Directors Report of Shri Keshav Cements & Infra Ltd.

Mar 31, 2025

The Directors have a pleasure in presenting you the 32^nd Annual Report on the
business and operations of the Company along with Audited Financials for the year
ended as on 31^st March, 2025.

1. Financial Results:

Financial Results of the Company
for the year under review along
with the figures for previous year
are as follows:

	For the	For the
Particulars	Year ended	Year ended
	on 31st	on 31st
	March,2025	March,2024
Revenue from Operations	12,145.34	12,644.82
Other Income	314.59	254.00
Total Income	12,459.93	12,898.82
Less: Expenses	12,630.09	11,644.01
Profit before Exceptional items & Tax	(170.16)	1,254.82
Add: Exceptional items	-	(242.57)
Less: Tax Expense 1. Current Tax 2. Tax related to	-	176.86
earlier years 3. Deferred tax	4.10	41.44
(credit)/charge	442.59	(118.56)
Profit/ (loss) for the year	(616.85)	912.50
Total other comprehensive income, net of tax	(4.61)	(4.88)
Total comprehensive income, for the year	(621.46)	907.62
EPS (Basic)	(3.52)	5.84
EPS (Diluted)	(3.52)	5.84

2. State of Affairs of the Company:

The Company is principally
engaged in the business of
manufacturing of cement of
different grades and is marketing
its product under the brand name
“Keshav Cement” and “Jyoti
Cement” and has also diversified

its business in Green Energy
through Solar Power Generation.
All of these business activities are
carried out by the Company
majorly in the Northern Parts of
Karnataka.

The business performance of the
Company has been discussed in
detail in the Management
Discussion and Analysis Report
attached separately as Annexure
-I and forming part of this report
and the Financial Statements are
also attached separately forming
part of this Report.

3. Dividend:

The Board of Directors of the
Company, after considering the
financial and non-financial
factors prevailing during the
financial year 2024-25 and the
continuous expansion activities
carried/proposed to be carried
out by the company, have
therefore decided not to
recommend dividend for the
financial year 2024-25.

4. Transfer of unpaid and
unclaimed amount to IEPF:

Pursuant to the provisions of
Section 124(5) of the Companies
Act, 2013, the dividend & Refund
of share application money due

for refund which remains unpaid
or unclaimed for a period of seven
years from the date of its transfer
to unpaid/unclaimed amount is
required to be transferred by the
company to Investor Education
and Protection Fund (IEPF),
established by the Central Govt.
under the provisions of Section
125 of the Companies Act, 2013.

The Company has transferred Rs.
4,45,269/- from its Unpaid
Dividend Account to the Investor
Education and Protection Fund
(IEPF) and 96,715 Equity Shares
of the shareholders who have not
claimed any Dividend for a period
of seven years with respect to the
Unpaid/Unclaimed Dividend of
the Financial Year 2016-17, as
declared at the AGM held on 28^th
September, 2017. The said details
are available on the website of the
Company at

www.keshavcement.com. In order
to reclaim the shares, the
Shareholders are requested to
follow the procedure as provided
under the IEPF Rules.

5. Reserves:

The Company does not propose to
transfer any amount to the General
Reserves for the FY 2024-25.

6. Share Capital:

The Authorized Equity Share
Capital of the Company as on 31^st
March, 2025 was Rs.
25,00,00,000/- (Rupees Twenty
Five Crores) and the Paid-up
Equity Share Capital was Rs.

17,51,27,520/- (Rupees Seventeen
Crore Fifty One Lakhs Twenty
Seven Thousand Five Hundred
and Twenty Only).

A. Buy Back of Securities.

The Company has not bought back
any of its securities during the
year under review.

B. Details of issue of Sweat
Equity Shares.

The Company has not issued any
Sweat Equity Shares during the
year under review.

C. Disclosure in respect of
voting rights not exercised
directly by the employees in
respect of shares to which the
scheme relates.

There are no such cases arisen
during the year under review.

D. Details of Issue of Equity
Shares with Differential Rights.

The Company has not issued any
Equity Shares with differential
rights during the year under
review.

