to create charge on theassets of the Company to secure loans/borrowings not exceeding a sum ofRs.200 Crores;

2. Authorisation to the Board of Directors to borrow loans for the business purposeof the Company not exceeding a sum of Rs.200 Crores.

No Extraordinary General Meeting was held during the financial year 2014-15.

2. Means of communication

1. Half yearly report sent to each household of shareholders: Not sent tomembers individually but reported to the stock exchanges and reported tothe press through announcement.

2. Quarterly results: Not sent to members individually but reported to thestock exchanges and reported to the press through announcement.

3. Newspapers normally published in: Financial Express, Shri RanzunzarMarathi Local Daily

4. Any website, where displayed: Yes www.keshavcement.com

5. All official news releases: Not applicable

6. Presentation made to Institutional Investors/Analysts: Not Applicable

3. SHAREHOLDER INFORMATION

1. Annual General Meeting: Tuesday the 22nd September 2015

2. Financial Calendar: 31st March 2015

3. Dates of Book Closure: 14th September 2013 to 23rd September 2013 bothdays inclusive

4. Registered Office:Jyoti Towers, Karbhar Galli, Nazar Camp,M. Vadgaon, BELGAUM - 590 005, Ph. 0831 - 2483510 fax 0831 -2484421E-mail: [email protected]

4. (a) Listing Details :

The shares of the company are listed on The Bombay Stock Exchange. The data as tomonthly high and low price quoted on The Bombay stock exchanges is as under:


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At the BSE: Closing share price as on 31st March 2015 was Rs. 20.30

Share transfer and communication regarding share certificates, dividends andchange of address

(i) Share Transfer System: Share Transfer requests received in physical formare registered within an average period of 15 days.

(ii) Request for dematerialization received from the shareholders are effectedwithin an average period of 15 days.

(iii) In respect of shares in the physical segment, the Board has authorisedMr. K. Ravi and Mr. Naidu officials of CANBANK COMPUTERSERVICES LTD, # 218, 1st floor, J P Royale, 2nd Main, Sampige Road,Malleswaram, Bangalore, the RTAs with powers of share transfer andupon preliminary scrutiny by those officials of the RTA, the transfersare placed before the Stakeholders Relationship Committee from time totime for ratification. 86.45 % percent of the shares are in demat form.As on 31st March 2014, there were no pending share transfers with thecompany.


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(b) Distribution of share holding as on 31st March 2015

(c) Shareholding Pattern as on 31st March 2015

6. Details on use of public funds obtained in the last three years

The company has not raised any funds through public issue during the last threeyears. Hence, nothing under this head is reportable

6. Outstanding GDR/Warrants and convertible Bonds, Conversion date and likelyimpact on equity

No GDR/ADR has been issued during the year.

7. Plant Locations:

Plant I: R.S.No.346, At Kaladgi Village, Dist.: Bagalkot - 587 313 [Karnataka]Plant II: R.S. No. 15/4, Mudhol Industrial Area, At Nagnapur, Tal.: Mudhol, Dist.:Bagalkot - 587 122 [Karnataka]

8. Investor Correspondence: All shareholders are requested to address theircommunication /Suggestions / grievances / queries at the Registered Office.


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9. INVESTOR SERVICES

Name Designation and address of thecompliance Officer:Mr. Rajesh Lakkar, Company Secretary,Jyoti Towers, 215/2, 6th cross,Nazar Camp. M. Vadgaon Belgaum-590 005E-mail [email protected]

Number of complaints received from the investors from 01.04.2014 to 31.03.2015comprising Non receipt of securities sent for transfer, demat, demat queries, nonreceipt of dividend revalidations etc.:

No. of pending share transfers as on 31.3.2014 - NIL

Means of communications with shareholders: Annually through the annual report.

Shareholder information:

AGM: Date, time and venue: Tuesday 22nd September 2015 at 11.30 A.M.Jyoti Towers,Nazar Camp, M. VadagonBELGAUM - 590 005

Dates of Book closure: September 14th 2013 to September 23rd 2013. (Inclusive ofboth the dates)

Listing on stock exchanges: BOMBAYSTOCK EXCHANGE Stock Code: 530977

Registrar and Transfer agents:

Consequent to the SEBI directive on common agency for the shares in physical anddemat modes the Company has appointed M/s CANBANK COMPUTER SERVICESLTD. Bangalore as its Registrar and Transfer agents.

