Directors Report of Kamdhenu Ltd.

Mar 31, 2022

The directors have immense pleasure in presenting the 28^th (Twenty Eighth) Annual Report of Kamdhenu Limited (‘the Company'') along with the audited Standalone & Consolidated Financial Statements and the Auditor’s Report thereon for the financial year ended 31^st March, 2022 (''year under review’).

1. FINANCIAL RESULTS

Your Company is engaged in the business of manufacturing and marketing of Steel and Paints and has earned a net profit of '' 2631.89 Lakhs for the Financial Year ended 31^st March, 2022. The financial highlights of your Company for the financial year ended 31^st March, 2022, on a Standalone and Consolidated basis, are as under

(Rs. in Lakh)
Particulars	Standalone		Consolidated
	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Revenue from Operations	84,075.63	62,522.13	84,075.63	62,522.13
Other Income	198.42	349.38	198.42	349.38
Total Revenue	84,274.05	62,871.51	84,274.05	62,871.51
Total Expenses	80,186.29	59,772.17	80,186.97	59,773.68
Profit before Exceptional Items and Tax	4,087.76	3,099.34	4,087.08	3,097.83
Exceptional Items	583.09	1,003.37	583.09	1,003.37
Profit/(Loss) before tax	3,504.67	2,095.97	3,503.99	2,094.46
Tax Expenses	872.78	586.86	872.79	586.84
Profit for the Year	2,631.89	1,509.11	2,631.20	1,507.62
Total Comprehensive Income for the Year	2,551.32	1,503.36	2,550.63	1,501.87
Paid up Capital ('' 10 each fully paid-up)	2,693.55	2,693.55	2,693.55	2,693.55
Earnings per Share of face value of '' 10 Each
Basic (In '')	9.77	5.62	9.77	5.62
Diluted (In '')	9.77	5.62	9.77	5.62

2. BUSINESS REVIEW

Inspite of the challenges faced by the Company during Q1 of FY 2021-22 due to various restrictions imposed by the Government, our company has ramp up its production and delivered strong performance in both Paint and Steel business from Q2 of FY 2021-22 with diagonal vertical spike in demand and favorable macroeconomic scenario leading to pick up in economic activities. The demand in paint products was driven by pent up demand and festive season across the country and steel demand was on account of the speed up of construction and infrastructure activities. The Company’s both Segments i.e Steel and Paints are equally important to the Company. The Company’s Steel Business has been a pioneer in the revolutionary concept of Franchisee Model and have attained success in the middle tier steel segment on a regional front and

the Paint business has already started bearing fruits and to share wealth of such fruits with the shareholders of the Company, the management has decided to hive off the Paint business of the Company, so as to create a fresh orbit for the Paint division of the Company, by transferring the Paint Business to one of the step down Wholly Owned Subsidiary Company i.e. Kamdhenu Color & Coatings Limited and in consideration to that Kamdhenu Ventures Limited, will issue equity shares to the shareholders of Kamdhenu Limited on mirror shareholding basis and will be listed on the Stock Exchanges i.e NSE and BSE.

The Management of the Company has left no stone unturned for the expansion of the both the businesses i.e Steel and Paints business of the Company. While operational robustness was visible in the Company’s peformance in FY 2022, your Company has also

demonstrated its endeavor to provide a segment wise report on each of the Steel and Paint business of the Company as compared with the previous year, are depicted as under:

STEEL DIVISION

In the Steel division, the production was over 25.53 Lakhs metric tons as on 31^st March, 2022, as compared to the 23.91 Lakhs metric tons including the franchisee route, which marked a growth of approx. 7% YoY. The Royalty income from the franchisee stands up to '' 9,159 Lakhs being 7% higher as compared with the previous year which stoods at '' 8,533 Lakhs.

The Company’s total revenue from Steel Division stood at '' 59,931 Lakhs, which being higher by 41.6 % on YoY basis.

The in house production capacity of Company is 1,20,000 MTpa and capacity of our franchisee units for Reinforcement Steel Bars (TMT Bars) stood at 38 Lakh Metric ton and for Structural Steels (Channels, Angles, Beams & Flats) stoods at 5 Lakh Metric ton and 2.5 Lakh Metric ton for Color Coateds sheets.

PAINT DIVISION

While having a steady growth in the Paint business, the Company expects to have trajectory growth in near future on account of rise in real estate buying, revival in housing demand and changed consumer behavior with focus on enhancing and beautifying their personal spaces and homes.

The Company volumes for producing paints stoods to 30,358 KL including from own manufacturing units and outsourcing through contract manufacturing, which has been slightly increased as compared with the production done in the previous year which was 30,319 KL.

The Company’s total revenue from Paint Division stood at '' 24,145 Lakhs for producing 30,358 KL, which being higher by 19.50% on YoY basis.

3. STATE OF COMPANY''S AFFAIRS & PERFORMANCE.

Your Company has posted a net profit of '' 2,631.89 Lakhs on standalone basis, for the Financial Year ended 31^st March, 2022. During the year under review, on consolidated basis, the revenue of the Company for the FY 2022 stood at '' 84,075.63 Lakhs which is higher over the previous year revenue of '' 62,522.13 Lakhs. The consolidated Profit after Tax (PAT) attributable to

the shareholders of the Company for the FY 2022 stood at '' 2,631.20 Lakhs as compared with the previous FY 2021 which was '' 1507.62 Lakhs.

On Standalone basis, the revenue of the Company for the FY 2022 stood at '' 84,075.63 Lakhs which is higher over the previous years’ revenue of '' 62,522.13 Lakhs. The Profit after Tax (PAT) attributable to the shareholders of the Company for the FY 2022 stood at '' 2,631.89 Lakhs as compared with the previous FY 2021 which was '' 1509.1 1 Lakhs.

The Net worth of your Company on the standalone basis grew by 12 percent to '' 21,813.53 Lakhs as against '' 19,477.69 Lakhs as of 31^st March, 2021 and on the Consolidated basis the same also grew by 12 percent to '' 21,810.40 Lakhs as against '' 19,475.24 Lakhs as of 31^st March, 2021.

A consolidated Performance and Financial Highlights of the Subsidiary Companies i.e Kamdhenu Ventures Limited, Kamdhenu Color and Coatings Limited, were duly mentioned in the Consolidated Financial Statement which forms a part of this report.

4. DIVIDEND

The Board of Directors of the Company had pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has approved a Dividend Distribution Policy on 21^st June, 2021. The Policy is available on the Company’s website: https://www.kamdhenulimited.com/Financial-ResultsZDividend_Distribution_Policy.pdf Keeping in line with the said policy, the Board of Directors are pleased to recommend a final dividend of '' 1 (Rupee One only) per equity share of Fave Value of '' 10/- each fully paid up, for the Financial Year ended 31^st March, 2022, subject to the approval of the Members at the ensuing 28^th Annual General Meeting ("AGM"). The total outflow on account of equity dividend will be '' 269.35 Lakhs.

Further, in terms of the provisions of Section 124 of the Companies Act, 2013 (‘Act''), the amount of dividend transferred to the Unpaid Dividend Account of a Company, which remains unclaimed / un-paid for a period of seven years from the date of such transfer, shall be transferred statutorily along with interest accrued, if any, thereon to the Investor Education and Protection Fund (‘IEPF'') administered by the Central Government. To ensure maximum disbursement of unclaimed dividend, the Company sends reminders to the concerned investors at appropriate intervals. Further, according to the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the "IEPF Rules"), the shares in respect of which dividends are unclaimed/ un-paid by the members for seven consecutive years or more, are also required to be transferred to the demat account created by the IEPF Authority.

In compliance with the provision of Section 124 of the Act and IEPF Rules, the Company during the financial year under review, has transferred 25,999 equity shares to the demat account of the IEPF Authority. The details of such shares are available on the website of the Company at https://www.kamdhenulimited.com/ Financial-Results/Unpaid_Dividend_from_FY_2014_15_ to_FY_2019_20 (upto31 ^stMarch2021).pdf Shareholders are requested to check the list uploaded on the website of the Company for the amount of dividend which remain unpaid and if any dividend are due to them remains unpaid in terms of said lists, they can approach the Company/ Registrar and Share Transfer Agent of the Company i.e. Kfin Technologies Limited (erstwhile KFin Technologies Private Limited) for release of their unpaid dividend.