E. Bonus Shares.

No Bonus Shares were issued
during the year under review.

F. Employees Stock Option Plan.

The Company has not issued any
stock options during the year
under review.

G. Details of Rights issue.

During the year under review, the
company has not issued any rights
issue.

7. Finance:

Cash and cash equivalent as at
31^st March, 2025 was Rs. 21.33
Lakhs. The Company continues to
focus on judicious management of
its working capital. Receivables,
inventories and other working
capital parameters were kept
under strict check through
continuous monitoring.

8. Change in the nature of
business, if any:

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

Material changes and

commitments, if any, affecting
the financial position of the
company which has occurred
between the end of the financial
year of the company to
which the financial

statements relate and the date
of the report:

There are no significant and
material changes and

commitments affecting the
financial position of the company
which have occurred between the
end of the financial year of the
company to which the financial
statements relate and the date of
the report.

9. Details of Subsidiary/Joint

Ventures/Associate Companies:

The Company does not have any
Subsidiaries/Joint Ventures/

Associate Companies.

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

The Auditors have not reported
any matter under Section 143(12)
of the Companies Act, 2013.

The Statutory Auditors have not
reported any incident of fraud to
the Audit Committee of the
Company in the year under review

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

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

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

Your Company has deployed
adequate Internal Control
Systems, in the place to ensure a
smooth functioning of its business.
The processes and systems are
reviewed constantly and improved
upon to meet the changing
business environment. The Control
Systems provide a reasonable
assurance of recording the
transactions of its operations in all
material aspects and of providing
protection against misuse or loss

of Company''s assets. The Internal
Auditor’s periodically reviews the
internal control systems, policies
and procedures for their adequacy,
effectiveness and continuous
operation for addressing risk
management and mitigation
strategies.

13. Particulars of Loans, Guarantees
or Investments:

During the Financial year, the
company has granted inter¬
corporate loans to various entities
and the Loans so granted fall
within the limits provided under
Section 186 of the Companies Act,
2013.

14. Performance and financial

position of each of the
subsidiaries, associates and joint
venture companies included in
the consolidated financial

statement:

Disclosure under this head is not
applicable as the Company does
not have any Subsidiaries /
Associate Companies / Joint
Venture Companies.

15. Vigil Mechanism / Whistle
Blower Policy:

Pursuant to the provision of
Section 177(9) of the Companies
Act, 2013 the Company had
established a vigil mechanism for
directors and employees to report
concern of unethical behavior,
actual or suspected fraud or

violation of the Company''s code of
conduct.

The Company has a vigil
mechanism in place through its
Whistle Blower Policy, which
provides a platform to disclose
information without fear of reprisal
or victimization, where there is
reason to believe that there has
been serious malpractice, fraud,
impropriety, abuse or wrong doing
within the Company. The detail of
the Whistle Blower Policy is also
posted on the website of the
Company.

16. Disclosure as required under
Section 22 of Sexual Harassment
of Women at Workplace
(Prevention, Prohibition and

Redressal) Act, 2013:

Your Company has a Policy on
Prohibition, Prevention and

Redressal of Sexual Harassment of
Women at Workplace and matters
connected therewith or incidental
thereto covering all the aspects as
contained under the “The Sexual
Harassment of Women at

Workplace (Prohibition, Prevention
and Redressal) Act, 2013”. The
following is a summary of sexual
harassment complaints received
and disposed of during the
financial year ending March 31,
2025:

Number of complaints received:
NIL

Number of complaints disposed of:
NIL

17. Development & Implementation
of Risk Management Policy:

The Company has developed and
implemented the Risk

Management Policy. The objective
of this policy is to ensure
sustainable business growth with
stability promote a pro-active
approach in reporting, evaluating
and resolving risks associated with
the business, establish a

framework for the company’s risk
management process and to
ensure its implementation, enable
compliance with appropriate
regulations through the adoption
of best practice and to assure

business growth with financial
stability.