Canbank Computer Services Limited# 218, J. P. Royale, 1st Floor, 14th Cross, Sampige Road, 2nd MainMalleshwaram, Bangalore - 560 003Phone No.: +91-080-23469661/62/64/65Fax No. +91-080-23469667E-mail : [email protected] : canbankrta.com


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Dematerialization of shares and liquidity:

The company has arrangement with National Securities Depository Ltd. (NSDL) awell as the Central Depository Services (India) Ltd. (CDSL) for demat facility. 86.78%of the shares capital is dematerialized as on 31.03.2015. The Company’s shares areregularly traded on the Bombay Stock Exchange.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted ‘Internal Complaints Committee’ consisting of thefollowing persons:

1) Nisha Maganur, Chairman2) Bharati Kamatgi, Member3) Tejashree Patil, Member


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AUDITORS CERTIFICATE REGARDING COMPLIANCE WITHCONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF

THE LISTING AGREEMENT WITH STOCK EXCHANGE

To

The Members,Shri Keshav Cements and Infra Limited[Formerly known as Katwa Udyog Limited]Belagavi

We have examined the compliance of the conditions of corporate governance by ShriKeshav Cements & Infra Limited (Formerly Katwa Udyog Ltd.) for the financial yearended 31st March 2015, as stipulated in clause 49 of the listing agreement of the saidcompany with the stock exchanges in India.

The compliance of the conditions of corporate governance is the responsibility of themanagement. Our examination was limited to the compliance of the procedures andimplementation thereof, adopted by the company for ensuring the compliance of theconditions of corporate governance; It is neither an audit nor an expression of theopinion on the financial statements of the company.

In our opinion and to the best of our information and explanation given to us, wecertify that the company has complied with conditions of corporate governance asstipulated in the above mentioned agreement.

We further state that such compliance is neither an assurance as to the further viabilityof the company nor the efficiency or effectiveness with which the management hasconducted the affairs of the company.

Prabhakar K. LatkanPlace: Belagavi Chartered Accountant

Date: 26th May 2015

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.Accordingly, your Company’s operations are committed to the pursuit of achievinghigh levels of operating performance and cost competitiveness, consolidating andbuilding for growth, enhancing the productive asset and resource base and nurturingoverall corporate reputation. Your Company is also committed to creating value for itsother stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental

dimensions and contribute to sustainable growth and development.


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CEO / CFO Certification

We the undersigned, in our respective capacities as Managing Director & CEO of ShriKeshav Cements and Infra Limited (Formerly Katwa Udyog Limited (“the Company”)to the best of our knowledge and belief certify that:

a. We have reviewed the financial statements and the cash flow statement for thefinancial year ended 31st March 2015 and that to the best of our knowledge andbelief, we state that:

i. These statements do not contain any materially untrue statement or omit anymaterial fact or contain any statements that might be misleading;

ii. These statements together present a true and fair view of the Company’s affairsand are in compliance with existing accounting standards, applicable laws andregulations.

b. We further state that to the best of our knowledge and belief, there are notransactions entered into by the Company during the year, which are fraudulent,illegal or violative of the Company’s Code of Conduct.

c. We are responsible for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of internal control systemsof the Company pertaining to financial reporting of the Company and havedisclosed to the Auditors and Audit Committee, deficiencies in the design oroperation of internal controls, if any, of which we are aware and the steps wehave taken or proposed to take to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee:i. Significant changes, if any, in internal control over financial reporting during

the year;ii. Significant changes, if any, in the accounting policies during the year and

that the same has been disclosed in the notes to the financial statements; andiii. Instances of significant fraud of which we have become aware and the

involvement therein, if any, of the management or an employee havingsignificant role in the Company’s internal control system over the financialreporting.

For Shri Keshav Cements and Infra Limited

(Formerly Katwa Udyog Limited)Mr. Vilas H. Katwa Mr. Deepak H. KatwaManaging Director & CEO Chief Financial OfficerDIN: 00206015 DIN: 00206445Place: BelagaviDate: 26/05/2015


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Compliance with Code of Business Conduct and Ethics

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, theBoard Members and the Senior Management Personnel have confirmed compliancewith the Code of Conduct for Directors and Senior Management for the financial yearended 31st March 2015.

