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Directors Report of Shri Keshav Cements & Infra Ltd.

Mar 31, 2015

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

Brief description of the Company's working during the year/State of Company's Affairs;

[Amount in Rupees]

For the year For the year Particulars ending 31.03.2015 ending 31.03.2014

Earnings before Interest Depreciation and Tax 11,18,51,854 10,79,14,874

Less interest 4,06,71,084 4,57,55,585

Depreciation 2,93,51,419 2,80,71,202

Profits before Tax 4,18,29,351 3,40,88,087

Add : Excess / [short] Provision of Taxes NIL NIL

Add : MAT Credit Entitlement NIL NIL

Deferred Tax Asset_ NIL NIL

Total 4,18,29,351 3,40,88,087

Less: Provision for Income tax 83,70,000 68,20,259

Deferred Tax Liability 43,95,000 1,10,60,000

Profit after Tax 2,90,64,351 1,62,07,828

Add : Balance brought forwal 6,32,18,891 4,70,11,063

Amount available for appropriation 9,22,83,242 6,32,18,891

Less : Short Provision 3,86,692 4,95,554

Add : MAT Credit -8,07,595 68,20,259

Amount carried to balance sheet 9,27,04,145 6,95,43,596

State of Company's Affair

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

Dividend

In view of the future expansion programme, your Directors do not recommend any dividend.

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/-. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Finance

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

Change in the nature of business, if any

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

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

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

Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government

No such frauds are reported during the year under review.

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

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

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

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake 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 Section 186 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 joint venture companies included in the consolidated financial statement

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

Vigil Mechanism / Whistle Blower Policy

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

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. All related party transactions were placed before the Audit Committee and also for the Board approval, wherever required. Prior omnibus approval of the Audit Committee is generally obtained for the transactions which are of a foreseen and repetitive nature and these transactions are reviewed by the Audit Committee on quarterly basis. The policy on related party transactions as approved by the Board is uploaded on the Company's website: www.keshavcement.com.

Sexual Harassment Policy

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". 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 has developed and implemented the Risk Management Policy. The details of policy are set out 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 Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

Meetings

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

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

Deposits

The details relating to deposits, covered under Chapter V of the Companies Act, 2013: S No. Particulars Amount (Rs.)

(a) Accepted during the year: NIL

(b) Remained unpaid or unclaimed as at the end of the year;

(c) Whether there has been any default in repayment of deposits or NIL payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year; NIL

(ii) maximum during the year; NIL

(iii) at the end of the year; NIL

The details of deposits which are not in compliance with the requirements of Chapter V 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 Directors Report and is attached as "Annexure I".

Green Initiatives

With the aim of going green and minimizing our impact on the environment, we are sending electronic copies of the Annual Report 2015 and Notice of the 22nd AGM to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and Notice of the 22nd AGM are being sent in the permitted mode.

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

Directors' Responsibility Statement

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

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

Explanation: For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

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

Statement on Declaration Given by Independent Directors under Section 149

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

Remuneration Policy

As per the recommendation of the Nomination & Remuneration Committee of the Company and after considering data regarding remuneration paid in the market by companies of a similar size and activity the Board has formulated the Policy on Appointment & Remuneration of the Directors, Key Managerial Personnel and Other Employees, 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 of the Company were re-appointed by the shareholders to hold office as Statutory Auditors from the conclusion of Annual General Meeting held in the year 2014 till the conclusion of Twenty Fourth Annual General Meeting of the Company to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

Under Section 139 of the Companies Act, 2013, the Company is required to place the matter relating to Statutory Auditor's appointment for ratification by members at every Annual General Meeting. The Company has received a letter from the Statutory Auditors confirming that they are eligible for appointment as Auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in Section 141 of the Companies Act, 2013.

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

The observations of the Auditors in their report, read together with the notes on Accounts, are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

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

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

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. S. Kedarnatah & Associates a firm of Company 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 adverse remark or disclaimer made in the Secretarial Audit Report

The secretarial audit report is qualified stating that the Report on Annual General Meeting as required under Section 121 (2) of the Companies Act, 2013 required to be filed with the Registrar of Companies, Karnataka and has not complied with Rule 10(1) and 20(v) of the Companies (Management and Administration) Rules, 2014 and the Company has not complied with Clause 41(III) with respect to publication of board meeting notice as per listing agreement.

Cost Auditors

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

Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Mr. Santosh Kalburgi & Co. Cost Auditors is included in the notice convening the Annual General Meeting.