5. TRANSFER TO RESERVES

The closing balance of the retained earnings which form a part under the head Other Equity in the Financial Statement of the Company for the FY 2022, after all appropriations and adjustments was '' 19,116.85 Lakhs, on Consolidated basis and '' 19,119.98 Lakhs, on Standalone basis.

6. SCHEME OF ARRANGEMENT

The Company had filed 1^st motion application of Scheme of Arrangement ("SOA") with Hon’ble National Company Law Tribunal, Chandigarh Bench ("NCLT") on 15^th March, 2021 and order on the such petition was pronounced by the NCLT on 4^th August, 2021.

As per the directions received by the NCLT vide its order dated 4^th August, 2021, the Company has convened the separate meetings of equity shareholders, secured and un-secured creditors of the Company on 25^th September, 2021 at 10:00 A.M., 01:00 PM. and 03:00 PM. respectively, under the supervision of Hon’ble NCLT, the said Scheme of Arrangement was approved with requisite majority of the equity shareholders, and

un-secured creditors, respectively and unanimously by Secured Creditors of the Company. Post approval, the Company has filed the 2^nd motion petition on 5^th October, 2021 with the NCLT and the order for the same was received on 16^th December, 2021 stating the next date of hearing of the petition has been fixed by the Hon’ble NCLT Chandigarh Bench in the matter of Scheme of arrangement as 22^nd March, 2022.

The Company has received letters dated 21^st March, 2022 from the Regional Director, Norther Region and Official Liquidator, stating that they have examined the application for the Scheme of Arrangement of the Company and found the same satisfactory. The NCLT on 22^nd March, 2022, has adjourned the matter and provided the next date of hearing i.e. 22^nd April, 2022, for the final consideration and approval of the Scheme of Arrangement of the Company.

On 22^nd April, 2022, the Hon’ble National Company Law Tribunal, Chandigarh Bench, has reserved the order on the approval of Scheme of Arrangements, after consideration of the facts, pleadings and submissions and the order was awaited as on date of this report.

7. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

Apart from the information provided/disclosures made elsewhere in the Directors’ Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company i.e. 31 ^st March, 2022 to which this financial statement relates and till date of this Report.

8. SHARE CAPITAL

Pursuant to the Scheme of Arrangement and in terms of the provisions of Section 61 and 64 of the Act, the members of the Company in their Extra-Ordinary General Meeting held on 10^th March, 2022 has increased the Authorized Share Capital of the Company from '' 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of '' 10/-each to '' 41,50,00,000/- (Rupees Forty One Crores Fifty Lakhs only) constituting '' 30,00,00,000/- (Rupees Thirty Crores only) Equity Share Capital divided into 3,00,00,000 (Three Crores) Equity Shares of '' 10/- each and '' 11,50,00,000 Preference Share Capital divided into 1,15,00,000 (One Crore Fifteen Lakhs) Preference

Shares of '' 10/- each. Accordingly, the Capital Clause of Memorandum of Association of the Company was suitably altered.

Further, during the year under review, there was no change in the paid up equity share capital of the Company. Also, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

9. PUBLIC DEPOSITS

During the year under review, your company has not invited or accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules framed thereunder.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Full particulars of the loans given, guarantees extended or securities provided and the investments made by the Company, if any, in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder have been adequately described in the notes to Financial Statements. The same are in consonance the provisions of the aforesaid section.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors, upon the recommendation of Nomination & Remuneration Committee in terms of Nomination and Remuneration Policy, in their meeting held on 30^th May, 2022 has approved the re-appointment of Shri Satish Kumar Agarwal as Chairman & Managing Director, Shri Sunil Kumar Agarwal and Shri Sachin Agarwal as Whole-time Directors of the Company for the further period of three years, effective from the next day of the current expiry of their tenure i.e. 1^st April, 2023 and which would be upto 31^st March, 2026, subject to the approval of Shareholders of the Company at the ensuing Annual General Meeting. Accordingly the matter for their re-appointment for a further period of 3 years have accordingly been included in the notice convening the 28^th Annual General Meeting of the Company for the FY 2021-22, for the approval of the members of the Company and necessary explanation and details have been mentioned in the explanatory statement to the Notice.

In accordance with the provision of Section 152 of the Companies Act, 2013 and Article 103 of the Articles of Association of the Company, Shri Satish Kumar Agarwal (DIN: 00005981) would be retiring as a director by rotation and being eligible for re-appointment, has offered himself for re-appointment. His reappointment as a rotational director, shall be deemed to be continuance of his term as Chairman & Managing Director, without any break.

Shri Madhusudan Agarwal who was appointed as Independent Director of the Company for a term of two consecutive years commencing from 22^nd May, 2021 and till 21^st May, 2023 by the shareholders of the Company at their 27^th Annual General Meeting held on 27^th day of September, 2021. As per the Regulation 25 (2A) of SEBI Listing Regulations read with SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 the re-appointment of Independent Director shall be subject to the approval of Shareholders by way of Special Resolution. As the Shri Madhusudan Agarwal is a person of high integrity, expertise and experience and he effectively participate in all the board matters and based on the valuable contribution made by him, from time to time, during his current tenure. Your directors feel that it is imperative that the said Independent Director be reappointed, for the second consecutive term of 5 (five) years which would be effective from the next day of his expiry of his current tenure i.e. w.e.f 22^nd May, 2023 and uptill 21^st May, 2028, subject to the approval of members by way of Special Resolution at the ensuing 28^th Annual General Meeting. The neccessary resolution for his re-appoinment forms a part of the Notice of this 28^th AGM.

It would be pertinent to mention here that the Nomination and Remuneration Committee has evaluated the performance of each Individual Director seeking appointment/re-appointment in the ensuing Annual General Meeting including fulfillment of their Independence criteria, as prescribed under SEBI Listing Regulations and that no director is debarred from holding the office of Director by virtue of order of SEBI or any other authority. The Nomination and Remuneration Committee after evaluating the performance of each director, placed before the board a report on performance evaluation of the Directors, for review.

Shri Saurabh Agarwal, Whole-time Director of the Company, has been re-designated as Non-Executive

& Non-Independent Director, liable to retire by rotation with effect from 1^st June, 2022.

Smt. Nishal Jain, Independent Woman Director of the Company has resigned from the office of Director w.e.f 31^st May, 2022, due to personal reasons and other professional commitments/ engagements as mentioned in her resignation letter dated 30^th May, 2022.

Smt. Pravin Tripathi was appointed as Additional Director in category of Independent Woman Director in terms of the provisions of Companies Act, 2013 and SEBI Listing Regulation w.e.f 30^th May, 2022 by the Board of Directors in their meeting held on said date, subject to the approval of shareholders in the ensuing Annual General Meeting. A brief profile and other details as per the SEBI Listing Regulations and Secretarial Standards are given in the explanatory statement accompanying Notice to the 28^th AGM, which forms a part of this report.

Accordingly, a resolution to that effect i.e to redesignate Shri Saurabh Agarwal as Non-Executive & Non-Independent Director and for appointment of Smt. Pravin Tripathi as Non-Executive Independent Woman Director of the Company has been set out in the Notice of the 28^th Annual General Meeting for the approval by the Shareholders of the Company.

The detailed profile along with the other details as mandate by the SEBI Listing Regulations for the Directors seeking appointment/re-appointment are given in the explanatory statement accompanying notice to the AGM and additionally in the Corporate Governance Report forming part of this Annual Report. Further with respect to the above appointment/ re-appointment of the Directors, the Company has received a;

a) Individual notice(s) under section 160 of the Companies Act, 2013, from themselves for appointment of Shri Madhusudan Agarwal and Smt. Pravin Tripathi as Independent Director(s) and for appointment of Shri Satish Kumar Agarwal, Shri Sunil Kumar Agarwal and Shri Sachin Agarwal as Managing/Whole-Time Director, proposing candidature for appointment/re-appointment for the office of Director of the Company;

b) Consent to act as director of the Company, in the Stipulated form DIR-2;

c) Disclosure in terms of Section 164 of the Companies Act, 2013, in form DIR-8, stating that they are not disqualified for holding office of Director in the Company;

d) Declaration from Shri Madhusudan Agarwal and Smt. Pravin Tripathi, that they fulfil and continue to fulfils the criteria of Independence as stated under Companies Act, 2013 and SEBI Listing Regulations.

During the year under review, Shri Ashish Kapil, Company Secretary and Compliance Officer of the Company has resigned from Company with effect from 4^th April, 2021 and Shri Khem Chand, was appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 9^th August, 2021. He has also been designated as Nodal officer of the Company with effect from the said date under IEPF rules.

