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Directors Report of Kamdhenu Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended March 31,2015.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Rs. In Lacs

Particulars 2014-15 2013-14

Gross Sales and Operating Revenues 101107.94 96548.11

Net Revenue from Operations 96799.32 92170.59

Other Income 38.05 36.01

Total Revenue 96837.37 92206.6

Total Expenses 95647.36 91283.75

Profit before Tax 1190.01 922.85

Tax Expenses 387.35 327.36

Profit After Tax for the year 802.66 595.49

Appropriations

Proposed Dividend 163.80 0

Tax on Proposed Dividend 33.35 0

2. DIVIDEND

Your Directors are pleased to recommend for approval of the Members a dividend of Re.0.70 per equity share of Rs.10/- each of the Company for the financial year 2014-15. The total cash outflow on account of dividend on equity shares for the financial year 2014-15 would aggregate to Rs.197.15 Lacs including Dividend Distribution Tax.

3. TRANSFER TO RESERVES

During the financial year 2014-15, Company has not transferred any amount to reserves.

4. MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitments effecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relates and the date of this report.

5. OPERATING RESULTS AND BUSINESS OPERATIONS

During the financial year 2014-15, your Company has achieved another milestone of crossing Rs.1000 crores revenue from operations. The Company has earned gross Sales and Operating Revenues of Rs.1011 crores during the financial year 2014-15 registering a growth of 5% compared to last year.

The operating profit (profit after tax) increased by 34.79% to Rs.802.66 Lacs in financial year 2014-15 compared to Rs.595.50 Lacs in financial year 2013-14.

The yearly sale under steel division has been increased by 6.74% as compared to the previous year as the total sales have been increased to Rs.84607 Lacs from Rs.79267 Lacs.

Due to the cut throat competition from the big players in the market, the yearly turnover of paint division of the Company marginally decreased by 4.55 % as compared to the previous year and touched to Rs.16413 Lacs from Rs.17195 Lacs in previous year. The company has been constantly involved in establishing the extensive marketing network, brand promotion, lucrative discount and rebate schemes to establish its products in the market. The Paint Division is at present operating from 32 sales depots across the country.

The Power division of the Company has generated a revenue of Rs.87 Lacs during the financial year under review as against Rs.85 Lacs last year resulting increase by 2.35%.

Overall Gross block as at 31st March, 2015 has increased to Rs.7406 Lacs as compared to Rs.7168 Lacs as at 31st March, 2014. Addition to gross block is mainly on account of acquisition of computerized tinting machines in the paint division and modernization of the steel plant.

The tax expenses of the Company for current year are Rs.387 Lacs as compared to Rs.327 Lacs in the previous year which comprises current year tax, deferred tax and earlier year tax.

The earnings per share for the year is Rs.3.43 as against Rs.2.54 in the previous year.

6. HUMAN RESOURCES DEVELOPMENT

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

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

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the Company has not received any complaints on sexual harassment.

8. DOCUMENTS PLACED ON THE WEBSITE (www.kamdhenuispat.com)

The following documents have been placed on the website in compliance with the Companies Act, 2013:

* Details of unpaid dividend as per Section 124(2)

* Corporate Social Responsibility Policy as per Section 135(4)(a)

* Financial Statements of the Company along with relevant documents as per Section 136(1)

* Details of the Vigil Mechanism as per Section 177(10)

* The terms and conditions of appointment of the independent directors as per Shedule IV.

9. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Clause 49 of the listing agreement entered into with the stock exchanges, Corporate Governance Report with Auditors' certificate thereon and Management Discussion and Analysis report are attached and form part of this report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures;

11. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. AUDITORS, SECRETARIAL AUDITORS REPORT AND COST AUDITORS

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors Report, Secretarial Auditors Report and Cost Auditors.

12. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an Annexure-I to this Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-II to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided in the Corporate Governance Report which forms part of this report.

14. BOARD EVALUATION

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

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

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

A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

15. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.Purshottam Das Agarwal resigned from Independent Directorship with effect from 31.07.2014 and Mrs.Nishal Jain appointed as Independent and woman director with effect from 31.07.2014.

During the financial year 2014-15, Mr.Mahendra Kumar Doogar, Mr.Radha Krishna Pandey, Mr.Ramesh Chand Surana and Mrs.Nishal Jain were appointed as independent directors of the Company for a term of 5 years in the Annual General Meeting held on 29.09.2014.