Board of Directors

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

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

Name of the Director Designation Date of appointment

Mr. Venkatesh H. Katwa Non Executive Director 25.09.1995

Mr. Vilas H. Katwa Managing Director 01.04.2007 re-appointed on 01.04.2012 Mr. Deepak H. Katwa Non Executive Director 25.5.2007

Mr. Ramesh M. Shah Independent Director 04.02.2013

Mrs. Nisha Deepak Independent Director 13.05.2013 Maganur

Mr. Satish D Kalpavriksha Independent Director 09.11.2013

Mrs. Narmada H. Katwa Non Executive Director 10.11.2014

Mrs. Prajakta K. Kulkarni Independent Director 10.11.2014

The Board would like to mention here that Mr. Ashok M. Tarale, member of the Audit Committee resigned w.e.f. 12th August 2014. Mr. Ramesh M. Shah has agreed to act as a Director and member of the Audit Committee and accordingly, the notice convening forthcoming 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 of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Board of Directors had on the recommendation of the Nomination and Remuneration Committee of the Board appointed Mr. Deepak H. Katwa as Chief Financial Officer (CFO) of the Company for a period of 5 years with effect from 10th November 2014.

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 in the 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 Personnel by 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 audit committee 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 has constituted a Nomination and Remuneration Committee in place of earlier Remuneration 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 has constituted a Stakeholders Relationship Committee which consists of following Directors:

1. Shri. Satish Kalpavriksha, Chairman

2. Smt. Prajakta K. Kulkarni

3. Smt. Nisha Maganur

Risk Management Committee

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

1. Shri. Satish Kalpavriksha, Chairman

2. Smt. Nisha Maganur

3. Shri. Venkatesh H. Katwa

Management Discussion & Analysis and Corporate Governance Report

The Company is committed to uphold the highest standards of Corporate Governance and 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 Management Discussion 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 Dated 24.4.1998]

During the year under report, the equity shares of the Company were traded on the Bombay Stock Exchange. The Company has paid annual listing fee to the Bombay Stock Exchange up to the financial year 2014-15. During the financial year 2014-15 or up to the date of this report, the trading in the equity shares of the Company was not suspended.

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

A. Conservation of Energy

a. Energy conservation measures taken: Efforts to conserve and optimize use of energy through improved operational methods are made on continuous basis.

b. Additional investments and proposals, if any, being No fresh investment is proposed but implemented for the reduction of consumption of conscious effort is being made to save energy energy wherever possible.

c. Impact of the measures at (a) and (b) above for the The cost saving is not substantial. reduction of energy consumption and consequent impact on the cost of production of goods

d. Total energy consumption Rs. 13,65,79,374

B. Technology Absorption

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

Research and development [R&D]

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

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

3. Future plan of action Nil

4. Expenditure on R & D:

(a) Capital Nil

(b) Recurring Nil

(c) Total Nil

(d) Total R&D expenditure as a percentage of total turnover Nil

Technology, absorption, adoption and innovation

1. Efforts made in brief towards technology absorption, adoption and innovation: Not applicable

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost Not applicable reduction, product development, import substitutes etc.

3. In case of imported technology [imported during the last five years reckoned from the beginning of the financial year] following information may be furnished, (a) Technology imported

(b) Year of import

(c) Has technology been fully absorbed

(d) If not fully absorbed, areas where this has not taken place, reasons there Not applicable for and future plans of action.

Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

ACKNOWLEDGEMENTS

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board of directors

For SHRI KESHAV CEMENTS AND INFRA LIMITED

Place: Belagavi (Vilas H. Katwa)

Date: 26/05/2015 Chairman


Mar 31, 2014

The Members,

The directors take pleasure in presenting the Twenty First Annual Report along with audited financial statements for the year ended 31st March 2014:

[Amount in Rupees]

For the year ending For the year Particulars 31.03.2014 ending 31.03.2013

Earnings before Interest Depreciation and Tax 10,79,14,874 11,75,66,144

Less : Interest 4,57,55,585 5,42.31,909

Depreciation 2,80,71,202 2,63,27,811

Profits before Tax 3,40,88,087 3,70,06,424

Add : Excess / [short] Provision of Taxes NIL NIL

Add: MAT Credit Entitlement NIL NIL

Deferred Tax Asset NIL NIL

Total 3,40,88,087 3,70,06,424

Less: Provision for Incometax 68,20,259 74,04,152

Deferred Tax Liability 1,10,60,000 1,20,00,000

Profit after Tax 1,62,07,828 1,76,02,272

Add : Balance brought forward 4,70,11,063 4,17,23,770

Amount available for appropriation

Total 6,32,18,891 5,93,26,042

Less : Short Provision 4,95,554 64,69,300

Add : MAT Credit & IOC Subsidy NIL 1,09,76,941

Amount carried to balance sheet 68,20,259 5,33,69,162

Total 6,95,43,596 6,38,33,683

OPERATIONS

During the year under review the sales turn over has decreased to Rs. 48.21 Crores as against previous year sales turnover of Rs. 50.20 Crores. The pre-tax profit is Rs. 3.40 Crore as against previous profit of Rs. 3.70 Crore. Post tax is of Rs.162.07 Lakhs as against previous year profit of Rs. 176.02 Lakhs. The sales turnover has remarkably improved compared in the previous year. But however due to cut down of the State Government''s investment in infrastructure projects the demand for Company''s products declined resulting in lower turnover compared to previous year. The Directors are confident of achieving continuous progress in sales and profit in the years to come.