Shri Ramesh Chandra Jain (DIN: 00089854) was re-appointed as Independent Director of the Company for a second terms of 2 consecutive years w.e.f 2^nd May, 2021 by the Shareholders of the Company at the 27^th AGM of the Company held on 27^th day of September, 2021, by way of Special Resolution.

Due to sudden and unexpected demise, the office of Shri Mahendra Kumar Doogar (DIN: 0031904) as Independent Director of the Company, has been vacated with effect from 4^th May, 2021.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed Regulation 16(1)(b) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and the same has been noted by the Board of Directors and in compliance with the Circulars dated 20^th June, 2018 issued NSE and BSE, the Company has also received a declaration from all the directors that they are not debarred from holding the office of Director by virtue of any SEBI order or by any other such statutory authority.

Presently, in terms of the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Shri Satish Kumar Agarwal, Chairman and Managing Director, Shri Sunil Kumar Agarwal and Shri Sachin Agarwal, Whole Time Directors of the Company, Shri Harish Kumar Agarwal, Chief Financial Officer and Shri Khem Chand, Company Secretary and Compliance Officer of the Company.

12. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Based on the recommendations of the Nomination & Remuneration Committee (NRC), the Board has approved the Nomination & Remuneration Policy for Directors, Key Managerial Personnel (‘KMPs'') and Senior Management Personnel of the Company. As part of the policy, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully and also the relationship between remuneration and performance is clear and meets appropriate performance benchmarks. The Company’s Policy for the appointment of Directors and KMPs and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company’s website at the web-link https://www.kamdhenulimited.com/ Financial-Results/Nomination-Remuneration-Policy_ Kamdhenu.pdf

Furthermore, if a person is sought to be appointed as an independent director, the policy seeks to ensure that the proposed appointee fulfills the criteria for independence as laid down under the Act and the SEBI Listing Regulations.

Remuneration (including sitting fees) for directors including Independent Directors, KMPs and senior management personnel, are drawn up in consonance with the tenets as laid down in the Nomination & Remuneration Policy which seeks to ensure that it is commensurate with the nature and size of the business and operations of the Company, the concerned individuals are remunerated (including sittings fees) in a manner which seeks to ensure that depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry and those chosen for such offices are people with the best of knowledge of talent and rich in experience.

In remunerating the Directors (in the case of executive directors), KMPs and Senior Management Personnel, meticulous planning and hard work goes into, while drawing up the remuneration packages, and it was ensured that the adequate compensation has been paid to the persons chosen, in line with the market standards and prevailing economic scenario and does not lead to any unfairness or imbalances in the overall remuneration structure of the Company across different hierarchical levels.

13. MEETINGS OF THE BOARD OF DIRECTORS.

During the year under review, 4 (Four) meetings of the Board of Directors of the Company were held. The details as to the dates of such meetings and the attendance of various directors of the Company thereat, have been provided separately in the Corporate Governance Report, forming the part of this Annual Report.

Additionally, a meeting of the Independent Directors of the Company was held on 19^th January, 2022, with the participation of all Independent Directors of the Company at the meeting.

14. CORPORATE GOVERNANCE

The Company since inception endeavors to follow corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company’s operations, performance, material corporate events as well as on leadership and governance matters relating to the Company.

Pursuant to the applicable regulation of SEBI Listing Regulations read with Schedule V thereto, a detailed report on Corporate Governance is included in this Annual Report. A Certificate certifying the Company’s compliance with the requirements of Regulations as set out in the SEBI Listing Regulations, taken from M/s. Chandrasekaran Associates, Practicing Company Secretaries, is attached to the report on Corporate Governance.

15. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Company’s management is always committed for pursuing their both the businesses i.e. Steel and Paint Business in an ethical and transparent manner

and Company believes in demonstrating responsible behavior while adding value to the society and the community, as well as ensuring environmental wellbeing from a long-term perspective.

In Compliance of Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report (BRR) of the Company, describing the initiatives taken by the Company from Environmental, Social and Governance perspective is being presented to the stakeholders and forms part of this Annual Report.

16. MANAGEMENT DISCUSSION & ANALYSIS (MDA)

In terms of the provisions of Regulation 34(2)(e) of the SEBI Listing Regulations, the Management''s Discussion and Analysis Report covering the performance and outlook of the Company is presented in a separate section forming part of this Annual Report.

17. DETAILS OF ESTABLISHMENT OF THE VIGIL MECHANISM/WHISTLE BLOWER POLICY

In line with the requirements under Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has in place a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide, a formal channel for all its Directors, employees and other stakeholders including customers to approach the Chairman of the Audit Committee and a path for making protected disclosures about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. Your Company hereby affirms that no person is denied access to the Chairman of the Audit Committee.

The Whistle-blower Policies and Company''s Code of Conduct encourage to promptly report any actual or possible violation of any event that he or she becomes aware of that could affect the business or reputation of the Company. This policy also includes ''reporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information (''UPSI'')'' as required in terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.

The Company affirms that no complaint has been received through the said mechanism which pertain to the nature of complaints sought to be addressed through this platform.

The Whistle Blower Policy is available on the website of the Company www.kamdhenu.com at the link https:// www.kamdhenulimited.com/Financial-Results/ Whistle-Blower-Policy_Kamdhenu.pdf

18. RISK MANAGEMENT POLICY

Pursuant to the Regulation 21 of the SEBI Listing Regulations, as amended upto date and in compliance of recent amendment as notified by SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, the Board of Directors of the Company at their meeting held on 21^st June, 2021 has constituted a Risk Management Committee, inter-alia to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, prepare the mitigation plan, on the basis of appropriate methodology, processes and systems.

The Risk Management Policy, has been drawn up based on a detailed assessment of the internal and external risk specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks, risks associated with the Steel and Paint business of the Company and also the risks which could emanate from un-anticipated and unprecedented situations, like for example the recent outbreak of Corona Pandemic and how to deal with the such risks. The Risk Management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

The policy has been uploaded on the website of the Company and can be accessed at the web link https:// www.kamdhenulimited.com/Financial-Results/Risk_ Management_Policy.pdf

19. INTERNAL FINANCIAL CONTROLS SYSTEMS & THEIR ADEQUACY

As per Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of

internal financial controls. The Company’s internal financial control systems are commensurate with its with size, scale, complexity of its operations and nature of its operations and such internal financial controls are adequate and are operating effectively. The internal control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies and prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company’s framework also includes entity-level policies, processes controls, IT general controls and Standard Operating Procedures (SOPs). The entity-level policies include code of conduct, conflict of interest, confidentiality and whistle blower policy and other policies such as organization structure, insider trading policy, HR policy, IT security policy.

These internal controls are, on yearly basis, reviewed by Auditors and the Audit Committee of the Company. The Company has carried out evaluation of design and effectiveness of these controls and has noted no significant material weaknesses or deficiencies was found that can impact financial reports.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in the future. The National Faceless Assessment Centre, Delhi has completed the Income tax Assessment for the AY 2018-19, on 24^th September, 2021 under Section 143(3) Read with Section 144B of the Income Tax Act, 1961 and in terms of the said assessment a demand notice by the Income Tax department under Section 156 of the Act was issued for an amount of '' 7,09,83,037/-. However, the Company has made an appeal to the said demand notice before the Commissioner of Income Tax (Appeal) on 24^th October, 2021 which is under process.

21. ANNUAL RETURN

In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Copy of Annual Return in Form MGT-7 as on 31^st March, 2022, is placed on the website of the Company at https://www.kamdhenulimited.com/annual-return.php

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for independence as laid down under Section 149(6) of the Act and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI Listing Regulations, as amended upto date ("Listing Regulations") (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties. (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Act which forms a part of the Company’s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

In opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including the proficiency) of all the Independent Directors on the Board.

23. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

With an aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly, a familiarization program has been designed for the Independent Directors. Pursuant to Regulation 25(7) of SEBI Listing Regulation, the Company makes detailed presentations to the Board including Independent Directors, on the Company’s operation and business plans, the nature of industry in which Company

operates, and model of respective businesses, major risks involved and risk management strategy of the Company. The Company also organized visits to plant and other necessary locations, from time to time, to enable Independent Directors, to understand the business of the Company in a better way.

The Independent Directors are made aware with their duties, role, responsibilities and liabilities at the time of their appointment/reappointment through a formal letter of appointment which stipulates various terms and conditions of their engagement apart from clarifying their roles and responsibilities.