Mr.Jogeswar Mohanty appointed as Company Secretary and Compliance Officer of the Company with effect from 24.01.2015.

Mr.Harish Kumar Agarwal, Chief Financial Officer, designated as Key Managerial Personnel of the Company.

Mr.Sachin Agarwal, director retiring by rotation in the ensuing Annual General Meeting being eligible offered himself for the reappointment.

17. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There is no company which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

18. SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

19. CHANGE IN NATURE OF BUSNIESS

There is no change in nature of business of the Company during the year under review.

20. AUDITORS

M/s S. Singhal & Co., Chartered Accountants, E-127, Industrial Area, Bhiwadi (Rajasthan), the Statutory Auditors of the Company, having registration number 001526C with the Institute of Chartered Accountants of India, retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company for the Financial Year 2015-16. The Company has received a letter dated 08.05.2015 for their re-appointment, if made, would be within the limit prescribed under Section 139 and 141 of the Companies Act, 2013.

21. PARTICULARS OF EMPLOYEES

There is no employee in the Company in receipt of remuneration aggregating more than Rs.60,00,000 per annum being employed throughout the financial year and Rs.5,00,000 or more per month being employed for part of the year.

22. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the "Act") is enclosed at Annexure-III in the prescribed Form MGT-9 and forms part of this Report.

23. NUMBER OF MEETINGS OF THE BOARD

Five (5) meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.

24. INDEPENDENT DIRECTORS' DECLARATION

Mr. Mahendra Kumar Doogar, Mr.Radha Krishna Pandey, Mr.Ramesh Chand Surana and Mrs.Nishal Jain who are Independent Directors of the Company, have submitted a declaration that each of them meets the criteria of independence as provided in Sub- Section (6) of Section 149 of the Act and revised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

25. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in the Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed at Annexure-III in the prescribed Form MGT-9 and forms part of this Report.

26. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

As per the requirement of the Listing Agreement, Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Company's business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

Declaration by the Chairman & Managing Director

It is hereby declared that the Company has obtained from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the said Code of Conduct.

27. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and clause 49(VMI)(E)(2) of the revised listing agreements in following manner.

S. Name of Director Designation No.

1. Mr. Satish Kumar Agarwal Chairman & Managing Director

2. Mr. Sunil Kumar Agarwal Whole Time Director

3. Mr. Saurabh Agarwal Whole Time Director

4. Mr. Sachin Agarwal Whole Time Director

5. Mr. Mahendra Kumar Doogar Independent Director

6. Mr. Radha Krishna Pandey Independent Director

7. Mr. Ramesh Chand Surana Independent Director

8. Mrs. Nishal Jain Independent Director

9. Mr. Purshottam Das Agarwal Independent Director

S. Name of Director Relation with Directors No.

1. Mr. Satish Kumar Agarwal 1. Father of Mr.Saurabh Agarwal & Mr. Sachin Agarwal 2. Brother of Mr.Sunil Kumar Agarwal

2. Mr. Sunil Kumar Agarwal 1. Brother of Mr.Satish Kumar Agarwal

3. Mr. Saurabh Agarwal 1. Son of Mr.Satish Kumar Agarwal

2. Brother of Mr.Sachin Agarwal

4. Mr. Sachin Agarwal 1. Son of Mr.Satish Kumar Agarwal

2. Brother of Mr.Saurabh Agarwal

5. Mr. Mahendra Kumar Doogar Not Related to any Director

6. Mr. Radha Krishna Pandey Not Related to any Director

7. Mr. Ramesh Chand Surana Not Related to any Director

8. Mrs. Nishal Jain Not Related to any Director

9. Mr. Purshottam Das Agarwal Not Related to any Director

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2014-15.

29. TRANSACTIONS WITH RELATED PARTIES

The Company has not entertained any transaction with related party as mentioned in Section 188 of the Companies Act, 2013. Hence, Section 188(1) is not applicable to the Company.

30. INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

31. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

33. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report.

34. PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is follows:-

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

S. Name of Director Designation Ratio No. to Median Remuneration

1. Mr.Satish Kumar Agarwal Chairman & Managing 14.37 Director

2. Mr.Sunil Kumar Agarwal Whole Time Director 14.15

3. Mr.Saurabh Agarwal Whole Time Director 13.28

4. Mr.Sachin Agarwal Whole Time Director 13.28

5. Mr.Mahendra Kumar Doogar Independent Director 0.41

6. Mr.Radha Krishna Pandey Independent Director 0.47

7. Mr.Ramesh Chand Surana Independent Director 0.22

8. Mrs.Nishal Jain Independent Director 0.18

9. Mr.Purshottam Das Agarwal Independent Director 0.05

*Median Salary (Annual) of employees for the Financial Year 2014-15 is Rs.2,76,948/-.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year:

S. Name of Director Designation % Increase No. in remuneration

1. Mr.Satish Kumar Agarwal Chairman & Managing (1.31) Director

2. Mr.Sunil Kumar Agarwal Whole Time Director 3.68

3. Mr.Saurabh Agarwal Whole Time Director 4.28

4. Mr.Sachin Agarwal Whole Time Director 4.28

5. Mr.Mahendra Kumar Doogar Independent Director 125.49

6. Mr.Radha Krishna Pandey Independent Director 154.90

7. Mr.Ramesh Chand Surana Independent Director 140.00

8. Mr.Purshottam Das Agarwal Independent Director N.A.

9. Mrs.Nishal Jain Independent Director N.A.

10. Mr.Harish Kumar Agarwal Chief Financial Officer 15.15

11. Mr. Jogeswar Mohanty Company Secretary 16.64

c. The percentage increase in the median remuneration of employees in the financial year 2014-15 is 11.55%.

d. The number of permanent employees on the rolls of company as on 31st March, 2015 are 608.

e. The explanation on the relationship between average increase in remuneration and company performance: On

an average, employees received an increase of 16.62% in remuneration. The increase in remuneration is in line with the market trends.

f. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

Particulars Amount in Rs.

Remuneration of Key Managerial Personnel (KMP) during 1,74,61,293 financial year 2014-15 (aggregated)

Revenue from operations 967,99,32,432

Remuneration (as % of revenue) 0.18%

Profit before tax (PBT) 11,90,01,618

Remuneration (as % of PBT) 14.67%

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars Unit As at 31st Mar 15

Closing rate of share at BSE Rs. 41.90

EPS (Consolidated) Rs. 3.43

Market Capitalization Rs. in Lac 9804.60

Price Earnings ratio ratio 12.22

Particulars As at 31st Mar 14 Variation

Closing rate of share at BSE 21.50 94.88%

EPS (Consolidated) 2.54 35.04%

Market Capitalization 5031.00 94.88%

Price Earnings ratio 8.46 44.44%

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

The average increase in salaries of employees other than managerial personnel in 2014-15 was 16.62%. Percentage increase in the managerial remuneration for the year was 4.09%.

i. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

Name of KMP Designation Remuneration Revenue in Rs. in Rs.

Mr.Satish Kumar Agarwal CMD 39,79,200 967,99,32,432

Mr.Sunil Kumar Agarwal WTD 39,19,200 967,99,32,432

Mr.Saurabh Agarwal WTD 36,79,200 967,99,32,432

Mr.Sachin Agarwal WTD 36,79,200 967,99,32,432

Mr.Harish Kumar Agarwal CFO 15,95,496 967,99,32,432

Mr.Jogeswar Mohanty CS 6,08,997 967,99,32,432

Name of KMP Remuneration Pro?ts before Remuneration (as % of tax (PBT) (as % of PBT) revenue) in Rs.

Mr.Satish Kumar Agarwal 0.040 11,90,01,618 3.344

Mr.Sunil Kumar Agarwal 0.040 11,90,01,618 3.293

Mr.Saurabh Agarwal 0.038 11,90,01,618 3.092

Mr.Sachin Agarwal 0.038 11,90,01,618 3.092

Mr.Harish Kumar Agarwal 0.016 11,90,01,618 1.341

Mr.Jogeswar Mohanty 0.009 11,90,01,618 0.512

j. The key parameters for any variable component of remuneration availed by the directors; Not applicable

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; Not applicable

l. Affirmation that the remuneration is as per the remuneration policy of the Company

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

35. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

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

36. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

BY ORDER OF THE BOARD OF DIRECTORS KAMDHENU ISPAT LIMITED

Dated : 11.08.2015 (Satish Kumar Agarwal) (Sunil Kumar Agarwal) Place : Gurgaon Chairman & Managing Whole Time Director Director DIN - 00005981 DIN - 00005973


Mar 31, 2014

Dear Members,

The directors are pleased to present the 20th Annual Report of the Company together witt' audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

( Rs. in Lacs)

Current Year Previous Year

PARTICULARS 2013-2014 2012-2013

Gross salary 96548.11 59184.27

Net Revenue operation 92170.59 54754.66

other income 36.01 86.74

profit before taxable 922.85 661.54

Tax expenses 327.35 180.70

Profit for the year 595.50 480.84

FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis into the financial and operational performance for the year under review is appearing under Management Discussion & Analysis and Corporate Governance report, which form part of this Report.