DIVIDEND

In view of the future expansion plans, your Directors do not recommend any dividend.

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 Directors Report and is attached as "Annexure !''.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 5 (Five) times respectively on 13.05.2013, 12.08.2013, 09.11.2013,10.02.2014 and 31« March 2014. In respect of which meetings proper notices were given and the proceedings were recorded and signed in the Minutes Book maintained for the purpose.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

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

Explanation: For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

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

STATUTORY AUDITORS

CA. Prabhakar K. Latkan, Chartered Accountant, bearing ICAI Membership No.21730, retires at the ensuing annual general meeting. The retiring auditor has confirmed his willingness and eligibility to accept audit assignment, if re-appointed. The Board recommends for the re-appointment of CA. Prabhakar K. Latkan, Chartered Accountant as Statutory Auditor of the Company. The audit report is self explanatory.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956 and Central Governments'' general order No.52/26/CAB/2010 dated 30/06/2011 directing cost audit of the company, the Board of directors in their meeting have appointed Mr. Santosh Kalburgi, Cost Accountant to conduct audit of cost accounting records maintained by the company for the financial year ended 2013-14.

BOARD OF DIRECTORS

During the year under report, the Board was duly constituted in so far as the number of independent Directors was 50% and the Mr. Venkatesh Katwa as the Non Executive Chairman.

COMPOSITION OF THE BOARD OF DIRECTORS

Name of the Director Designation Date of appointment

Mr. Venkatesh Katwa Chairman Appointed as a director on 25.09.1995 and (Non-Executive) elected as ''a Chairman on 28.07.2008

Mr. Vilas Katwa Managing Director 01.04.2007 re-appointed on 01.04.2012

Mr. Deepak Katwa Non Executive Director 25.5.2007

Mr. AshokTarale Independent Director 04.02.2013

Mrs. Nisha Maganur Independent Director 13.05.2013

Mr. Satish D Kalpavriksha Independent Director Appointed as an Additional Director w.e.f.09.11.2013

The Board would like to mention here that Mr. Mahesh M. Udadar, member of the Audit Committee resigned w.e.f. 09th November 2013. Mr. Satish Kalpavriksha has agreed to act as a Director and member of the Audit Committee and accordingly, the notice convening forthcoming annual general meeting throws more light on these points.

BOARD OMMITTEES Audit Committee

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

1. Shri. AshokTarale, 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 has constituted a Nomination and Remuneration Committee in place of earlier Remuneration Committee. The said Committee consisted of following Directors:

1. Smt. Nisha Maganur, Chairman

2. Shri. Deepak Katwa

3. Shri. AshokTarale

Stakeholders Relationship Committee

As per the provisions of Section 178 (4) of the Companies Act, 2013 the Board has constituted a Stakeholders Relationship Committee which consists of following Directors:

1. Shri. Satish Kalpavriksha, Chairman

2. Shri. AshokTarale

3. Smt. Nisha Maganur

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

Pursuant to clause No 49 of Listing Agreement with the stock exchange, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of corporate governance are annexed as "Annexure IV forming part of this report.

LISTING OF SHARES

[Disclosure Requirement as per SEBI Circular No.14/98 Dated 24.4.1998]

During the year under report, the equity shares of the Company were traded on the Bombay Stock Exchange. The Company has paid annual listing fee to the Bombay Stock Exchange up to the financial year 2013-14. During the financial year 2013-14 or up to the date of this report, the trading in the equity shares of the Company was not suspended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY

a. Energy conservation measures taken:

Efforts to conserve and optimize use of energy through improved operational methods are made on continuous basis.

b. Additional investments and proposals, if any, being implemented for the reduction of consumption of energy-

No fresh investment is proposed but conscious effort is being made to save energy wherever possible.

c. Impact of the measures at (a) and (b) above for the reduction of energy consumption and consequent impact on the cost of production of goods

The cost saving is not substantial.

d. Total energy consumption Rs. 12,25,53,739/-

B. Technology Absorption

Efforts made in technology absorption as per the Form ''B'' of the annexi: 3

Form B

Form for Disclosure of particulars with respect to absorption Research and development [R&D]

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

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

3. Future plan of action Nil

4. Expenditure on R & D:

(a) Capital Nil

(b) Recurring Nil

Total Nil

(d) Total R&D expenditure as a percentage of total turnover Nil

Technology, absorption, adoption and innovation

1. Efforts made in brief towards technology absorption, adoption and innovation: [ Not applicable

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost Not applicable reduction, product development, import substitutes etc.

3. In case of imported technology [imported during the last five years reckoned from the beginning of the financial year] following information may be furnished.