Further, in line with the policy of the Company as framed in this regard and in compliance with the requirements of the SEBI Listing Regulations, a familiarization exercise for Independent Directors of the Company was carried out on 19^th January, 2022, wherein all the Independent Director have participated aptly. The details of Familiarization program imparted to the Independent Directors are available on the website of the Company and can be viewed at the web link: https://www.kamdhenulimited.com/Financial-Results/ Familarisation-Programme-for-Independent-Directors_ Kamdhenu.pdf

24. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEE AND INDIVIDUAL DIRECTORS.

In compliance with the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, as amended from time to time, the Board of Directors on annual basis evaluates the functioning of the Board, its Committees, Chairman and of the Individual Directors The Board as a whole and the committee thereof were being evaluated on various parameters including but not limited to their compositions, experience, qualifications, diversity, roles and responsibility of each and every directors towards Stakeholders, strategic participation, governance compliances, culture and dynamics and quality of relationship between Board Members and the Management.

The Individual Directors including the Chairman and Independent Directors are also evaluated on the basis of their qualifications, experience, knowledge and their competency and while evaluating the performance of each and every Director individually, the Board also give utmost check to their ability to work as

team, commitment towards the functions assigned, contribution and availability at Board Meeting and other business matters etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017 & by ICSI. The Chairman of the Company had one-to-one meeting with the Independent Directors and the Chairman of Nomination & Remuneration Committee had one-to-one meeting with the Executive and NonExecutive, Directors. These meetings were intended to seek inputs from all the directors on functioning/ effectiveness of the Board / Committee compositions and structure, effectiveness of Board/Committee processes, information and functioning etc and to provide feedback individually.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of other Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole. In the Board meeting that followed the meeting of the Independent Directors and the meeting of the NRC, the performance of the Board, its Committees, and individual directors were discussed.

The review concluded by affirming that the Board as a whole, the Committee(s), Chairman and the individual Director continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization.

25. STATUTORY AUDITORS & THEIR REPORT

M/s B S D & Co., Chartered Accountants (Registration no.: 000312S), Auditors of the Company, having in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, been appointed as the Statutory Auditors of the Company by the Shareholders of the Company at their Annual General Meeting held on 29^th September 2017, for a period of 5 consecutive years, so as to hold office as such from the conclusion of the 23^rd Annual General Meeting till the conclusion of the 28^th Annual General Meeting, continue as the

Auditors of the Company for the FY 2021-2022. The current tenure of M/s B S D & Co. Chartered Accountants, will expire at the conclusion of the ensuing 28^th Annual General Meeting. It would be pertinent to mention here that the M/s B S D & Co. Chartered Accountants, has showed their unwillingness for being appointed as Statutory Auditor for the second consecutive term of 5 years. Accordingly, the Company has approached M/s S.S. Kothari Mehta & Co. Chartered Accountants (Firm Registration No.000756N), for their appointment as Statutory Auditors of the Company for a period of 5 (Five) years, for the FY 2022-23 to 2026-27, so as to hold office from the conclusion of this 28^th AGM till the conclusion of 33^rd AGM of the Company. M/s S.S. Kothari Mehta & Co. Chartered Accountants, have submitted their consent for appointment and also a requisite certificate, pursuant to the provisions of Section 139 & 141 of the Companies Act, 2013, confirming eligibility & satisfaction of criteria for their appointment as Statutory Auditors of the Company. Upon the recommendation of Audit Committee, the Board recommends the appointment of M/s S.S. Kothari Mehta & Co. Chartered Accountants, at the ensuing 28^th Annual General Meeting for the approval of the Members of the Company. The necessary resolution seeking the approval for their appointment as the Statutory Auditors has duly been included in the notice of the ensuing 28^th Annual General Meeting along with brief credentials and other necessary disclosures required under the Act and the Regulations.

The report of the M/s B S D & Co., Chartered Accountants (Registration no.: 000312S), Statutory Auditors on Standalone & Consolidated Financial Statements for the FY 2021-22 forms part of the Annual Report which are self-explanatory and do not call for any further comment and the said report does not contain any qualification, reservation, disclaimer or adverse remark and they has not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

26. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act and rules made thereunder the Board of Directors and Regulation 24A of SEBI Listing Regulations

the Company had appointed M/s Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake its Secretarial Audit for the financial year ended 31^st March, 2022.

The Secretarial Audit Report for the financial year ended 31 ^st March, 2022 is annexed to this Annual Report as Annexure-A and does not contain any qualification, reservation, disclaimer or adverse remark.

27. COST AUDITORS AND THEIR REPORT

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant for its steel division. Cost records are prepared and maintained by the Company for its steel division as required under Section 148(1) of the Act.

The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s K. G. Goel & Associates, Cost Accountant as Cost Auditors for the FY 2022-23, on a remuneration as, mentioned in the notice of 28^th AGM.

A Certificate from M/s K. G. Goel & Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. The Cost Audit Report for FY 2021-22, does not contain any qualification, reservation, disclaimer or adverse remark. A resolution seeking Member’s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 28^th AGM and the same is recommended for your consideration and ratification. During the year under review, the Cost Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

28. COMMITTEES OF THE BOARD OF DIRECTORS

As on date of report, the Board of Directors has constituted 7 (Seven) committees, namely,

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Management Committee

• Preferential Allotment Committee

Details of composition of the Committees and the number of meetings held and attendance of various members at such meetings are provided in the Corporate Governance Report, which forms part of this Report.

29. AUDIT COMMITTEE

As at 31^st March, 2022 the Audit Committee comprised of four members out of which three are Independent Directors and one is Executive Director. Shri Madhusudan Agarwal, Independent Director is Chairman of the Committee and Shri Ramesh Chand Surana and Shri Ramesh Chandra Jain, Independent Directors and Shri Sunil Kumar Agarwal, Whole-time Director are the other members of the Committee. All the recommendations made by the Audit Committee, as to various matters, during the year under review, were accepted by the Board. A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review, is set out in the Corporate Governance Report, which forms a part of this Annual Report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The objective of the Company’s Corporate Social Responsibility initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders and society at large. Towards fulfilling its moral responsibility for the welfare and wellbeing of Society and in compliance with the requirements of the Companies Act, 2013, the Company has in place, a well-defined and well structured, Corporate Social Responsibility Policy (CSR Policy) as drawn up by the Corporate Social Responsibility Committee ("CSR Committee") and approved by the Board. The said Policy on Corporate Social Responsibility has been hosted on the website of the Company at https:// www.kamdhenulimited.com/Financial-Results/ CORPORATE-SOCIAL-RESPONSIBIUTY-POUCY.PDF Presently, the CSR Committee of the Company consists of three directors namely Shri Satish Kumar Agarwal, Chairman and Managing Director as Chairman of the Committee and Shri Sunil Kumar Agarwal, Whole-time

Director and Smt. Pravin Tripathi, Independent Director as other members of the CSR Committee. Further, after the closure of the financial year Smt Nishal Jain, has resigned from the Directorship of the Company and consequent upon her resignation ceased to be the member of the CSR Committee w.e.f 31^st May, 2022 and Smt. Pravin Tripathi was inducted as Independent Director on the Board of the Company and also appointed as member of the CSR Committee w.e.f 30^th May, 2022.

The Committee has been formed with the objective of implementing and monitoring the CSR Policy of the Company under the control and supervision of the Board of Directors. The Company has launched a new drive with the name and style "Green India" where in more than 12000 dealers and distributors are motivated to plant at least 5 saplings each year and nurture them to complete growth. In addition to the above initiative taken by the Company the other CSR programs were primarily implemented through Kamdhenu Jeevandhara Foundation, which mainly focus on the providing the basic education to unprivileged children and to organize camps, motivational programs, special skills for the differently abled person, across the country, in association with other social organizations. During the year under review, the Company was required to spend '' 36,79,707/- on CSR activities for the FY 2021-22, out of which '' 2,50,000/- was spent on activities as specified in clause III of Schedule VII i.e. by making contribution towards old age home and a rescue center set up by Earth Saviour Foundation (NGO) and for the remaining amount which was '' 34,29,707/-transferred to unspent CSR account, which shall be utilized on the on-going CSR project of the Company i.e. setting up Educational and Medical facilities at Bhiwadi, Rajasthan which could provide the benefit to the society at large. It may be noted that for setting up an on-going project at Bhiwadi, Rajasthan, the Company has made an application for allocation of land to Rajasthan State Industrial Development and Investment Corporation Limited (RIICO), at concessional rate which later on was rejected by the RIICO. Accordingly, the Company has made a revised application for allocation of land on reserved price, which at present is under examination. As the Company since its inception committed towards fulfilling its social and environmental responsibility, the said unspent CSR amount which was transferred into Unspent CSR Account will be fully utilized upon the allocation of land by RIICO.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (''the Act’) and the Rules framed thereunder, is annexed as an Annexure-B, to this report

31. COMPLIANCE WITH THE SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable Secretarial Standards as stipulated by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs (MCA).

32. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the FY 2021-2022, has been duly paid.

33. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-C and forms part of this Report.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

Your Company considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership and the Company has and will always focus that young talent is nurtured and mentored consistently and the rewards and recognition are commensurate with their performance and that employees have the opportunity to develop and grow themselves.

The statement of Disclosure of Remuneration under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules’), is annexed as Annexure-D and forms an integral part of this Report.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Securities and Exchange Board of India vide its sixth amendments dated 9^th November, 2021 had made amendments in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") which were effective from 1^st April , 2022. In due compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended read with Section 188 of the Companies Act, 2013 and the Rules 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, Board of Directors has in their meeting held on 2^nd February, 2022, has updated and formed meticulously policy on the Related Party Transaction including material transactions, which is to be followed in letter and spirit. The policy is available on the website of the Company at the web link: https://www.kamdhenulimited.com/ Financial-Results/Policy-for-determining-the-material RPT_Amended-02022022.pdf During the year under review all the related party transactions entered into by the Company were with made the prior approval of the Audit Committee. All such transactions were at an arms -length basis and in the ordinary course of business of the Company and detail of such transactions have been adequately described in the Note No.48 to the financial statements of the Company for the FY 2021-22, which form a part of the Annual Report.

During the year under review, the Company has not entered into any such transactions except as stated in the Financial Statements, with any person or entity belonging to the Promoters/Promoter group, which holds (alone or together) 10% or more of the shareholding in the Company, during the FY 2021- 22, without consent of the members.

The details of the transactions with the related parties are provided in the accompanying financial statements. The Company has not entered into any material related party transaction and all transaction entered into by the Company with related party were at arm’s length price in terms of the provision of Section 188 of the Companies Act, 2013 during the period under review. Accordingly, there were no transactions which

required to be reported in Form AOC-2 annexed as an Annexure-E as per the Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013.

36. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31^st March, 2022 the Company has 3 subsidiary Companies namely Kamdhenu Ventures Limited, Kamdhenu Colour and Coatings Limited and Kamdhenu Jeevandhara Foundation (Section-8 Company). During the year under review, the Company does not have any Joint venture or associate company In accordance with Section 129(3) of the Act and Indian Accounting Standard (IND As)-110 on Consolidated Financial Reporting, the Company has prepared its Consolidated Financial Statement along with all its subsidiaries, in the same form and manner, as that of the Company, which shall be laid before its ensuing AGM along with its Standalone Financial Statement. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended 31^st March, 2022, forms part of this Annual Report. Each quarter, the Audit Committee reviews the unaudited/ audited financial statements of subsidiary companies. Further, the committee periodically reviews the performance of subsidiary companies. The minutes of the board meetings of the unlisted subsidiary companies of the Company and significant transactions and arrangements, if any, entered into by all the unlisted subsidiary companies are placed before the board on a quarterly basis. The board is periodically apprised of the performance of subsidiary companies, including material developments, if any.

For the performance and financial position of each of the subsidiaries of the Company, included in its Consolidated Financial Statements, the Members are requested to refer to Note No. 53 of the Notes to the Accounts, of Consolidated Financial Statements of the Company and statement pursuant to first proviso to subsection (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 relating to Statement containing salient features of the financial statement of subsidiary has been attached as Annexure-F to this report and forms part of the financial statements in the prescribed Form AOC - 1. Further pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company at https://www.kamdhenulimited.com/ subsidiary-financials.php

37. HUMAN RESOURCES MANAGEMENT

The value of human assets has impact on all critical business decisions and its utilization directly affects the ability of the organizational assets to realize their optimum value. The Company’s human resource strategy is formulated considering people as its most valuable asset. Your Company puts best efforts in talent acquisition, talent retention, performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible human resource. Your Company nurtures a culture of trust and mutual respect in all its employees and seeks to ensure that company’s values and principles are understood by all and are the reference point in all people matters.

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Company remained at the forefront in the industry due to enthusiasm and continuous efforts of employees. Various measures have been introduced throughout the organization to improve productivity at all levels.

38. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company since inception, ensures gender equality and the right to work with dignity to all employees (permanent, contractual, temporary and trainees) of the Company and has been following a zero tolerance against sexual harassment of any person at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and in order ensure this in all its strictness, the Company has in place an Internal Complaints Committee, the constitution whereof, is in complete compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Sexual Harassment Policy of the Company has been effectively promoted and propagated an environment and culture in the Company which inculcates in the male employees, a spirit of utmost respect for the women workforce at every level. The Company has also formulated a set of standing orders which stipulate very harsh punitive measures against any employee found guilty of having or attempting to have sexually harassed a female employee, which without prejudice to the other actions taken against the offender, include immediate termination of his services. The fact that safety and security of the women workforce in the Company has been an area given the paramount importance in the Company explains why the Company can proudly boast or being among the safest work places for women in the Country.

As has been the case in the previous years, during the year under review as well, no complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, were received during the year under review.

39. CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in nature of business of the Company.

40. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI Listing Regulations, the Company has formulated the 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 the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board members and Senior Management Personnel and the code of conduct is available at the website of Company https://www. kamdhenulimited.com/Financial-Results/Code-of-Conduct-for-Senior-Management-Persinnel_ Kamdhenu.pdf

41. DECLARATION BY THE CHAIRMAN & MANAGING DIRECTOR

Shri Satish Kumar Agarwal, Chairman and Managing Director hereby affirm and declared that the Company

has obtained declaration from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the Code of Conduct for the Board members and Senior Management Personnel.

42. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Shri Satish Kumar Agarwal, Chairman & Managing Director and Shri Sunil Kumar Agarwal and Shri Sachin Agarwal, Whole Time Directors and Shri Saurabh Agarwal, Non-Executive Director* of the Company are related to each other within the meaning of the term "relative" as per Section 2(77) of the Companies Act, 2013 and SEBI Listing Regulations.

Except as stated above, none of the Directors are related to each other.

*Shri Saurabh Agarwal, was re-designated as Non-Executive & NonIndependent Director of the Company w.e.f 1^st June, 2022.

43. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief, confirms 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) 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 that period;

c) they have 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) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2021-2022.

44. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code"). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code

45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

46. GREEN INITIATIVE

The Company has implemented the "Green Initiative" to enable electronic delivery of notice/documents/annual reports to shareholders. The Annual Report for the FY 2021-22 and Notice of the 28^th Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/ Depository Participant(s).

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions setforth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 28^th AGM.

47. APPRECIATION

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company during the year under review. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, dealers, distributors, franchisee partners, vendors and other business associates for their continued support in the Company’s growth.

Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and members for their cooperation and support extended to the Company.

---

Mar 31, 2018

The Directors with pleasure, present their 24^th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Key highlights of the financial results of your Company prepared as per the Indian Accounting Standards ("Ind AS") for the financial year ended 31^st March, 2018 are as under

(Rs. in Lakhs)

Particulars	FY 2017-18	FY 2016-17
Revenue from Operations	1,18,732.52	86,772.83
Other Income	71.44	54.64
Total Revenue	1,18,803.96	86,827.47
Total Expenses	1,16,362.93	85,654.24
Profit before Tax	2,441.03	1,173.23
Tax Expenses	874.28	362.93
Profit After Tax	1,566.75	810.30
Total Comprehensive Income	1,541.49	811.86
Paid up Capital	2,340.00	2,340.00

2. DIVIDEND

The Board has recommended a dividend of Rs.1/- per equity share of Rs.10 each fully paid up (10% of face value) for Financial Year 2017-18.

The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

The dividend, if declared in the Annual General Meeting, shall be paid on or before 23^rd October, 2018.

3. GENERAL RESERVES

The Company has not transferred any amount to the General Reserve for the financial year ended 31^st March, 2018.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THIS REPORT

Your Directors would like to inform that no material changes and commitments have occurred between the end of the financial year under review and the date of this report that may adversely affect the financial position of the Company.