BOARD OF DIRECTORS

Mr. Saurabh Agarwal wiH retire by rotation and being eligible, offer himself for re-appointment as director liable to retire by rotation.

Mr. Mahendra Kumar Doogar, Mr. Radha Krishna Pandey and Mr. Ramesh Chand Surana proposed to be appointed as Independent Directors of the Company for a term of five years upto31st March, 2019.

The brief resume of the Directors who are to be re-appointed, the nature of their expertise in specific areas, names of companies in which they hold directorships, committee memberships/chairmanships. their shareholdings etc. are furnished in the Corporate Governance Report of the Company.

'four directors recommend their appointment/re-appointment at the ensuing Annual General Meeting.

DIVIDEND

Keeping in view the future growth and expansion requirement and the consequent outlay, the Board of Directors has decided not to recommend dividend for the financial year 2013-14.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, your Directors confirm:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fai r view of the state of affairs of the Company at the end of the Financial Year ended 31 st March, 2014 and of the Profits of foe Company for that year.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

the provisions of the Companies Act. 1956 for safe guarding the assets of the Company and for preventing and detecting fraud arfo other irregularities,

v) : That the Directors have been prepared the. annual accounts on a going concern basis

FIXED DEPOSIT

During the period under review, the Company lias not invited any fixed deposits from the public in terms of provisions of Section 73 of the Companies Ad. i 20 i 3 read with the Companies (Acceptance of Deposits) Rules. 2014.

AUDITORS

M/s S. Singhal & Co., Chartered Accountants. E-127. Industrial Area. Bhiwadi (Rajasthan), the Statutory Auditors of the Company, having registration number 001526C with the Institute of Chartered Accountants of India, retinng at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. The Company has received a letter dated 15.05.2014 for their re-appointment, if made, would be within the limit prescribed under Section 139 and 141 oftheCompaniesAct.2013.

AUDITORS REPORT

The observation of the Auditors together with Notes to the Accounts as referred to in the Auditors' Report are self-explanatory and I therefore do not call for any further comments from the Directors.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, Management Discussion and Analysis, Corporate Governance Report is attached as a part of the Directors' Report. The Certificate from Company Secretary in practice regarding compliance of conditions of Corporate Governance is also annexed.

SUBSIDIARY COMPANY AND CONSOLIDATED RESULTS

Your Company is not having any Subsidiary company, hence disclosures regarding subsidiaries and consolidated results as per Accounting Standard AS-21 and AS-27 issued by the Institute of Chartered Accountants of India and clause 32 of the Listing Agreement are not required.

PARTICULARS OF EMPLOYEES

No information as required under Section 217 (2A) of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules. 1975 to be furnished as none of the employees of the Company is in receipt of the remuneration in excess of the limits prescribed therein.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information regarding conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, required under section2!7( I )(e)ofthe Companies Act. 1956 is given in Annexure forming part of this report.

ACKNOWLEDGEMENT

Your Directors expresses their appreciation for the co-operation and support received from customers, clients, vendors, dealers, distnbutcrs, franchisees and business associates, vendors, shareholders, financial institutions, banks, regulatory authorities and the society for their support at all levels. The Board deeply acknowledges the dedicated efforts and contribution of the employees at alf levels as without their focus, commitment and hard work, the path on which the Company is marching ahead, would not be possible.

BY ORDER OF THE BOARD OF DIRECTORS KAMDHENU ISPAT LIMITED

Dated: 29 0S.20I4 (Satish Kumar Agarwal) (Sunil Kumar Agarwal) Place: Gurgaon Chairman & Managing Director Whole Time Director


Mar 31, 2013

The directors are pleased to present the 19th Annual Report of the Company together wilh audited accounts lor the year ended 31st March. 2013,

FINANCIAL RESULTS (Rs.in Lacs)

Current Year Previous Year PARTICULARS 2012-2013 2011-2012

Gtass&es Spi 64.27 69.65

NetSales& Operating Revenues 54754.66 43150.80

Other Interne 36.74 797.6

Profit Before Tax 661.54 548.63

Ta> Expenses 41.56

Profit. for the year 481.34 403.07

FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis into the financial and operational performance for the year under revrew & appeanng under Management Discuss
BOARD OF DIRECTORS

Mr. Radha Knshna Pandey and Mr, Furshottam Das Agarvval Will retire by rotation and being eligible, offer themselves for re- appointment.