(a) Technology imported

(b) Year of import

(c) Has technology been fully absorbed

(d) If not fully absorbed, areas where this has not taken place, reasons there for Not applicable and future plans of action.

EMPLOYEE STATEMENT

None of the employees of the Company are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee''s) Rule 1975.

ACKNOWLEDGEMENTS

The Board of Directors record their gratitude for the co-operation extended by Bankers as well as the continued trust and confidence reposed by business associates, regulatory authorities, customers, shareholders and employees at all levels.

For and on behalf of the Board of directors For SHRI KESHAV CEMENTS AND INFRA LIMITED

Place: Belgaum (Venkatesh H. Katwa)

Date: 30/05/2014 Chairman


Mar 31, 2013

To, The Members,

The directors take pleasure in presenting the Twentieth Annual Report along with audited profit and loss account for the year ended 31st March 2013.

[Amount in Rupees] For the year ending For the year ending Particulars 31st March 2013 31st March 2012

Earnings before Interest Depreciation and Tax 11,75,66,144 10,51,30417

Less Interest 5,42,31,909 5,72,64,638

Depreciation 2,63,27,811 2,50,66,803

Profits before Tax 3,70,06,424 2,27,98,676

Add: Excess / [short] Provision of Taxes NIL NIL

Add: MAT Credit Entitlement NIL NIL

Deferred Tax Asset NIL NIL

Total 3,70,06,424 2,27,98,676

Less: Provision for Income tax 74,04,152 46,62,420

Deferred Tax Liability 1,20,00,000 58,84,300

Profit after Tax 1,76,02,272 1,22,51,956

Add : Balance brought forward 4,17,23,770 2,94,71,814

Amount available for appropriation

Total 5,93,26,042 4,17,23,770

Less : Appropriations 64,69,300 NIL

Add: MAT & IOC Subsidy 1,09,76,941 NIL

- Amount carried to balance sheet 5,33,69,162 4,17,23,770

Total 6,38,33,683 4,17,23,770

1. OPERATIONS

During the year under review the sales turn over has increased to Rs. 51.58 Crores as against previous year sales turnover of Rs. 40.88 Crores. The pre-tax profit is Rs. 3.70 Crore as against previous profit of Rs. 2.28 Crore. Post tax is of Rs.176.02 Lakhs-as against previous year profit of Rs.122.52 Lakhs.

During the year both the plants located at Lokapur and Kaladagi were fully operational The sales turnover has remarkably improved compared to the last year despite all the challenges. The Directors are confident of achieving continuous progress in sales and profit in the years to come. Further the Board of Directors feels very happy to announce that the Company has obtained Environment Clearance from the Government of Karnataka for 1 Million Tonne production capacity during the year under review.

And further the Board of Directors proposing to go for expansion in two phases in the years to come.

2. DIVIDEND

The Board of Directors pleased to recommend for the consideration of the members dividend at the rate of Re.l/- per share (i.e.10 per cent). Members may appreciate that after 4 long years the Board of Directors recommended dividend for the financial year 2012-13 after rooting out all the obstacles in the production activity. The directors are hopeful of better future for the industry in the general and your company in particular. ¦.

3. DIRECTORS''RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, the directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have-been followed, along with proper explanation relating to material departures,

2. That the board had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period,

3. That the Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularity,

4. That the Board had prepared the annual accounts on going concern basis. 4. AUDITORS

Mr. Prabhakar Latkan Chartered Accountant retires at the ensuing annual general meeting. The retiring auditor has confirmed his willingness and eligibility to accept audit assignment; if re-appointed. The audit report is self explanatory. 5. COST AUDITORS

Pursuant to Section 233B of the Companies Act 1956 and Central Governments'' general order no. 52/26/CAB/2010 dated 30/06/2011 directing cost audit of the company, the Board of directors in their meeting have appointed M/s. S.K. Tikare & Co. Cost Accountants to conduct audit of cost accounting records maintained by the company for the financial year ended 2012-13.

6. BOARD OF DIRECTORS

During the year under report the Board was duly constituted in so far as the number of independent Directors was 50% and the Mr. Venkatesh Katwa as the Non Executive Chairman.

COMPOSITION OF THE BOARD OF DIRECTORS

Name of the Director Designation Date of appointment Mr. Venkatesh Katwa Chairman Appointed as a director on 25.09.1995 and elected as a Chairman on 28.07.2008 Mr. Vilas Katwa Managing Director 1.4.2007 re-appointed on 1-4-2012 Mr. Deepak Katwa - Non Executive Director 25.5.2007 Mr. Mahesh Udadar Independent Director 26.09.2011 Mr. Ashok Tarale Independent Director Appointed as Additional Director w.e.f. 04/02/2013

Mrs. Nisha Maganur Independent Director Appointed as Additional Director w.e.f. 13/05/2013

The Board would like to mention here that Mr. Govindraj Chitta, member of the Audit Committee resigned w.e.f. 4th February 2013. Mr. Ashok Tarale, Tax Consultant has agreed to act as a Director and member of the Audit Committee and Mrs. Bharati Kamatgi member of the Audit Committee resigned w.e.f. 13th May 2013. Mrs. Nisha Maganur, Lecturer in Commerce College in Belgaum has agreed to act as a Director and member of the Audit Committee and accordingly, the notice convening forthcoming annual general meeting throws more light on these points.