For Shri Keshav Cements and Infra Limited

(Formerly Katwa Udyog Limited)

Mr. Vilas H. KatwaManaging Director & CEODIN: 00206015

Place: BelagaviDate: 26/05/2015


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Annexure I

FORMING PART OF THE DIRECTOR’S REPORT FOR THE YEARENDED 31st MARCH 2015

Form No. MGT-9EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31/03/2015[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the companyshall be stated:-


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III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATECOMPANIES –

IV. SHARE HOLDING PATTERN: (Equity Share Capital Breakup as percentageof Total Equity)

(i) Category-wise Share Holding


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(ii) Shareholding of Promoters

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)


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(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promotersand Holders of GDRs and ADRs):

(v) Shareholding of Directors and Key Managerial Personnel:


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V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not duefor payment


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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

B. Remuneration to other directors:


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C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:



Company Secretary


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Annexure II

SECRETARIAL AUDIT REPORT [Pursuant to Section204 (1) of the Companies Act, 2013 and Rule No.9 of the

Companies (Appointment and Remuneration Personnel) Rules, 2014](FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2015)

To,

The Members,Shri Keshav Cements & Infra Limited,(Formerly Katwa Udyog Limited)Belgaum – 590005Karnataka

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Shri Keshav Cements& Infra Limited (the Company) having CIN: L26941KA1993PL0014104 SecretarialAudit was conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returnsfiled and other records maintained by the Company and also the information provided bythe Company, its officers, agents and authorized representatives during the conduct ofSecretarial Audit, we hereby report that in our opinion, the Company has, during theaudit period covering the financial year ended on 31st March, 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subjectto the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March, 2015(financial year) according to the provisions of:

1. The Companies Act, 2013 (the Act) and the Rules made there under;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules madethere under;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

4. Foreign Exchange Management Act, 1999 and the Rules and Regulations madethere under to the extent of Foreign Direct Investment, Overseas Direct Investmentand External Commercial Borrowings; and


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5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act, 1992 (‘SEBI Act’).

1. We report that during the financial year –

i. There were no occasions needing compliance under the provisions of The SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

ii. The Company has complied with the requirements of The SEBI (Prohibition ofInsider Trading) Regulations, 1992 as to the requirements of providing necessaryinformation on the Company’s website and other necessary disclosures.

iii. the Company has not issued any security attracting the provisions of The SEBI(Issue of Capital and Disclosure Requirements) Regulations, 2009;

iv. the Company has not issued any securities under ESOP/ESPS schemesattracting the provisions of The SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999;

v. the Company has not issued any Debt Securities attracting the provisions ofThe SEBI (Issue and Listing of Debt Securities) Regulations, 2008;

vi. the Company has complied with the requirements of The SEBI (Registrars toan Issue and Share Transfer Agents) Regulations, 1993 regarding the CompaniesAct and dealing with client;

vii. the Company has not applied for delisting of Equity Shares in any stockexchange and hence compliance under the SEBI (Delisting of Equity Shares)Regulations, 2009 is not mandated;

viii. The Company has not brought back any security attracting the provisions ofthe SEBI (Buyback of Securities) Regulations, 1998.

2. We further report that in accordance with the guidelines issued by the Institute ofCompany Secretaries of India (ICSI) on the applicability of industry specific lawsas applicable to the Company and based on the information received and recordsmaintained, the Company has, in our opinion, generally complied with theprovisions of following laws:

• Legal Metrology Act 2009• The Competition Act, 2002;• The Factories Act 1948;• The Water (Prevention and Control of Pollution) Act, 1974;• The Air (Prevention and Control of Pollution) Act, 1981;• The Environmental Protection Act, 1986;


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• The Hazardous Waste (Management Handling and Tran Boundary Moment)2008

• Applicable Labour Laws and other governing Standards.

We state that since the provisions relating to Audit of Accounts and the related financialrecords including Central Excise and Sales Tax records of the Company have beencovered under the Financial Audit, the same are not dealt with in any manner in ourSecretarial Audit.

We have also examined compliance with the applicable standards / clauses of thefollowing:

• Secretarial Standards issued by ICSI were not notified by the Ministry of CorporateAffairs (MCA) as on 31st March, 2015 and hence we have not commented.

• Listing Agreements entered into by the Company with BSE.

During the period under review the Company has complied with the provisions of theAct, Rules, Regulations, Guidelines, Standards, etc., mentioned above except that theCompany is required to comply with filing of a report on Annual General Meeting underSection 121(2) of the Act and same has not been done. As informed by the Company, therule 10(1) and rule 20(1) of the Companies (Management & Administration) Rules2014 and clause 41(iii) of the listing agreement are complied with. However necessarydocuments/records as required under the above were not made available for ourverification and hence we are unable to comment on the compliance of the same.

We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors, Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took placeduring the period under review were carried out in compliance with the provisions ofthe Act.

Adequate notice is given to all Directors to schedule the Board Meetings, Agenda anddetailed notes on Agenda were sent in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

Majority decision is carried through and the minutes of the meetings are self-explanatorywith respect to recording of dissenting members’ views, if any.