The bnef resume of the Directors who are to be re-appomted, the natune of their expertise in specific areas, names of companies in which they hold directorships, committee memberships/chairmanships. their shareholdings etc. are furnished in the Corporate Governance Repoiloftbe Cornpany

Your directors recommend their re-appointment atthe ensumgAnnuat General Meeting,

DIVIDEND

Keeping in view the future growth and expansion requirement and the consequent outiay, the Board of pi rectors has decided not ro recommend dividend far the (inanaat year2t) (2-1 3.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 717(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, your Directors confirm:

i) That in the preparation of the Annual Accounts, the appkable Accounting Standards have been followed,

ii) That the Directors have selected such Accounting Polities and applied them consistently and made judgments and estimates that are reasonaute and prudent so as to give a true and fair view of the state of affairs of the Company at 1 he end of the Financal Year finned 31 st March. 2013 and of the Profits of the Company forthat year

iii) That the Directors had taken proper and sufficient tare loi- U*e main lenance of adequate accounting records it i accordance with the provisions of the Companies Act, IS56 fia safe guarding the assets of the Company and for pi eventing and detecting fraud and other irregularities.

iv) That the Directors have been prepared tf»e annual accounts on a gomgtonosm basis,

RXEO DEPOSIT

Durngttiepenodunderi^eviei/J the Company has not invited any fined deposi is I rom the pubta. m tiirms of provision* of Section 58- A of the Companies Act, 1956 read wfththe Companies (Acceptance of Deposits) Roles. 1975,

PREFERENTIAL ALLOTMENT

During the year, the Company has issued and allotted 2800000 EquiLy Shares of Rs. 10 each Uly paid at a price of Bs. 16 per share, pursuant to the exercise of the option by the warrant holders, holding equal number of warrants, upon payment of balance consider at>on of 75%, on preferential basis, on 19.04.2012 in accordance with the SEBl (Issue of Capital and Disclosure Requirements] Regulations. 2009 to the oromoters/ persons acting in concert/ companies belong to the promoter group duly approved by the shareholder''s resolution dated IOj 2.501 I

AUDITORS

M/s S- Smghal & Co.. Chartered Accountants, F-l 27, Industrial Area. Bhiwatfi (Rajasthan), the Statutory Auditors of the Company, haying registration number 001 526C With tne Institute of Chartered Accountants of India, retiring at t.he conclusion of the ensuing Annual General Meeting and being eligible, offer themselves tor re-appointment as Statutory Auditors of the Company. The Company has received a letter dated 16.05.2013 for tlieir re-appointment, if matte, would be within the limit presented under Section 224(1 B) of the Companies Act, 1956

AUDITORS REPORT

The observation of the Auditors together'' with Notes to the Accounts as referred to m the Auditors'' Report are self-explanatory and merefbiie do not cal I for any further comments from the D irecfors,

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of ttie Listing Agreement with the stock exchanges Management Discussion and Analys-s. Coiporate Governance Report is attached as a part of the Annual Report. The Certificate from Company Secretary in practice rogardrng compliance of conditions of Corporate Governance is also annexed.

SUBSIDIARY COMPANY AND CONSOLIDATED RESULTS

Your Company is not haviqg any subsidiary company, hence disclosures regarding subsdianes and consolidated results as per Accounting Standard AS- 21 and A5-27 issued by the Institute of Chartered Accountants of India and clause 22 of the Listing Agreement are not required.

PARTICULARS OF EMPLOYEES

"No rnfomnation as required under Section J17 (2Aj of The Companies Act, 1956 read with Companies (Partipjlars of Employees) F^iles, 1975 to be lumsheci as none ot the employees of the Company is in receipt of the remuneration in excess of the limits prescribed therein."

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional rntbrmation regarding conservation of energy, research & development. Technology absorption and foreign exchange earn ings and outgo. requi i^ under section 217 f I) (e) of the Companies Act, 1956 is given in Annexure forming part of m is report

ACKNOWLEDGEMENT

Your Directors expresses their appreciation for the co-operation and support received from customers, clients, vendors, dealers. distributors, franchisees and business associates, shareholders. financial institutions, banks, regulatory authorities and the society for thek support at all levels. The Board deeply acknowledges ihe dedicated efforts and contribution of the employees at all levels as ¦without their focus, tomTiitmentahd hard work, the path on which the Company is marching ahead, would not be poisrble.