7. BOARD COMMITTEES Audit Committee

After reconstitution ofthe Board during the year under review the audit committee consisted of following Directors.

1. Mr. Mahesh Udadar, Chairman

2. Mr. Ashok Tarale

3. Mrs. Nisha Maganur ''

Remuneration Committee

After reconstitution of the board during the year under review the remuneration committee consisted of the following:

1. Mr. Mahesh Udadar, Chairman

2. Mr. Ashok Tarale .

3. Mrs. Nisha Maganur

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under the listing agreement with the Bombay Stock Exchange Limited, Mumbai, is annexed as Annexure I forming part of this report.

9. CORPORATE GOVERNANCE

Pursuant to clause No 49 of Listing Agreement with the stock exchange, a management discussion and analysis report; Corporate Governance Report and Auditors'' certificate regarding compliance of conditions of corporate governance are made part of the annual report.

10. LISTING OF SHARES [DISCLOSURE REQUIREMENT AS PER SEBI CIRCULAR NO.14/98 DATED 24.4.1998]

During the year under report, the equity shares of the Company were traded on the Bombay Stock Exchange. The Company has paid annual listing fee to the Bombay Stock Exchange up to the financial year 2012-13. During the financial year 2012-13 or up to the date of this report; the trading in the equity shares of the Company was not suspended

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. CONSERVATION OF ENERGY A Energy Consumption

a. Energy conservation measures taken: Efforts to conserve and optimize use of energy through improved operational methods are made on continuous.

b. Additional investments and proposals, if any, being No fresh investment is proposed but implemented for the reduction of consumption of conscious effort is being made to save energy energy wherever possible.

c. Impact of the measures at (a) and (b) above for the The cost saving is not substantial. reduction of energy- consumption and consequent impact on the cost of production of goods

d. Total energy consumption _Rs. 94582261_ B. Technology Absorption

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

C. Foreign exchange earnings and outgo: Nil

a. Activities "relating to exports; initiatives taken to increase -exports; development of new export markets for products and services; and export plans:

The Company is engaged in manufacture and sale of cement within the states of Karnataka, Goa and Maharashtra. Taking into account the installed capacity and demand-for cement in these three states itself, the management is of the opinion that the development of export market will take its own time.

b. Total foreign exchange used and earned:

Earned "Nil

Used , 1 Nil

FormB Form for Disclosure of particulars with respect to absorption

Research and development [R&D]

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

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

3. Future plan of action Nil

4. Expenditure on H & D:

(a) Capital Nil (b) Recurring Nil

(c) Total Nil

(d) Total R&D expenditure as a percentage of total turnover | Nil

Technology, absorption, adoption and innovation .

1. Efforts made in brief towards technology absorption, adoption and innovation: Not applicable

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost Not applicable reduction, product development, import substitutes etc. 7

3. In case of imported technology [imported during the last five years reckoned from the beginning of the financial year] following information may be furnished.

(a) Technology imported - .

(b) Year of import

(c) Has technology been fully absorbed Not applicable

(d) If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action.

12. EMPLOYEE STATEMENT

None of the employees of the Company are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee''s) Rule 1975.

13. ACKNOWLEDGEMENTS

The Directors record their gratitude for the co-operation extended by Syndicate bank as well as the continued trust and confidence reposed by business associates, regulatory authorities, customers, shareholders and employees at all levels.

For and on behalf of the Board of directors

Belgaum Venkatesh Katwa

Dated: 13th May 2013 Chairman


Mar 31, 2012

The directors take pleasure in presenting the Nineteenth Annual Report along with audited profit and loss account for the year ended 31st March 2012.