We further report that there are systems and processes in the Company commensuratewith the size and operations of the Company to monitor and ensure compliance withapplicable Laws, Rules, Regulations and Guidelines. These systems need to be furtherstrengthened by introducing sound monitoring mechanism, in view of the fact that theCompany has factory units at two locations.


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We further report that during financial year under report, there were no major eventsaffecting the financial position of the Company.

For S. Kedarnath & Associates.,Place : Bengaluru Company SecretariesDate : 26.05.2015

S. KedarnathCompany Secretary

(Note: This report is to be read with our letter of even date which is annexed as‘Annexure - A’ and forms an integral part of this Report.)


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To, Annexure “A”

The Members,Shri Keshav Cements & Infra Limited,(Formerly Katwa Udyog Limited)Belgaum – 590005Karnataka

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these secretarial recordsbased on our audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of secretarial records.The verification was done on test basis to ensure that correct facts are reflected inthe secretarial records. We believe that the processes and practices we followedprovide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial recordsand Books of Accounts of the Company like, Income Tax, Sales Tax, CentralExcise, Customs Law etc.,.

4. Where ever required, the Company has represented about the compliance of laws,rules and regulations and happening of events etc as applicable from time totime. The compliance under the industry specific laws were examined based onthe list of applicable laws provided by the company.

5. The compliance of the provisions of Corporate and other applicable Laws, Rules,Regulations, Standards is the responsibility of the Management in terms of Section134 (5) (f) of the Companies Act, 2013. Our examination was limited to theverification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the Managementhas conducted the affairs of the Company.

For S. Kedarnath & Associates.,Company Secretaries

Place : Bengaluru S. KedarnathDate : 26.05.2015 Company Secretary


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SIGNIFICANT ACCOUNTING POLICIES AND NOTESTO FINANCIAL STATEMENTS:

The Financial statements have been prepared in accordance with the applicableAccounting Standards under the Companies (Accounting Standards) Rules, 2006 andare based on the historical cost convention. The Company follows mercantile systemof accounting and recognizes significant items of income and expenditure on accrualbasis. The Significant Accounting Policies followed are stated below:

a) FIXED ASSETS:Fixed Assets are stated at cost of acquisition/installation less accumulateddepreciation and modvat. There are no intangible assets.

b) DEPRECIATION:Depreciation on Fixed Assets has been calculated as per Schedule II of CompaniesAct, 2013.

c) INVENTORIES:Items of Inventories are measured at lower of cost or net realizable value. Cost ofinventories comprises of all cost of purchases, cost of conversion and other costincurred in bringing them to their respective present location and condition (net ofapplicable CENVAT). The coke is valued at average price. The cost of semi finishedand finished goods are valued at production cost.

d) INVESTMENTS:There are no investments either long term or short term.

e) PROVISION FOR INCOME TAX:In view of unabsorbed depreciation/ business loss carried from earlier years theincome assessable under the Income Tax Act, is Rs.2,82,83,890/- However,provisionfor income tax of Rs. 83,70,000/- has been made.

f) REVENUE RECOGNITION:Sale of goods is recognized at the point of dispatch of finished goods to thecustomers. Sale of cement is exclusive of sales tax and inclusive of excise duty, saleof coke is exclusive sale tax, sale of diesel & petrol is tax free.

g) EXCISE DUTY:Excise duty is paid on finished goods, on clearance of goods from factory premises.

h) SALES TAX DISPUTES:Sales tax Assessments are completed up to the financial year 2012-13Thereafter Self Assessments have been completed till 2013-14


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i) EMPLOYEE BENEFITS:

Short term employee benefits:All employee benefits falling due wholly within twelve months of rendering theservices are classified as short term employee benefits, which include benefit likessalary, wages, and production incentives, and are recognized as expenses in theperiod in which the employee renders the related service.

Post employment benefits:

a) Defined contribution plansThe company has defined contribution plans for post employments benefits in theform of provident fund and ESI for all employees which are administered by theRegional Provident Fund Commissioner. They are classified as defined contributionplans as the company has no further obligation beyond making the contributions.The companies contributions to defined contribution plans are charged to Profitand Loss Account as and when incurred.

b) Funded Plan:The Company has defined benefit plan for post employment benefit in the form ofgratuity, which is administered by Life Insurance Corporation. Liability to theabove defined benefit plan is provided on the basis of valuation as at the BalanceSheet date, carried out by an independent actuary. The actuarial method usedmeasuring liability is Projected Unit Credit Method. The actuarial gains andlosses arising during the year are recognized in the Profit and Loss Account.