BY ORDER Or THE BOARD Or DIRECTORS

KAMDHENU (SPAT LIMBED

Date 30.05,2.00 (Satish Kumar Agarwal) (SuniJ Kumar Agarwal)

Place Ue*t Detni Chairman & Managing Director Whole Time Director


Mar 31, 2012

The directors are pleased to present the 18th Annual report of the company together with audited accounts for the year ended 31st March, 2012.



FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Current Year Previous Year 2011-12 2010-11

Net Sales & Operating Revenues 48150.80 38313.39

Other Income 79.76 32.34

Total Income 48230.56 38345.73

Less: Total Expenditure 47675.30 37931.05

Profit Before Tax 555.26 414.68

Less: Tax Expenses 145.56 118.48

Less: Prior Period Adjustments 6.63 11.70

Profit for the year 403.07 284.50

FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis into the financial and operational performance for the year under review is appearing under Management Discussion & Analysis and Corporate Governance Report, which form part of this Report.

BOARD OF DIRECTORS

Mr. Sunil Kumar Agarwal and Mr. Sachin Agarwal will retain by rotation and being eligible offer them self for re-appointment.

Mr.Pavesh kumar Goel. Independent Directors, has resigned from the board on 12.08.2011 creating a casual vacancy which was filled by the appointment of Mr. Ramesh Chand Suruna on 50.05.2012.

The brief resume of the Directors who are to be appointed / reappointed, the nature of their expertise in specific areas, names of companies in which they hold directorships, committee memberships / chairmanships, their shareholdings etc. are furnished in the Corpora Governance Report of the Company.

Your directors recommend their appointment / reappointment at the ensuing Annual General Meeting

DIVIDEND

The Board of Directors has recommended any dividend, Re. 0.50 per equity share having face value of Rs. 10/- for the Financial Year 2011-2012. Which shall be paid. Upon approval of the shareholders, on the total paid up capital of the company of Rs. 2340 lacs. Accordingly, provisions of Rs. 117 lacs have been made in the accounts.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, your Directors confirm:

i) That in the preparation of the Annual Account, the applicable Accounting Standards have been followed.

ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March, 2012 and of the Profits of the Company for that year.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have been prepared the annual accounts on a going concern basis.

FIXED DEPOSIT

During the period under review, the Company has not invited any fixed deposits from the public in terms of provisions of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s S. Singhal & Co., Chartered Accounts, E-127, Industrial Area, Bhiwadi (Rajasthan), the Statutory Auditors of the Company, having registration number 001526C with the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. The Company has received a letter dated 30th May, 2012, that their re-appointment, if made, would be within the limit prescribed under section 224 (1B) of the Companies Act, 1956.

AUDITORS REPORT

The observation of the Auditors together with Notes to the Accounts as referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments from the Directors.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, Management Discussion and Analysis, Corporate Governed Report is attached as a part of the Annual Report. The Certificate from Company Secretary in practice regarding compliance of conditions of Corporate Governance is also annexed.

SUBSIDIARY COMPANY AND CONSOLIDATED RESULTS

Your Company is not having any subsidiary company hence disclosures regarding subsidiaries and consolidated results as per Accounting Standard AS-21 and AS-27 issued by the Institute of Chartered Accountants of India and clause 32 of the Listing Agreement are not required.

PARTICULARS OF EMPLOYEES

No information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 to be furnished as none of the employees of the Company is in receipt of the remuneration in excess of the limits prescribed therein.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information regarding conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, required under section 217 (I) (e) of the companies Act, 1956. is given in Annexure forming part of this report.

ACKNOWLEDGEMENT

Your directors expresses their appreciation for the co-operation and support received from customers, clients, dealers, distributers, franchisees, and business associates, vendors, shareholders, financial institutions , banks, regulatory authorities, and the society for the support at all levels. The Board deeply acknowledges the dedicated efforts and contribution of the employees at all levels as with out their focus , commitment and hard work.