[Amount in Rupees]

For the year For the year Particulars ending 31st ending 31st March 2012 March 2011

Earnings before Interest Depreciation and Tax 10,45,29,024 5,95,22,916

Less : Interest: 5,66,63,545 2,47,02,131

Depreciation 2,50,66,803 2,31,30,414

Profits before Tax 2,27,98,676 1,16,90,371

Add : Excess / [short] Provision of Taxes NIL 22,78,737

Add : MAT Credit Entitlement NIL 23,29,950

Total 2,27,98,676 1,62,99,058

Less: Provision for Income tax 46,62,420 25,50,000

Deferred Tax Liability 58,84,300 79,59,800

Profit after Tax 1,22,51,956 57,89,258

Add : Balance brought forward 2,94,71,814 2,36,82,556

Amount available for appropriation Total 4,17,23,770 2,94,71,814

Amount carried to balance sheet 4,17,23,770 2,94,71,814

Total 4,17,23,770 2,94,71,814

1. OPERATIONS

During the year under review the sales turn over has increased to Rs. 40.88 crores as against previous year sales turnover of Rs. 23.34 crores. The pre-tax profit is Rs. 2.28 crore as against previous profit of Rs. 1.17 crore. Post tax profit is of Rs.122.52 lakhs as against previous year profit of Rs. 57.89 lakhs. During the year both the plants located at Lokapur and Kaladagi were consistently operational The sales turnover has remarkably improved compared to the last year despite all the challenges. The Directors are confident of achieving better progress in sales and profit in the next year.

2. DIVIDEND

Keeping in view the long term interests of company and its stakeholders, the Board has decided to skip the dividend for the year. The Directors hope and trust that the members would appreciate the reason for skipping the dividend '

3. DIRECTORS'RESPONSIBILITY STATEMENT The directors confirm .

1. That in the preparation of the annual accounts, the applicable accounting standards have been , followed, along with proper explanation relating to material departures,

2. That the board had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period,

3. That the Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act; 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularity,

4. That the Board had prepared the annual accounts on going concern basis.

I. AUDITORS

Mr. Prabhakar Latkan Chartered Accountant retires at the ensuing annual general meeting. The retiring auditor has confirmed his willingness and eligibility to accept audit assignment, if re-appointed.

The audit report is qualified on the aspect that the balance sheet, profit & loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act; 1956, save the compliance with accounting standards 28 on impairment of assets. As in respect of last year, the Directors would like to stress the fact that under the program of modernization and expansion undertaken in the year 2007, the management has seen to it that the assets of the Company are fully geared to the task given. In event of break down or other ' troubles which is common occurrence in the cement industry, the management has taken due care to replace the damaged or impaired machine and the cost of such replacement and investment in new plant and machinery is reflected in the books. Therefore, the management is of the firm view that the value of the assets depicted in the balance sheet is the recoverable amount and therefore there is no impairment of asset. '

So far the reference to note V in the main body of the audit report is concerned, the management treats it as part of disclosure, self explanatory and not a qualification or reservation hence no separate explanation by the management is necessary.

5. COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956 and Central Governments general order no. 52/ 26/CAB/2010 dated 30/06/2011 directing cost audit of the company the Board of directors in their meeting have appointed M/s. S.K. Tikare & Co. Cost Accountants to conduct audit of cost accounting records maintained by the company for the financial year ended 2011-12.

6. BOARD OF DIRECTORS

During the year under report; the Board was duly constituted in so far as the number of independent Directors was 50% and the Mr. Venkatesh Katwa as the Non Executive Chairman.

COMPOSITION OF THE BOARD OF DIRECTORS

Name of the Director Designation Date of appointment

Mr.Venkatesh Katwa Chairman Appointed as a director on 25.09.1995 and elected as a Chairman on 28.07.2008

Mr. Govindraj Chitta Non. Executive Director 24.10.1994

Mr.Vilas Katwa Managing Director 1.4.2007 re-appointed on 1-4-2012

Mrs. Bharati Kamatgi Independent Director 1.4. 2003

Mr.Deepak Katwa Non Executive Director 25.5.2007

Mr.Mahesh Udadar Independent Director 26.09.2011

7. BOARD COMMITTEES Audit Committee

After reconstitution of the Board on 26th September 2011 the audit committee consisted of following Directors.

1. Mr. Mahesh Udadar, Chairman

2. Mrs. Bharati Kamatgi

3. Mr. Govindraj Chitta

Remuneration Committee

After reconstitution on 26th September 2011, the audit committee consisted of the following:

1. Mr. Mahesh Udadar, Chairman

2. Mrs. Bharati Kamatgi

3. Mr. Govindraj Chitta

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under £he listing agreement with the Bombay Stock Exchange Limited, Mumbai, is annexed as Annexure I forming part of this report.

9. CORPORATE GOVERNANCE

Pursuant to clause No 49 of Listing Agreement with the stock exchanges, a management discussion and analysis, Corporate Governance Report and Auditors' certificate regarding compliance of conditions of corporate governance are made part of the annual report.