c) The Company has adopted the Accounting Standards (AS-15) on employeebenefits, pursuant to which the amount worked out by the actuary has been chargedto Profit and Loss Account.

d) The other disclosers required under AS-15 are as follows:


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Note: The above report is not certification under AS-15 (revised 2005) read with ActuariesAct, 2006. It is simply a report generated to help companies for proper accounting of employee’sliabilities.

j) CONTINGENT LIABILITIES: Management reports, that there are no Contingent Liabilities.

k) REMUNERATION U/S 134:Remuneration paid more than Rs. 5,00,000/- per month when employed for partof the year or Rs. 60,00,000/- per annum is NIL.

l) Consumption of imported Raw materials and components: NIL

m) C.I.F. Values of imports, Expenditures of Earning in Foreign Currency: NIL.

n) ACCOUNTING FOR TAXES OF INCOME: AS 22The Company has during the year, in order to comply with mandatory AccountingStandards-22 issued by the Institute of Chartered Accountants of India, Deferredtax resulting from “timing differences” between book and taxable profit is accountedfor using the tax rates and laws that have been enacted or substantively enactedas on the Balance Sheet date. The deferred tax asset/ liability is recognized andcarried forward only to the extent that there is a reasonable/ virtual certainty thatthe asset will be realized or liability will be repaid in future. Company hasrecognized a net deferred tax liability of Rs. 5,62,09,687 /- in the Balance Sheetwhich comprises of Rs. 5,18,14,687/- relating to net deferred tax liability as on 1-4-2014. Company has worked out net deferred tax liability of Rs. 43,95,000/- forthe current year, towards timing differences.

Calculation of Deferred Tax Liability: -

o) EARNING PER SHARE: AS-20

Net Profit after taxes 3,34,59,351Number of Equity shares 51,24,200 =>6.53 Per Share

(No issue during the year, number of equity shares as on 01-04-2014 and 31-03-2015are 51,24,200).


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p) AUDITORS REMUNERATION:Audit Fees Rs. 54,000/- (including Tax & other professional work)

q) AS-17:The Company is engaged in manufacture of ordinary Portland cement accordinglymanagement reports that it is single segment industry. Therefore no other separatestatement is made.

r) NOTES ON ACCOUNTS:

i) The previous year’s figures have been reworked, regrouped, rearranged andre-classified wherever necessary.

ii) The sundry debtors, sundry creditors and advances are subject to Confirmationand are stated as per books.

ii) In the opinion of the Directors, current assets, loans and advances have thevalue at which they are stated in the Balance Sheet, if realized in the ordinarycourse of business.

iii) The unit is cement-manufacturing unit. During the year Company hasmanufactured cement. Company was also engaged in coke & Cement tradingand petrol pump activities. The various quantity of raw material consumptionand other inputs required for production of cement and consumption ofelectricity and other manufacturing expenses are highly technical in naturetherefore; we have totally relied on the statement given by the management.

iv) Inventory valuation is as valued and certified by the management.

v) The previous year’s modvat balance brought forward is Rs. 3,39,383/- duringthe year Company has availed modvat credit of Rs. 1,02,17,373 /- comprisesof modvat credit on capital goods Rs. 11,61,820/- and modvat credit on rawmaterial Rs. 83,55,814/-, and on Service Tax Rs. 6,99,739/-. The Companyhas deducted modvat credit and balance is carried forwarded.

vi) As per the guidance note issued by the Institute of Chartered Accountants ofIndia the Company has worked out MAT credit of Rs. 2,28,35,284/- and it isshown under the head Other Current Assets as ‘MAT Credit entitlement.

s) IMPAIRMENT OF ASSETS AS -28:On the aspect of compliance of AS-28 on impairment of assets, the managementasserts that its assets have not undergone by impairment. Therefore no provisionis called for the impairment of assets.


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t) BORROWING COSTS AS-16 :There are no items of borrowing cost hence nothing is reportable.

u) RELATED PARTY DISCLOUSERS AS-18 :It is reported by the management and as per the information and explanationsgiven to us. In our verification of books of accounts there are related partytransactions:

As per Accounting Standard (AS-18) “Related Party Disclosures” notified in theCompanies (Accounting Standards) Rules 2006, the disclosures of transactionswith the related as defined in AS-18 are given below:

I. Key Management Personnel1. Mr. Venkatesh Katwa Chairman2. Mr. Vilas H. Katwa Managing Director3. Mr. Deepak Katwa Director