By Order of the Board of Directors

KAMDHENU ISPAT LIMITED

Date: 30.05.2011 (Satish Kumar Agarwal) (Sunil Kumar Agarwal)

Place: Gurgaon Chairman & Managing Director Whole time Director


Mar 31, 2010

The directors are pleased to present the 16th Annual Report of the Company together with audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars Current Year Previous Year

2009-10 2008-09

Net Sales & Operating Revenues 36892.42 37459.91

Other Income 47.11 28.40

Total Income 36939.53 37488.31

Less: Total Expenditure 36697.15 37246.20

Profit Before Tax 242.38 242.11

Less: Ta x Expenses 38.39 120.41

Profit After Tax 203.99 121.70

Less: Prior Period Adjustments 10.43 1.01

Profit for the year 193.56 120.68

Add: Balance Brought Forward from Previous Year 2964.15 2843.47

Profit Carried to Balance Sheet 3157.71 2964.15

Basic & Diluted Earning Per Share 1.02 0.63



FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis into the financial and operational performance for the year under review is appearing under Management Discussion & Analysis and Corporate Governance Report, which form part of this Report.

BOARD OF DIRECTORS

During the period under review there has been no change in the Directorship of the Company.

Mr. Parvesh Kumar Goel and Mr. Purshottam Das Agarwal will retire by rotation and being eligible, offer themselves for re- appointment.

The brief resume of the Directors who are to be appointed / re-appointed, the nature of their expertise in specific areas, names of companies in which they hold directorships, committee memberships/chairmanships, their shareholdings etc. are furnished in the Corporate Governance Report of the Company.

Your directors recommend their appointment / reappointment at the ensuing Annual General Meeting.

DIVIDEND

The Board of Directors has not recommended any dividend, due to inadequate profits, for the Financial Year ended 31st March, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, your Directors confirm:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March, 2010 and of the Profits of the Company for that year.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have been prepared the annual accounts on a going concern basis.

FIXED DEPOSIT

During the period under review, the Company has not invited any fixed deposits from the public in terms of provisions of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s S. Singhal & Co., Chartered Accountants, E-127, Industrial Area, Bhiwadi (Rajasthan), the Statutory Auditors of the Company, having registration number 001526C with the Institute of Chartered Accountants of India, retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. The Company has received a letter dated 27th May, 2010, that their re-appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The observation of the Auditors together with Notes to the Accounts as referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments from the Directors.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, Management Discussion and Analysis, Corporate Governance Report is attached as a part of the Annual Report. The Certificate from Company Secretary in practice regarding compliance of conditions of Corporate Governance is also annexed.

SUBSIDIARY COMPANY AND CONSOLIDATED RESULTS

Your Company is not having any subsidiary company hence disclosures regarding subsidiaries and consolidated results as per Accounting Standard AS-21 and AS-27 issued by the Institute of Chartered Accountants of India and clause 32 of the Listing Agreement are not required.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned here-in-below:

Name Designation/ Qualification Experience Remuneration

Nature of Duties (In Yrs) (Rs.)

Satish Kumar Managing B.E. 39 4032000/- Agarwal Director (Mechanical)

Sunil Kumar Whole time B.E. 26 3780000/- Agarwal Director (Chemical)

Saurabh Whole time B.E. 12 3528000/- Agarwal Director (Mechanical)

Sachin Whole time MBA 8 3528000/- Agarwal Director





Name Date of Age Particulars Shares held

Appointment (In Yrs) of Last Employment in the

Company

Satish Kumar 01-10-2009 61 Managing Director in 577122 Agarwal Vikas Refractories Pvt. Ltd

Sunil Kumar 01-01-2008 53 Director in Baghirathi 613933 Agarwal Iron & Steel (P) Ltd.

Saurabh 01-01-2008 36 Director in Kamdhenu 276500 Agarwal Overseas Limited

Sachin 13-04-2010 33 Techincal Executive in 277280 Agarwal Kamdhenu Ispat Limited



CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information regarding conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, required under section 217 (1) (e) of the Companies Act,1956 is given in Annexure forming part of this report.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the bankers, financial institutions, Government, SEBI, Stock Exchanges, Local Authorities and other regulatory authorities. The Board wishes to place on record the contribution made by the employees of the Company during the year. Your Directors thanks the customers, clients, vendors, dealers, distributors, franchisees and business associates for their continued support at all levels.



By Order of the Board of Directors

KAMDHENU ISPAT LIMITED

(Satish Kumar Agarwal)

Chairman & Managing Director

Date: 29.05.2010 Place: Gurgaon

 
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