10. LISTING OF SHARES [DISCLOSURE REQUIREMENT AS PER SEBI CIRCULAR NO.14/98 DATED 24.4.1998]

During the year under report the equity shares of the Company were traded on the Bombay Stock Exchange. The Company has paid annual listing fee to the Bombay Stock Exchange up to the financial year 2012-13. During the financial year 2011-12 or up to the date of this report, the trading in the equity shares of the Company was not suspended

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

CONSERVATION OF ENERGY A. Energy Consumption

a. Energy conservation measures taken: Efforts to conserve and optimize use of energy through improved operational methods are made on continuous basis.

b. Additional investments and proposals, if any, being No fresh investment is proposed but conscious effort implemented for the reduction of consumption of energy is being made to save energy wherever possible._

c.Impact of the measures at (a) and (b) above for the The cost saving is not substantial, reduction of energy consumption and consequent impact on the cost of production of goods

d.Total energy consumption and energy consumption as Annexed to this report separately per Form A

B. Technology Absorption

e. Efforts made in technology absorption as per the Form'B'of the annexure

C. Foreign exchange earnings and outgo: Nil

f. Activities relating to exports; initiatives The Company is engaged in manufacture and sale of taken to increase exports; development of cement within the states of Karnataka, Goa and new export markets for products and Maharashtra. Taking into account the installed capacity services; and export plans: and demand for cement in these three states itself, the management is of the opinion that the development of export market will take its own time.

g.Total foreign exchange used and earned:

Earned Nil

Used Nil

Form B

Form for Disclosure of particulars with respect to absorption Research and development [R&D]

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

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

3. Future plan of action Nil

4. Expenditure on R & D:

(a) Capital Nil

(b) Recurring Nil

(c) Total Nil

(d) Total R&D expenditure as a percentage of total turnover Nil

Technology, absorption, adoption and innovation

1.Efforts made in brief towards technology absorption, adoption and innovation: Not applicable

2.Benefits derived as a result of the above efforts, e.g. product improvement, cost Not applicable reduction, product development, import substitutes etc.

3.In case of imported technology [imported during the last five years reckoned from the beginning of the financial year] following information may be furnished.

(a) Technology imported

(b) Year of import

(c) Has technology been fully absorbed Not applicable

(d) If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action.

12. EMPLOYEE STATEMENT

None of the employees of the Company are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act; 1956 read with Companies Particulars of Employee's) Rule 1975.

13. ACKNOWLEDGEMENTS

The Directors record their gratitude for the co-operation extended by Syndicate Bank & Karnataka Bank as well for the continued trust and confidence reposed by business associates, regulatory authorities, customers, shareholders and employees at all levels.

For and on behalf of the Board of directors

Belgaum Venkatesh Katwa

Dated: 14th August 2012 Chairman


Mar 31, 2010

The Directors hereby present their seventeenth Annual Report along with audited profit and loss account for the year ended March 31st 2010.

[Amount in Rupees]

For the year ending For the year ending

Particulars March 31st 2010 March 31st 2009

Earnings before interest

Depreciation and Tax 70685331 4,99,45,139

Less :Interest 39,753,791 2,97,28,884

Depreciation 19,572,657 14,626,284

Profits before Tax 11,358,883 55,89,971

Add :Excess/[short]

Provision of Taxes NIL 2,02,007

Add; Deferred Tax Asset 6,50,000 20,01,400

Total 12,008.883 7,389,364

Less: Provision for Income tax 2,000,000 6,12,100

Profit after Tax 10,008,883 6,777,264

Add: Balance brought forward 1,36,73,673 6,896,409

Amount available for appropriation

Total 2,36,82,556 1,36,73,673

Appropriations Nil Nil

- Amount carried to balance sheet 2,36,82,556 1,36,73,673

Total 2,36,82,556 1,36,73,673



1. OPERATIONS:

During the years under review the turn over has increased to Rs. 28.30 crores as compared to turn over of Rs.24.22crores in the previous year showing an increase of almost 16 %. The pre profit is Rs. 1.13 crores as compared to 55.89 lakhs of the last year an increase of almost 100%. The Directors are aware of the fact that though the turn over and the profitability position has increased during the year but then the increase ought to have been more pronounced to make real impact, after the recent acquisition of a cement plant which has increased the installed capacity.

2. DIVIDEND:

As mentioned in preceding paragraph, though the sales and profitability position has improved during the financial year, but men the Board regrets its inability to recommend divided for the year keeping in view the necessity to plough back the profits which are needed for day to day operations towards working capital.

During the year voider report, the equity shares of the Company were traded on the Bombay Stock Exchange, The Company has paid annual listing fee to the Bombay Stock Exchange up to the financial year 2010-11.Thetradingin the equity shares of thes Company was not suspended during any part of the financial year 2009-10 or till the date of mis report.