II. Relative of Key Management Personnel1. Mr. H.D. Katwa2. Mrs. N.H. Katwa3. Mr. Y. M. Katwa HUF4. Mr. P.G. Katwa HUF

III. Enterprises where key management personnel have significant influence1. Katwa Finlease Limited2. Katwa Infotech Limited3. Katwa Construction Co. Ltd.4. Katwa Oil Limited5. Katwa Finance & Investment Co. Ltd.6. Katwa Inc (100% subsidiary of Katwa Infotech Ltd)


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IV. The following related transaction were carried out during the year:

Disclosure of loans/advances and investments in its own shares by the listed companiestheir subsidiaries associates etc., (as certified by the management)


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v) AMOUNT DUE TO MICRO SMALL AND MEDIUM ENTERPRISES:DISCLOSER UNDER MSMED ACT 2006:It is reported by the management that based on the information so far availablewith company up to 30th April, 2015 in respect of MSEs (as defined in “The MicroSmall and Medium Enterprises Development Act 2006”) the payments have beenmade to MSEs as per the terms and conditions of payments and on the agreeddates, hence interest provision is not made.

As per our separate report of even date.

C.A Prabhakar K. Latkan Rajesh LakkarM.No. 021730 (Company Secretary)1083, Anantshayan Galli, Venkatesh KatwaBelgaum – 590 002 (Chairman)Dated:26.05.2015 Vilas Katwa

( Managing Director)


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INDEPENDENT AUDITORS’ REPORT

To,The Members ofShri KeshavCements & Infra Limited[Formerly Known as KatwaUdyog Limited]Belgaum

Report on the Financial Statements

We have audited the accompanying financial statements of Shri Keshav Cements &Infra Limited [Formerly Known as KatwaUdyog Limited] (“the company”),whichcomprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, theCash Flow Statement for the year then ended, and a summary of significant accountingpolicies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) ofthe Companies Act, 2013 (“the Act”) with respect to the preparation of these financialstatements that give a true and fair view of the financial position, financial performanceand cash flows of the Company in accordance with the accounting principles generallyaccepted in India, including the Accounting Standards specified under Section 133 ofthe Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibilityalso includes the maintenance of adequate accounting records in accordance with theprovision of the Act for safeguarding of the assets of the Company and for preventingand detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance of internal financial control,that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.andWe have taken into account the provisions of the Act, the accounting and auditingstandards andMatters which are required to be included in the audit report under the provisions ofthe Act and the Rules made thereunder.


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We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amountsand disclosures in the financial statements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness ofthe accounting estimates made by Company’s Directors, as well as evaluating theoverall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us, the aforesaid financial statements, give the information required by theAct in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as atMarch 31, 2015;

b) In the case of the Statement of Profit and Loss, of the profit for the year endedon that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended onthat date.

Emphasis of MattersThere are no material/ Major points to be reported.However, the financial statements of the company have been prepared on a goingconcern basis.

Report on other Legal and Regulatory Requirements: As required by section 143(3)of the Act, we report that:

a) We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purposes of our audit.


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b) In our opinion proper books of account as required by law have been kept bythe Company so far as appears from our examination of those books (and properreturns adequate for the purposes of our audit have been received from thebranches not visited by us)

c) [The reports on the accounts of the branch offices of the Company auditedunder Section 143(8) of the Act by branch auditors have been sent to us andhave been properly dealt by us in preparing this report]

d) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statementdealt with by this Report are in agreement with the books of account.[and thereturns received from the branches not visited by us]

e) In our opinion, the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014.

f) The going concern matter described in sub-paragraph (b) under the Emphasisof Matters paragraph above, in our opinion, may not have an adverse effect onthe functioning of the Company.

g) On the basis of written representations received from the directors as on 31March, 2015, taken on record by the Board of Directors, none of the directors isdisqualified as on 31 March, 2015, from being appointed as a director in termsof Section 164(2) of the Act.

h) With respect to the other matters included in the Auditor’s Report and to ourbest of our information and according to the explanations given to us :

i. Company does not have any pending litigations which would impact itsfinancial position.

ii. The Company did not have any long-term contracts including derivativescontracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred,to the Investor Education and Protection Fund by the Company

Place: Belgaum CA.Prabhakar K. LatkanDate : 26.05.2015 M.No.21730

1083, Ananthshayan Galli,Belgaum-590002


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ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT OF SHRIKESHAV CEMENTS & INFRA LIMITED (FORMERLY KNOWN ASKATWA UDYOG LTD) REFERRED TO IN PARAGRAPH 1 OF OUR