18. Familiarization Programme:

The Company has put in place an
induction and familiarization

programme for all its directors
including the Independent

Directors. The familiarization

programme for Independent
Directors in terms of provisions of
Regulation 46(2)(i) of Listing
Regulations, is uploaded on the
website of the Company:-
www.keshavcement.com.

19. Board Meetings:

During the Financial Year 2024¬
25, 5 (Five) Board Meetings, 4
(Four) Audit Committee Meetings,
3 (Three) Nomination &
Remuneration Committee Meetings
and 4 (Four) Stakeholder
Relationship Committee Meetings
were convened and held. The

details of the same are given under
the Corporate Governance Report
forming part of this Report.

20. Public Deposits:

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

21. Extract of the Annual Return:

Pursuant to Section 92(3) of the
Companies Act, 2013, and Rule
12(1) of the Companies
(Management and Administration)
Rules 2014, an Extract of Annual
Report in Form MGT-9 is available
on the Company’s website at -
www.keshavcement.com.

22. Related Party Transactions:

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

Particulars of Contracts or
Arrangements with related parties
referred to Section 188(1) of the
Companies Act, 2013 in specified
in Form AOC-2 which forms part
of this report as “Annexure-1"

23. Directors'' Responsibility

Statement:

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

(a) In the preparation of the

annual accounts, the
applicable accounting

standards has been followed
along with proper explanation
relating to material departures;

(b) 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 and of
the profit and loss of the
company for that period;

(c) The directors 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) The directors have prepared the
annual accounts on a going
concern basis; and

(e) The directors, in the case of a
listed company, had laid down
internal financial controls to be
followed by the company and
that such internal financial

controls are adequate and were
operating effectively.

Explanation: For the purposes
of this clause, the term
“internal financial controls”
means the policies and
procedures adopted by the
company for ensuring the
orderly and efficient conduct of
its business, including
adherence to company’s

policies, the safeguarding of its
assets, the prevention and
detection of frauds and errors,
the accuracy and completeness
of the accounting records, and
the timely preparation of
reliable financial information;

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

24. Directors and Key Managerial

Personnel and Formal Annual

Evaluation:

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

During the financial year 2024¬
25, Mrs. Varsha Shirgurkar,
Company Secretary and
Compliance Officer resigned
from her position w.e.f.
01/01/2025 and on same day
Mrs. Nikita Karnani took the
positon of Company Secretary
and Compliance Officer of the
company. Mrs. Nikita Karnani

was appointed as the Company
Secretary and Compliance
Officer of the company by the
Board of Directors at the Board
Meeting held on. 24/12/2025.

(b) Independent Directors:

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

(c) Board Evaluation:

Pursuant to the provisions of
the Companies Act, 2013 and
SEBI (Listing Obligation and
Disclosure requirements)

Regulations 2015, the Board
has carried out an annual
performance evaluation of its
own performance and the
performance of the individual
Directors as well as the
evaluation of the working of its
Committees. The manner in
which the evaluation was
carried out has been explained
in the Corporate Governance
Report.

(d) Disclosure on Re-appointment
of Independent Director(s):

During the Financial Year,
2022-23, Mr. Balasaheb Mestri
and Mrs. Radhika Dewani
whose term as an Independent

Director expired on

11/08/2022 and 11/12/2022
respectively were reappointed
for another period of 5 years by
the shareholders at the 29^th
Annual General Meeting of the
company held on 10^th August,
2022 and they shall continue
to hold the office of
Independent Director of the
company till 11/08/2027 and
11/12/2027 respectively.
Further, the notice

accompanying this report
contains the Resolution put up
for shareholders’ approval for
reappointing Mr. K. C. Patil as
the Non-Executive Independent
Director of the company for a
further period of 5 years i.e.
from 13/11/2025 to
12/11/2030 (both days
inclusive).

(e) Opinion of Board with
regards to integrity,
proficiency of Independent
Directors

50% of the composition of the
Board of the company consists
of Independent Directors. The
Independent Directors

appointed are having wide
experience and knowledge in
the various fields and they help
the Board in providing an edge
and give an outside perspective
to the Company. All the
Independent Directors have
registered their names in the
Independent Directors Data
Bank and have also cleared the
online proficiency self¬
assessment test conducted by

the Institute notified under
sub-section (1) of Section 150.