1. BOARD OF DIRECTORS

The composition of the Board of Directors during the financial year 2009-10 and till the date of this report consisted of the following personnel

COMPOSITION OF BOARD OF DIRECTORS

Name of the Director Designation Date of appointment

Mr. Venkatesh Katwa Chairman Appointed as a director on 25.09.1995 and elected as a Chairman on 28.07.2008

Mr. Vilas Katwa Managing Director 1.4.2002 re-appointed on 1-4-2007

Mr. Deepak Katwa Non Executive Director 25.5.2007

Mr. Dinesh Kotecha Independent Director 26.7.2007

Mr.Govindraj Chitta Independent Director 24.10.1994

Mrs Bharahi Kamatgi Independent Director 1.4.2003

1. AUDITORS

Mr. Prabhakar Latkan, Chartered Accountant retires at the ensuing annual general meeting. The retiring auditor has confirmed his willingness and eligibility to accept audit assignment, if re-appointed. The audit report is qualified on the following points:

1. Impairment of assets in terms of AS 22

2. Inventory valuation being made and certified by the management

In this regard, the Directors would like to stress the fact that under the programme of modernization and expansion undertaken in the year 2007, the management has seen to it that the assets of the Company are fully geared to the task given. In event of break down or other troubles which is common the management has taken due care to replace the damaged or impaired machine and the cost of such replacement and investment in new plant and machinery is reflected in the books. Therefore, the management is of firm assets depicted in the balance sheet is the recoverable amount and therefore there is no impairment of asset.

So far as the reference to note V in the main body of audit report the management wishes to state that the value of inventory is ascertained and certified by the management as clarified in the note No. V. Hence, the management treats reference to note V as part of disclosure and not qualification and or reservation.

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under the listing agreement with The Bombay Stock Exchange Limited, Mumbai, is annexed as Annexure I forming part of this report.

3- CORPORATE GOVERNANCE

Pursuant to clause No 49 of Listing Agreement with the stock exchanges, a management discussion and analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the annual report.

4. EMPLOYEE STATEMENT

No statement of employees pursuant to section 217[2 A] of the Companies Act, 1956 is annexed hereto as none of the employee of the Company was in receipt of remuneration @ Rs. 24 lakhs per annum or at the said rate for any part of the year.

5. DIRECTORS RESPONSIBILITY STATEMENT: The directors confirm

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures,

2. That the board had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period,

3. That the Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularity,

4. That the Board had prepared the annual accounts on going concern basis.

BO ARD COMMITTEES

Audit Committee

After reconstitution of the Board on 28th July 2008 the audit committee consisted of following Directors

1. Mr. Dinesh Kotecha, Chairman

2. Mrs. Bharati Kamatgi

3. Mr. Govindraj Chitta

Remuneration Committee

After reconstitution on 28* July 2008, the audit committee consisted of the following:

1. Mr. Dinesh Kotecha, Chairman

2. Mrs.Bharati Kamatgi

3. Mr.Govindraj Chitta

CONSERVATION OF ENERGY

A. Energy Consumption

a. Energy conservation measures taken : Efforts to conserve and optimize use of energy through improved operational methods are made on continuous basis.

b. Additional investments and proposals, if any, being No fresh investment is proposed but conscious effort is implemented for the reduction of consumption of energy made to save energy wherever possible

c. Impact of the measures at (a) and (b) above for the The cost saving is not substantial. reduction of energy consumption and consequent impact on the cost of production of goods

d. Total energy consumption and energy consumption as Annexed to this report separately per Form A

B. Technology Absorption

e. Efforts made in technology absorption as per the Form B of the annexure

C. Foreign exchange earnings and outgo: Nil

f Activities relating to exports; initiatives taken to increase The Company is engaged in manufacture and sale of cement exports; development of new export markets for within the states of Karnataka, Goa and Maharashtra. products and services; and export plans: Taking in to account the installed capacity and the demand

for cement in these three states itself, the management is of the opinion that the development of export market will take its own time.

g. Total foreign exchange used and earned Nil

Earned Nil

Used Nil



FORM B

Form for Disclosure of particulars with respect to absorption Research and development [R & D]

Specific areas in which R and D carried out by the Nil Company

Benefits derived as a result of the above R and D Nil

R and D Nil

Future plan of action Nil

Expenditure on RandD Nil

Capital Nil

Recurring: Nil

Total: Nil

Total R and D expenditure Nil

as a percentage of total turn over



Technology absorption, adoption and innovation

Efforts made in brief towards technology absorption, Not Applicable adoption and innovation:

Benefits derived as a result of the above efforts, e.g. product Not Applicable improvement, cost reduction, product development, i mport substitute etc

In case of imported technology [imported during the last Not Applicable five years reckoned from the beginning of the financial year] following information may be furnished

Technology imported: Not Applicable Year of import: Not Applicable

Has technology been fully absorbed: not applicable Not Applicable

If not fully absorbed, areas where this has not taken place, Not Applicable reason there for and future plans.



1. ACKNOWLEDGEMENTS

The Directors record their grateful appreciation of the co-operation extended by Syndicate bank as well as the continued trust and confidence reposed by business associates, regulatory authorities, customers, shareholders and employees at all levels.



For and on behalf of the Board of directors

Venkatesh Katwa Vilas Katwa

Chairman Managing Director

Place: Belgaum-590005

Dated: 11th May 2010



 
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