5. OPERATING RESULTS AND BUSINESS OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY.

The Company has earned Revenue from Operations of Rs.1,18,732.51 Lakhs during the financial year 2017-18 registering a growth of 37% compared to last year.

Profit after tax increased by 93% to Rs.1,566.75 Lakhs in the financial year 2017-18 compared to Rs.810.30 Lakhs in the financial year 2016-17 inspite of adverse market conditions.

The tax expenses of the Company for current year are Rs.874.28 Lakhs as compared to Rs.362.93 Lakhs in the previous year which comprises current year tax, deferred tax and earlier year tax.

The earnings per share for the year is Rs.6.70 as against Rs.3.46 in the previous year.

For details, please refer Management Discussion and Analysis which forms part of this report.

6. HUMAN RESOURCES DEVELOPMENT

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

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

During the financial year 2017-18, the Company has implemented the Kamdhenu Employee Stock Option Scheme 2017 and allotted 6,15,000 Options to eligible employees as per the scheme against which the employees shall be allotted equal number of equity shares in next 4 years.

The 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

At Kamdhenu, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. At Kamdhenu, every individual is expected to treat his/her colleagues with respect and dignity. The Direct Touch (Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment. The Company also has in place ‘Prevention of Sexual Harassment Policy''. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year:

- Number of complaints received: Nil

- Number of complaints disposed off: NA

8. DOCUMENTS PLACED ON THE WEBSITE (WWW.KAMDHENULIMITED.COM)

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

- DETAILS OF UNPAID DIVIDEND AS PER IEPF (UPLOADING OF INFORMATION REGARDING UNPAID AND UNCLAIMED AMOUNTS LYING WITH COMPANIES) RULES, 2012

- FINANCIAL STATEMENTS OF THE COMPANY ALONG WITH RELEVANT DOCUMENTS AS PER SECTION 136(1) OF THE COMPANIES ACT, 2013

- CODE OF CONDUCT AND WORK PLACE ETHICS

- CODE OF CONDUCT FOR BOARD MEMBERS & SENIOR MANAGEMENT PERSONNEL

- CODE OF PRACTICES & PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

- CODE OF CONDUCTTO REGULATE, MONITOR AND REPORT,

TRADING BY INSIDERS

- RISK MANAGEMENT POLICY & PROCEDURES

- NOMINATION AND REMUNERATION POLICY

- POLICY ON RELATED PARTY TRANSACTIONS

- WHISTLE BLOWER POLICY & VIGIL MECHANISM

- POLICY ON SEXUAL HARASSMENT OF EMPLOYEES

- CORPORATE SOCIAL RESPONSIBILITY POLICY

- BOARD DIVERSITY POLICY

- FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

- ARCHIVAL POLICY

- POLICY ON PRESERVATION OF DOCUMENTS

- POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS AND INFORMATION

- THE TERMS AND CONDITIONS OF APPOINTMENT OF THE INDEPENDENT DIRECTORS OF THE COMPANY

- APPOINTMENT LETTER OF INDEPENDENT DIRECTORS

9. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailed report on Corporate Governance, together with Auditors'' Certificate thereon and Management Discussion and Analysis form part of the Annual Report as Annexure-V & VI.

10. STATUTORY AUDITOR''S, SECRETARIAL AUDITOR''S AND COST AUDITOR''S REPORT

STATUTORY AUDITOR''S & THEIR REPORT

M/s B S D & Co, Chartered Accountants, (ICAI Firm Registration No. 000312S) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 29^th September, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Board recommends the same for ratification by shareholders at the ensuing Annual General Meeting for his rest tenure(i.e. till the conclusion of 28^th Annual General Meeting).

The Board has duly examined the Statutory Auditors’ Report to the accounts for the Financial Year 2017-18, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report. The Report does not contain any qualification, reservation, disclaimer or adverse remark.

No fraud have been reported under Section 143(2) of the Act by the Auditors of the Company.

COST AUDITORS AND THEIR REPORT

The Company has received the consent and eligibility certificate that the appointment if made shall be in accordance with the provision of Section 148 of the Companies Act, 2013. Accordingly the Board, on the recommendation of the Audit Committee has approved the appointment of M/s K. G. Goel & Associates, Cost Accountants, as Cost Auditors, for the financial year ending 31^st March, 2019. The Cost Auditors will submit their report for the financial year ending 31^st March, 2019 on or before the due date.

Since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for ratification by shareholders at the ensuing Annual General Meeting.

SECRETARIAL AUDITORS AND THEIR REPORT

The Company had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct its Secretarial Audit for the financial year ended 31^st March, 2018. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure-IV to this report.

I n compliance with Section 204 of the Act, the Company has re-appointed M/s Chandrasekaran Associates, Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2018-19.

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

The particulars as prescribed in terms of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy , technology absorption and foreign exchange earnings and outgo, to the extent possible in opinion of your directors, and forming part of this Report is given in Annexure-I to this Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted the Corporate Social Responsibility (CSR) Committee of the Board of Directors. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Report. The CSR Policy as recommended by the CSR Committee and approved by the Board of Directors in pursuance of the provisions of Companies Act, 2013 is uploaded on website https://www.kamdhenulimited.com/Financial-Results/CSR-Policy.pdf.

Further the Annual Report on CSR activities in pursuance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, describing inter-alia the initiatives taken by the Company in implementation of its CSR Policy is enclosed as Annexure-II and forms part of this Report.

13. 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. After convening 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 nonindependent directors and performance of the Board Chairman.

14. 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.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Satish Kumar Agarwal and Shri Sunil Kumar Agarwal, directors retiring by rotation in the ensuing Annual General Meeting, being eligible, offered themselves for their reappointment. Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing Annual General Meeting.

The Company in its annual general meeting held on 27^th September, 2016, approved the appointment of Shri Satish Kumar Agarwal, Shri Sunil Kumar Agarwal, Shri Saurabh Agarwal and Shri Sachin Agarwal as Whole Time Directors of the Company for a term of three years.

Besides this, there was no change in the composition of the Board of Directors during the year.

16. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY''S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, there is no such company which has become or ceased to be Company''s subsidiary, joint venture or associate company.

The Company is not a subsidiary of any other Company.

17. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and future operations of the Company.

18. CHANGE IN NATURE OF BUSINESS

During the year there is no change in nature of business of the Company under review

19. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 and the Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

a. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year ended 31^st March, 2018

Sr. No.	Name of Director	Designation	Ratio
1.	Shri Satish Kumar Agarwal	Chairman & Managing Director	29.8266
2.	Shri Sunil Kumar Agarwal	Whole Time Director	28.9021
3.	Shri Saurabh Agarwal	Whole Time Director	279777
4.	Shri Sachin Agarwal	Whole Time Director	279777
5.	Shri Mahendra Kumar Doogar	Independent Director	1.0477
6.	Shri Radha Krishna Pandey	Independent Director	0.8474
7.	Shri Ramesh Chand Surana	Independent Director	0.5855
8.	Smt. Nishal Jain	Independent Director	0.5547

*Median Salary (Annual) of employees for the Financial Year 2017-18 is Rs.3,24,516/-.

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 ended 31^st March, 2018.

Sr. No.	Name of Director/KMP	Designation	% Increase in remuneration
1.	Shri Satish Kumar Agarwal	Chairman & Managing Director	38.69
2.	Shri Sunil Kumar Agarwal	Whole Time Director	37.95
3.	Shri Saurabh Agarwal	Whole Time Director	42.33
4.	Shri Sachin Agarwal	Whole Time Director	42.33
5.	Shri Mahendra Kumar Doogar	Independent Director	11.48
6.	Shri Radha Krishna Pandey	Independent Director	0.00
7.	Shri Ramesh Chand Surana	Independent Director	(17.39)
8.	Smt Nishal Jain	Independent Director	50.00
9.	Shri Harish Kumar Agarwal	Chief Financial Officer	29.06
10.	Shri Jogeswar Mohanty	Company Secretary	8.67

c. The percentage increase in the median remuneration of employees in the financial year ended 31^st March, 2018 is 8.04.%.

d. The number of permanent employees on the rolls of company as on 31^st March, 2018 are 744.

e. 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 FY 2017-18 was 7.08 %. Percentage increase in the managerial remuneration for the year was 39.08%.

f. 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.