25. Statutory Auditors:

At the 29^th Annual General
Meeting of the Company held on
10^th August, 2022 the
shareholders had approved the re¬
appointment of M/s. Singhi & Co.,
as the Statutory Auditors of the
Company for the period of five
consecutive years i.e. from the
conclusion of 29^th Annual General
Meeting till the conclusion of 34^th
Annual General Meeting with
respect to the Financial Years
2022-23 to 2026-27 (both
inclusive) for audit of Financial
statements of the company and at
a remuneration to be decided by
the Audit Committee of the Board
of Directors in consultation with
the Auditor.

26. Audit Report

The Auditors of the company have
issued qualified Audit Report for
the FY 2024-25. The Qualification
is with respect to the GST
investigation by DGGI (The matter
is more specifically described in
the Audit Report annexed hereto)

Board’s explanation on the
Qualification

GST investigation by DGGI: The
management has paid the amount
of Rs. 641.52 lakhs & Rs. 218.11
Lakhs towards GST and interest in
the year 2020 & 2021 towards
GST search regarding the FY19
and FY20. To co-operate with the

department, the full amount was
paid under protest. To date the
investigation is not completed and
based on available records, the
management believes that the
amount will be refunded.

27. Secretarial Audit:

In terms of Section 204 of the
Companies Act, 2013, the
Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014 and on the
recommendation of the Audit
Committee, the Board of Directors
of the Company has re-appointed
M/s. Akshay Jadhav & Associates,
Practicing Company Secretaries,
as Secretarial Auditor of the
Company for the financial year
2024-25. The Secretarial Audit
Report as provided by M/s.
Akshay Jadhav & Associates,
Practicing Company Secretaries is
also annexed to this Report, in the
prescribed Form MR-3, as
“A nnexure-IIT’.

Further, taking into consideration
the recent amendments in
Regulation 24A of SEBI (LODR)
Regulations, 2015 the notice
accompanying this report contains
the Resolution put up for
shareholders’ approval for
appointment of M/s. Akshay
Jadhav & Associates, Practicing
Company Secretaries as the
Secretarial Auditor of the company
for a period of five (5) consecutive
years, commencing from April 01,
2025 to March 31, 2030.

The Secretarial Audit Report of FY
2024-25 contains the observation

with respect to the delay in
transferring the amount of unpaid
dividend and the shares of the
shareholders who have not
claimed any dividend during the
past 7 years to the IEPF A/c with
respect to the dividend declared for
the FY 2016-17 at its AGM held on
28^th September, 2017.

Board’s explanation on the
Qualification

During the year, the company
received a letter from its old RTA
i.e. Canbank Computer Services
stating that its management has
decided to close down the RTA
operations and advised the
company to search for a new RTA.
The searching of new RTA, its
appointment and transferring of
physical and electronic data from
old RTA to New RTA took time.
Due to which there was a delay in
transferring the shares of the
shareholders who have not
claimed any dividend during the
past 7years to the IEPF Demat A/ c

28. Cost Audit:

Pursuant to Section 148 of the
Companies Act, 2013 read with
the Companies (Cost Records and
Audit) Amendment Rules, 2014,
the cost records maintained by the
Company in respect of its
manufacturing activity are
required to be audited.

M/s. Santosh Kalburgi & Co., Cost
Accountants confirmed eligibility
to be re-appointed as the Cost
Auditor of the company and
expressed his willingness to be re¬
appointed for the financial year

2025-26. The Board of Directors,
on the recommendation of the
Audit Committee, have re¬
appointed M/s. Santosh Kalburgi
& Co., Cost Accountants as the
cost auditors of the Company for
the financial year 2025-26 at
remuneration of Rs. 95,000/-
subject to ratification of his
remuneration by shareholders in
the ensuing Annual General
Meeting of the Company.