REPORT OF EVEN DATE

1) The Company has maintained proper records showing full particulars, includingquantitative details and situation of its fixed assets. The fixed assets arephysically verified by the management in a phased manner, over a period ofthree years, which in our opinion is reasonable having regard to the size of theCompany and nature of its business. No material discrepancies were noticedon such verification. There was no substantial disposal of fixed assets duringthe year. During the year Company has purchased additional machinery andspares for Plant-I for an amount to Rs. 54,42,576/- Plant –II Rs. 72,23,026/-Modvat Credit of Plant-I Rs. 5,47,840/- And Plant-II Rs. 8,19,104/- includingcapitalization after deducting MODVAT of Rs. 13,66,944/-

2) Physical verification of inventory has been conducted at reasonable intervalsby the management. In our opinion, the procedures of physical verification ofinventory followed by the management are reasonable and adequate in relationto the size of the Company and nature of its business. The Company ismaintaining proper records of inventory. Discrepancies noticed on physicalverification as compared to book records, which were not material, have beenproperly dealt with in the books of accounts.

3) a) As informed, the company has not granted any loan, secured or unsecured,to companies, firms or parties covered in the register maintained under Section189 of the Companies Act, 2013.

b) The Company has taken unsecured loan from Directors covered in the registermaintained under Section 73(2) of the Companies Act, 2013. The number ofparties are 5 and the yearend balance of such loan taken was Rs.13,02,19,568/-

c) In our opinion, the rate of interest and other terms and conditions on whichloan has been taken from companies and parties covered in the Registermaintained under Section 73(2) of the Companies Act, 2013 are not, primafacie, prejudicial to the interest of the Company.


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d) The company is regular in repaying the principal amount as stipulated andhas been regular in the payment of interest.

4) In our opinion and according to the information and explanation given to us,there is an adequate internal control system commensurate with the size of theCompany & nature of its business, for the purchases of inventory and fixedassets and for sale of goods. During the course of our audit, we have notobserved any continuing failure to correct major weaknesses in internal controlsystem.

5) a) According to the information and explanations given to us, we are of theopinion that the transactions that need to be entered into the register maintainedunder section 73(2) of the Companies Act, 2013 have been so entered.

b) In our opinion and according to the information and explanations given tous, the transactions made in pursuance of contracts or arrangements have beenmade at prices which are reasonable having regard to the prevailing marketprices at the relevant time.

6) In our opinion and according to the information & explanations given to us,the Company has not accepted deposits from public under section 73 to 76. Hencequestion of further compliances does not arise.

7) In our opinion, the Company has an internal audit system commensurate withthe size and nature of its business, the Company has appointed a CharteredAccountant as an Internal Auditors and regularly carried out the Internal Audit.

8) We have broadly reviewed the books of account maintained by the Companypursuant to the rules made by the Central Government for the maintenance ofcost records under Sec.293 of the Companies Act, 2013 and are of the opinionthat prima facie, the prescribed accounts and records have been made andmaintained. We are, however, not required to make a detailed examination ofthe records with a view to determine whether they are accurate or complete.

9) a) The Company is regular in depositing with appropriate authorities


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undisputed statutory dues including Provident Fund, Employees StateInsurance, Income Tax, Sales Tax, Service Tax, Excise duty, cess and othermaterial statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputedamount payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax,Custom duty, Excise duty and cess were in arrears as at 31.03.2015 for a periodof more than six months from the date they became payable.

c) According to the information & explanation give to us, there are no dues ofIncome Tax, Wealth Tax, Sales Tax, Service Tax, Custom duty, Excise duty orCess which have not been deposited on account of any dispute.

d) The amount required to be transferred to investors education andprotection fund in accordance with relevant provisions of the CompaniesAct, 1956 (1 of 1956) and rules made there under has been transferred tosuch fund, However unpaid dividend for the year 2012-13 is showing inbalance sheet for Rs.25,309/- .

10) The Company does not have any accumulated losses. It has not incurredcash losses during the financial year covered by our audit and in theimmediately preceding financial year.

11) Based on our audit procedures and as per the information & explanationgiven by the management, the company has not defaulted in repayment ofdues to financial Institution or Banks.

12) As informed and explained to us, the Company has not granted any loansand advances on the basis of security by way of pledge of shares, debenturesand other securities.

13) Since the Company is not dealing or trading in shares, securities, debenturesand other investment, clause (xiv) of the Order is not applicable.

14) The company has not given any guarantee for loans taken by others frombank or financial institutions.


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15) In our opinion and according to the information and explanations given tous, the term loans were applied for the purposes for which they were raised.

16) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company, we report that no fundsraised on short term basis have been used to finance long term investments.