Particulars of Employees pursuant to the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(2) &5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr. No.	Name	Age (Years)	Designation	Monthly Remuneration o	Qualification	Experi ence (Yeas)	Date of commencement of Employment	Last Employment held/ Desgnation/ Period	Nature of employment whether contractual or otherwise	Percentage of equity shares held in the Company	Whether the employee is relative of any director or manager of the Company and if or, name of such director or manager
1.	Shri Satish Kumar Agarwal	68	Chairman & Managing Director	5,81,600	B.E. (Mechanical)	46 Years	12.09.1994	Vikas Refractories Private Limited, Managing Director, 12 Years	As per appointment letter/Board resolution	5.48	1. Father of Shri Saurabh Agarwal &Shri Sachin Agarwal 2.Brother of Shri Sunil Kumar Agarwal
2.	Shri Sunil Kumar Agarwal	60	Whole Time Director	5,66,600	B.E. (Chemical)	32 Years	01.01.2003	Family Business	As per appointment letter/Board resolution	5.54	Brother of Shri Satish Kumar Agarwal
3.	Shri Saurabh Agarwal	43	Whole Time Director	5,31,600	B.E. (Mechanical)	18 Years	01.08.1998	NA	As per appointment letter/Board resolution	2.46	1. Son of Shri Satish Kumar Agarwal 2. Brother of Shri Sachin Agarwal
4	Shri Sachin Agarwal	39	Whole Time Director	5,31,600	B.Tech. (Industrial Engineering & Management) MBA	14 Years	01.04.2004	NA	As per appointment letter/Board resolution	2.88	1.Son of Shri Satish Kumar Agarwal 2.Brother of Shri Saurabh Agarwal
5.	Shri Raj Kumar Srivastava	48	National Head -Marketing	5,21,033	B.Com -1989	24 Years	01.09.2007	16 Years experience in Acro Paints as Factory Manager.	Permanent	NIL	NO
6.	Shri Harish Kumar Agarwal	50	CFO &Head-Legal	2,29,965	B.Com,C.A-1993	26 Years	01.07.2006	Worked with Penam Laboratories Limited as GM-Finance for 8 Years.	Permanent	NIL	NO

Sr. No.	Name	Age (Years)	Desgnation	Monthly Remuneration o	Qualification	Experi ence (Yeas)	Date of commencement of Employment	Last Employment held/ Desgnation/ Period	Nature of employ-mentwhether contractual or otherwise	Percentage of equity shares held in the Company	Whether the employee is relative of any director or manager of the Company and if or, name of such director or manager
7.	Ms. Nisha Adlakha	33	Global Business Head	2,00,137	M.B.A(Finance & Marketing)	11 Years	16.03.2018	Country Manager(Sales & Operation) Graphenstone, Spain	Permanent	NIL	NO
8.	Smt. Vipil Agarwal	47	GM - Business Development	1,92,133	M.A., B.Ed	14 Years	01.08.2006	Free lancer	Permanent	NIL	NO
9.	Shri Vijay Kishore Asthana	46	D.G.M -Sales & Marketing	1,79,269	PGDM - Sales & Marketing- 1995	21 Years	12.07.2013	Worked with Esdee Paints Limited as GM-Sales & Marketing for 6 years	Permanent	NIL	NO
10.	Shri Puneet Kumar	44	D.G.M -Sales & Marketing	1,60,671	PGDBM FROM IMT -2010	21 Years	04.10.2011	Worked with Berger Paints as Sr. Technical Officer for 3 Years	Permanent	NIL	NO

Employed throughout the year and in receipt of remuneration not less than Rs.102 Lakh	NIL
Employed for part of the year and in receipt of remuneration not less than Rs.8.50 Lakh per month.	NIL
Employees in the Company who employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the eauity shares of the Company	NIL

20. EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company''s provided under Sub-Section (3) of Section 92, 134(3) (a) and Rule 12 of Companies (Management And Administration) Rules, 2014 of the Companies Act, 2013 in the prescribed Form MGT-9 is enclosed as Annexure-111 to this report.

21. COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

The Board of Directors met five (5) times during the previous financial year. As on 31^st March, 2018, the Board has 8 (Eight) committees, namely,

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Borrowing Committee

- Corporate Social responsibility Committee

- Allotment Committee

- Share Transfer committee

- Management Committee

All the recommendations made by committees of Board were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during Financial Year 2017-18 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Annual Report.

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from Shri Mahendra Kumar Doogar, Shri Radha Krishna Pandey, Shri Ramesh Chand Surana and Smt. Nishal Jain, Independent Non Executive Directors of the Company under Section 149(7) of the Companies Act, 2013, that he/she continue to meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

23. COMPANY''S POLICY OF DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on Director''s appointment and remuneration including criteria for determining aualifications, positive attributes, independence of a director and other matters provided under section 178 (3) of the Act are available in website of the Company under the heading investor zone at www.kamdhenulimited.com. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return in Form MGT-9 enclosed as Annexure-III to this Report.

We affirm that remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Nomination and Remuneration Policy as approved and adopted by Nomination and Remuneration committee and the Board of Directors of the Company, enumerating the criteria laid down for appointment, evaluation and remuneration of Directors and key managerial personnel, determining aualifications, positive attributes and independence of Directors and/or key managerial personnel, is available in the website of Company https:// www.kamdhenulimited.com/Financial-Results/Nomination-Remuneration-Policy.pdf.

24. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI (Listing Obligations and Disclosure Reauirements) Regulations, 2015, the 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 the members of the Board 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.

25. 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Reauirements) regulations, 2015. Details given in Corporate Governance Report forming part of this report.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not made any loans or, guarantee, or provided any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013 read with Rules made thereunder.

27. TRANSACTIONS WITH RELATED PARTIES

The Company has not entered into any transaction with related party as mentioned in Section 188 of the Companies Act, 2013. Accordingly, there is no transaction which required to be reported in Form AOC-2.

28. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has in place adequate tools, procedures and policies, ensuring orderly and efficient conduct of its business,including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors,accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. A brief note on information about internal financial control systems and its adequacy is set out in the Management Discussion & Analysis Report which forms part of this Annual Report.

29. 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.

30. ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A note on the familiarization programme adopted by the Company for orientation and training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Annual Report.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Code of Conduct and vigil mechanism applicable to Directors and Senior Management of the Company is available on the Company''s web site https://www.kamdhenulimited. com/Financial-Results/Whistle-Blower- Policy.pdf.

A brief note on the highlights of the Whistle Blower Policy and compliance with Code of Conduct is also provided in the Report on Corporate Governance, which forms part of this Annual Report.

32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NONEXECUTIVE DIRECTORS

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

33. THE COMPANY HAS COMPLIED WITH THE PROVISIONS OF SECRETARIAL STANDARD ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Companies Act, 2013 has made it compulsory for every company to comply the two secretarial standards (SS) issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118 (10) of the Companies Act, 2013 with respect to board meetings (SS-1) and general meetings (SS-2). The Company has complied with provisions of Secretarial Standards during the year under review.

34. DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, 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 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;

e) The directors, in 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 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.

35. ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors stockists, dealers, business partners, franchisee units and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co- operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

BY ORDER OF THE BOARD OF DIRECTORS

(Satish Kumar Agarwal)

Chairman & Managing Director

DIN:00005981

(Sunil Kumar Agarwal)

Whole Time Director

DIN:0005973

Place: Gurugram

Date: 28^th May, 2018

---

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ended March 31,2016.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Rs. In Lacs

Particulars	2015-16	2014-15
Gross Sales and Operating Revenues	88537.93	101107.94
Net Revenue from Operations	84118.74	96799.32
Other Income	47.93	38.05
Total Revenue	84166.67	96837.37
Total Expenses	82925.76	95647.36
Profit before Tax	1240.91	1190.01
Tax Expenses	426.37	387.35
Profit After Tax for the year	814.54	802.66
Appropriations
Proposed Dividend	163.80	163.80
Tax on Proposed Dividend	33.35	33.35
Paid up Capital	2340	2340

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 fully paid-up of the Company for the financial year 2015-16. The total cash outflow on account of dividend on equity shares for the financial year 2015-16 would aggregate to Rs.197.15 Lacs including Dividend Distribution Tax. The dividend, if declared in the Annual General Meeting, shall be paid on or before 27th October, 2016.

3. TRANSFER TO RESERVES

During the financial year 2015-16, 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 during the financial year 2015-16 of the company to which the financial statement relates and the date of this report.