As required under the Act, the
remuneration payable to cost
auditors has to be placed before
the Members at general meeting
for ratification. Hence, a resolution
for the same forms part of the
Notice of the ensuing AGM.

29. Audit Committee:

For the Financial Year 2024-25,
the composition of Audit
committee was as follows:

Mr. K. C. Patil - Chairman
Mr. Balasaheb Mestri - member
Mrs. Radhika Dewani - member
Mr. Venkatesh H. Katwa - member

The committee met 4 times during
the Financial Year under review
and all the recommendations of
the Committee were accepted by
the Board.

30. Nomination and Remuneration
Committee

For the Financial Year 2024-25,
the composition of Nomination and
Remuneration committee was as
follows:

Mr. K. C. Patil- Chairman

Mr. Balasaheb A Mestri - member

Mr. Venkatesh Katwa - member

The Nomination and

Remuneration committee has
framed a policy for selection and
appointment of Directors including
determining qualifications of
Independent Director, Key
Managerial Personnel, Senior
Management Personnel and their
remuneration as part of its charter
and other matters provided under
Section 178(3) of the Companies
Act, 2013. The policy is made
available on the website of the
company i.e.

www.keshavcement.com. The

committee met 3 times during the
Financial Year under review.

31. Stakeholders Relationship

Committee:

For the Financial Year 2024-25,
the composition of Stakeholders
Relationship Committee was as
follows:

Mr. K. C. Patil - Chairman
Mr. Balasaheb Mestri - member
Mrs. Radhika Dewani - member

The committee met 4 times during
the Financial Year under review.

32. Particulars of Employees:

The information required pursuant
to Section 197 read with Rule 5 of
The Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014 in respect
of employees of the Company is
attached as “Annexure IV”. In

terms of Section 136 of the Act,
the Report and Accounts are being
sent to the Members and others
entitled thereto, excluding the
complete information on
employees’ particulars which is
available for inspection by the
Members at the Registered Office
of the Company during business
hours on working days of the
Company up to the date of the
ensuing Annual General Meeting.
If any Member is interested in
obtaining a copy thereof, such
Member may write to the Company
Secretary in this regard.

33. Corporate Social Responsibility
(CSR) Policy:

The company has formulated a
policy on Corporate Social
Responsibility and the same is
displayed on the website of the
company i.e. at

www.keshavcement.com .

Pursuant to Section 135 of the
Companies Act, 2013, the
company was required to
undertake CSR Activities for the
FY 2024-25, without having to
constitute a CSR Committee.
Accordingly, an amount of Rs.
14,20,457/- was spent by the
company in total during the FY
2024-25 as a part of its CSR
expenditure. The report on the
CSR activities carried out by the
company is appended as
“Annexure V” to the Board’s
Report.

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

The information on conservation of
energy, technology absorption and
foreign exchange earnings and
outgo stipulated under Section
134(3)(m) of the Companies Act,
2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014
is annexed herewith as “Annexure
VI”.

35. Corporate Governance:

In compliance with Regulation
34(3) read with Schedule V of the
SEBI (Listing Obligations &
Disclosure Requirements)

Regulations, 2015, the Corporate
Governance Report for the
Financial Year 2024-25 as
required under SEBI (Listing
Obligations and Disclosure
Requirement) Regulations, 2015 of
the Company is attached herewith
and marked as “Annexure-VII”
forms part of this Report.

36. Details of application pending
under Insolvency and

Bankruptcy Code, 2016:

During the financial year there has
been no application made or
proceeding pending in the
knowledge of the company under
the Insolvency and Bankruptcy
Code, 2016.

37. Details of one time settlement
with banks or financial
institutions:

During the financial year there is
no instance of one-time settlement
entered by the company with
banks or financial institutions and
hence no question of providing the
differential amount between the
valuation done at the time of one¬
time settlement and the valuation
done while taking loan from the
banks or financial institutions.