17) During the period covered by our audit report, the Company has not issuedany debentures.

18) The company has not raised any money from public issue during the year.

19) During the course of our examination of the books and records of theCompany carried out in accordance with the generally accepted auditingpractices in India, and according to the information and explanations givento us, we have neither come across any instance of fraud on or by theCompany, noticed or reported during the year, nor have we been informedof any such case by the management

Place: Belgaum CA.Prabhakar K. LatkanDate: 26.05.2015 Chartered Accountant

M.No : 217301083,Ananthashayan Galli,BELGAUM- 590 002


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SHRI KESHAV CEMENTS & INFRA LIMITED“JYOTI TOWER” KARBAR GALLI, NAZAR CAMP, VADAGAO, BELGAUM-590 005

BALANCE SHEET AS AT 31ST MARCH, 2015


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SHRI KESHAV CEMENTS & INFRA LIMITED“JYOTI TOWER” KARBAR GALLI, NAZAR CAMP, VADAGAO, BELGAUM-590 005

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDING 31ST MARCH, 2015


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SHRI KESHAV CEMENTS & INFRA LIMITED“JYOTI TOWER” KARBAR GALLI, NAZAR CAMP, VADAGAO,BELGAUM-590 005


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SHRI KESHAV CEMENTS AND INFRA LIMITED, BELGAUM - 590 005CASH FLOW STATEMENT FOR THE YEAR MARCH 31, 2015

AUDITORS CERTIFICATE

The Board of Directors,SHRI KESHAV CEMENTS & INFRA LTD, BELGAUM-5.

We have examined the Cash Flow Statement of SHRI KESHAV CEMENTS & INFRA LIMITED forthe year ended 31st March, 2015. The Statement has been prepared by the Company in accordancewith the requirements of the listing Agreement Clause 32 with Stock Exchanges and is based onand in agreement with the corresponding Profit and Loss Account and Balance Sheet of the Companycovered by my report of 26th May, 2015 to the members of the Company.

Place: Belgaum C.A. Prabhakar K. LatkanDate: 26/052015 Chartered Accountant

1083, Ananthshayan Galli,Belgaum-590002


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SHRI KESHAV CEMENTS AND INFRA LIMITED[ formerly Katwa Udyog Limited ]CIN: L26941KA1993PLC014104

Regd. Office : 215/2, “Jyoti Towers”, 6th Cross, Nazar Camp, Karbhar Galli, M. Vadgaon, Belgaum - 590 005.ATTENDANCE SLIP

I hereby record my presence at the 22nd Annual General Meeting of the Company being held on Tuesday, 22nd

September 2015 at 11.30 A.M at the Registered Office Situated at 215/2, “Jyoti Tower”, 6th Cross, Nazar Camp,Karbhar Galli, M. Vadgaon, Belgaum, Karnataka – 590005.

______________________________________ _____________________________

Name of the shareholder/ proxy (in block letters) shareholders/ proxy signature…………………………………………………………………………………………………………………….......................

PROXY FORMFORM NO. MGT 11

[Persuant To Section 105(6) Of Companies Act 2013, And Rule 19(3) Of The Companies (Management AndAdministration) Rules, 2014.]

CIN: L26941KA1993PLC014104NAME OF THE COMPNY: SHRI KESHAV CEMENTS AND INFRA LIMITED.REGISTERD OFFICE: 215/2, “Jyoti Tower”, 6th Cross, Nazar Camp, Karbhar Galli, M. Vadgaon, Belgaum Karnataka- 590005

I/ We being the member(s) of equity shares of the above named company, hereby appoint:1. NAME: ………………………………………………………………………………………………………........................

ADDRESS………………………………………………………………………………...........……………………………EMAIL Id: …………………………….. Signature ........................................... or failing him

2. NAME……………………………………………………………………………………………………………ADDRESS……………………………………………………………………………………………………………EMAIL Id: …………………………….. Signature ............................................ or failing him

3. NAME……………………………………………………………………………………………………………ADDRESS……………………………………………………………………………………………………………EMAIL Id: …………………………….. Signature .................................................,

as my / our proxy to attend and vote for me / us and on my/ our behalf at the 22nd annual general meeting of thecompany being held on Tuesday, 22nd September 2015 at 11.30 A.M at the Registered Office Situated at 215/2, “JyotiTower”, 6th Cross, Nazar Camp, Karbhar Galli, M. Vadgaon, Belgaum, Karnataka – 590005.

Note: This form of proxy in order to b effective should be duly completed and deposited at the registered office of the company notless than 48 hours before the commencement of the meeting.

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