5. OPERATING RESULTS AND BUSINESS OPERATIONS

The Company has achieved gross Sales and Operating Revenues of Rs.88538 Lacs during the financial year 2015-16 registering a decline of 12% compared to last year. Decline in revenues is mainly on account of decrease in the selling price of steel products.

The operating profit (profit after tax) increased by 1.5% i.e. Rs.815 Lacs in financial year 2015-16 compared to Rs.803 Lacs in financial year 2014-15 inspite of adverse market conditions.

The yearly sale under steel division has been declined by 19% as compared to the previous year as the total sales have been declined to Rs.68468 Lacs from Rs. 84607 Lacs mainly due to fall in selling prices.

Despite cut throat competition from the big players in the market, the yearly turnover of paint division of the Company registered a growth of 22% as compared to the previous year and touched to Rs.20005 Lacs from Rs.16413 Lacs in previous year. The company has been constantly involved in establishing the extensive marketing network, brand promotion, lucrative discount and rebate schemes to further enhance the performance of paints division of the company. 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. 66 Lacs during the financial year under review as against Rs. 87 Lacs previous year resulting decline by 24%. The decline in revenue is due to continuous break down of the wind turbines and local security problems which has already been rectified by the AMC agency.

Overall Gross block as at 31 st March, 2016 has increased to Rs.7817 Lacs as compared to Rs.7409 Lacs as at 31st March, 2015. Addition to gross block is mainly on account of acquisition of tinting machines in the paint division and additions in plant and machinery.

The tax expenses of the Company for current year are Rs.426 Lacs as compared to Rs.387 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.3.48 as against Rs.3.43 in the previous year.

6. HUMAN RESOURCES DEVELOPMENT

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

As a result, KAMDHENU HR function has strengthened its impact in its day-to-day functioning, and is raising its bar of excellence to ensure timely availability of necessary talent and capabilities and engage and help talent to perform sustainably.

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 there under. During the financial year 2015-16, the Company has not received any complaints on sexual harassment and also, no complaint is pending on sexual harassment.

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

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

- Details of unpaid dividend as per IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012

- 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 Schedule IV.

9. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance Report and Management Discussion and Analysis report are attached and form part of the Annual 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:

a) In the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards have been followed and there are no material departures;

b) we 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;

c) we 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;

d) we have prepared the annual accounts on a going concern basis;

e) we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

11. STATUTORY AUDITORS'', SECRETARIAL AUDITORS¹ AND COST AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers in the Statutory Auditors'', Secretarial Auditors'' and Cost Auditors'' Reports.

12. CONSERVATION OF ENERGY, 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 as 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 and Annual Report on CSR activities have been disclosed in Annexure-ll 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. After convening the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the N RC 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 KEYMANAGERIALPERSONNEL

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

Besides this, there was no change in the composition of the Board of Directors during the year.

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

During the year, there is no such company which has become or ceased to be Company''s subsidiary, joint venture or associate company under review.

18. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, 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 BUSINESS

During the year there is no change in nature of business of the Company 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 2016-17. The Company has received a letter dated May 10,2016 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

The information required under Section 197 of the Act and the Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company,

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year2015-16:

S.No.	Name of Director	Designation	Ratio to Median Remuneration
1.	Mr.Satish Kumar Agarwal	Chairman & Managing Director	18.32
2.	Mr.Sunil Kumar Agarwal	Whole Time Director	17.91
3.	Mr.Saurabh Agarwal	Whole Time Director	16.79
4.	Mr.Sachin Agarwal	Whole Time Director	16.79
5.	Mr.Mahendra Kumar Doogar	Independent Director	0.75
6.	Mr.Radha Krishna Pandey	Independent Director	0.58
7.	Mr.Ramesh Chand Surana	Independent Director	0.73
8.	Mrs.Nishal Jain	Independent Director	0.31

’Median Salary (Annual) of employees for the Financial Year 2015-16 is Rs.2,94,768/-.

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 2015-16:

S.No.	Name of Director	Designation	% Increase in remuneration
1.	Mr.Satish Kumar Agarwal	Chairman & Managing Director	35.70
2.	Mr.Sunil Kumar Agarwal	Whole Time Director	34.72
3.	Mr.Saurabh Agarwal	Whole Time Director	34.54
4.	Mr.Sachin Agarwal	Whole Time Director	34.54
5.	Mr.Mahendra Kumar Doogar	Independent Director	91.30
6.	Mr.Radha Krishna Pandey	Independent Director	30.77
7.	Mr.Ramesh Chand Surana	Independent Director	258.33
8.	Mrs.Nishal Jain	Independent Director	80.00
9.	Mr.Harish Kumar Agarwal	Chief Financial Officer	8.32
10.	Mr. Jogeswar Mohanty	Company Secretary	24.96

c. The percentage increase in the median remuneration of employees in the financial year 2015-16 is 6.43%.

d. The number of permanent employees on the rolls of company as on 31st March, 2016 are 655.

e. The explanation on the relationship between average increase in remuneration and company performance: On an average, employees received an increase of 17.02% 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 financial year 2015-16 (Aggregated)	2,30,69,276
Revenue from operations	841,18,74,402
Remuneration (as % of revenue)	0.27%
Profit before tax (PBT)	12,40,91,559
Remuneration (as % of PBT)	18.59%

g. Variations in the market capitalization 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 16	As at 31st Mar 15	Variation
Closing rate of share at BSE	Rs.	44.50	41.90	6.20%
EPS (Consolidated)	Rs.	3.48	3.43	1.48%
Market Capitalization	Rs. in Lac	10413	9805	6.20%
Price Earnings ratio(PE Ratio)	ratio	12.79	12.22	4.66%

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 2015-16 was 17.02%. Percentage increase in the managerial remuneration for the year was 32.17%.

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

Name of KMP	Designation	Remuneration in Rs.	Revenue in Rs.	Remuneration (as % of revenue)	Profits before tax (PBT) in Rs.	Remuneration (as % of PBT)
Mr.Satish Kumar Agarwal	CMD	54,00,000	885,37,92,746	0.0609	12,40,91,559	4.3516
Mr.Sunil Kumar Agarwal	WTD	52,80,000	885,37,92,746	0.0596	12,40,91,559	4.2549
Mr.Saurabh Agarwal	WTD	49,50,000	885,37,92,746	0.0559	12,40,91,559	3.9889
Mr.Sachin Agarwal	WTD	49,50,000	885,37,92,746	0.0559	12,40,91,559	3.9889
Mr.Harish Kumar Agarwal	CFO	17,28,260	885,37,92,746	0.0195	12,40,91,559	1.3927
Mr.Jogeswar Mohanty	CS	7,61,016	885,37,92,746	0.0086	12,40,91,559	0.6133

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

I. 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.

The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company, is as follows:-

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.

NIL

Employees in the Company who employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company

NIL

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”) in the prescribed Form MGT-9 is enclosed as Annexure III to this report.

23. NUMBER OF MEETINGS OF THE BOARD

Four (4) meetings of the Board of Directors of the Company were held during the year. For details of the meetings, please refer to the Corporate Governance Report, which forms part of the Annual Report.

24. INDEPENDENT DIRECTORS'' DECLARATION

The Company has received necessary declaration from Mr. Mahendra Kumar Doogar, Mr. Radha Krishna Pandey, Mr. Ramesh Chand Surana and Mrs. Nishal Jain, Independent Directors of the Company under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

25. COMPANY''S POLICYOF 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 available in website of the company under the heading investor zone at www.kamdhenulimited.com. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return in Form MGT-9 enclosed as Annexure-lll to this Report.

We affirm that remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

26. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 the members of the Board 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 SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015. Details given in Corporate Governance Report forming part of this report.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not made any loans or, guarantee, or provided any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013 read with Rules made there under.

29. TRANSACTIONS WITH RELATED PARTIES

The Company has not entered into 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. INTERNALCONTROLSYSTEMANDTHEIRADEQUACY

The information about internal control systems and their adequacy 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 adequate safeguards against victimization of directors and employees of the Company. For details, please refer to the Corporate Governance Report attached to the Annual Report.

34. 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.

35. ACKNOWLEDGMENTS

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

Dated: 27.05.2016 (Satish Kumar Agarwal) (Sunil Kumar Agarwal)

Place: New Delhi Chairman & Managing Director Whole Time Director

DIN - 00005981 DIN - 00005973

---

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

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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

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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

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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