38. Acknowledgements:

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

Cautionary Statement:

Statements in the Board’s Report
and the Management Discussion &
Analysis describing the Company’s
objectives, expectations or
forecasts may be forward-looking
within the meaning of applicable
securities laws and regulations.
Actual results may differ materially

from those expressed in the
statement. Important factors that
could influence the Company’s
operations include global and
domestic demand and supply
conditions affecting selling prices

of finished goods, input availability
and prices, changes in government
regulations, tax laws, economic
developments within the country
and other factors such as litigation
and industrial relations.

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

Sd/- Sd/-

Venkatesh Katwa Vilas Katwa

Chairman Managing Director

Date: 30/08/2025
Place: Belgaum

---

Mar 31, 2024

The Directors have a pleasure in presenting you the 31^st Annual Report on the business and operations of the Company along with Audited Financials for the year ended as on 31^st March, 2024.

1. Financial Results:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

[In Lakhs]
Particulars	For the	For the
	Year ended	Year ended
	on 31st	on 31st
	March,2024	March,2023
Revenue from Operations	12,644.82	12,323.94
Other Income	254.00	212.67
Total Income	12,898.82	12,536.60
Less: Expenses	11,644.00	11,932.25
Profit before	1,254.82	604.35
Exceptional
items & Tax
Add: Exceptional items	(242.57)	-
Less: Tax Expense
1. Current Tax	218.30	66.89
2. Deferred Tax	(118.56)	246.71
(Credit) / Charge
Profit for the period from continuing operation	912.51	290.75
Profit/(loss) from discontinued operations
Profit/(Loss) for the period	912.51	290.75
Total other comprehensive income, net of tax	(4.88)	2.57
Total comprehensive income, for the period	907.63	293.32
Earnings per share	5.84	2.42
(Basic) Earnings per share (Diluted)	5.84	2.09

2. State of Affairs of the Company:

The Company is principally engaged in the business of manufacturing of cement of different grades and is marketing its product under the brand name “Keshav Cement” and “Jyoti Cement” and has also diversified its business in Green Energy through Solar Power Generation. Further, all of these business activities are carried out by the Company in the Northern Parts of Karnataka.

Gross Turnover of Company:

During the financial year 202324, the Company’s gross turnover increased by 2.60%o to Rs. 12,644.82 Lakh as compared to Rs. 12,323.94 Lakh in previous year.

Profit after Tax.:

The Company, for continuous 3^rd year, has earned profits. During the financial year 2023-24, the Company has earned pre-tax profit of Rs. 1,254.82 Lakh & Net profit of Rs. 912.51 Lakhs. The Directors are confident of achieving continuous progress in sales and profit in the years to come.

The business performance of the Company has been discussed in detail in the Management Discussion and Analysis Report attached separately as Annexure -I and forming part of this report and the Financial Statements are also attached separately forming part of this Report.

3. Dividend:

The Board of Directors of the Company, after considering the financial and non-financial factors prevailing during the financial year 2023-24 and the continuous expansion activities carried/proposed to be carried out by the Company, have decided to retain the profits in the Company and therefore, no dividend is recommended for the financial year 2023-24.

4. Transfer of unpaid and unclaimed amount to IEPF:

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and Refund of share application money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid/unclaimed amount account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Govt. under the provisions of Section 125 of the Companies Act, 2013.

During FY 2023-24, the Company has transferred Rs. 3,16,613/-from its Unpaid Dividend Account to the Investor Education and Protection Fund (IEPF) with respect to the Unpaid/Unclaimed Dividend of the Financial Year 2015-16, as declared at the AGM held on 28^th September, 2016. Further the Company has also transferred 2,09,975 Equity Shares pertaining to the said unclaimed Dividend to IEPF A/c. The details of which are available on the website of the Company at www.keshavcement.com. In order to reclaim the shares, the Shareholders are requested to follow the procedure as provided under the IEPF Rules.

5. Reserves:

The Company does not propose to transfer any amount to the General Reserves for the FY 23-24.

6. Share Capital:

The Authorized Equity Share Capital of the Company as on 31^st March, 2024 was Rs.

25.00. 00.000/- (Rupees Twenty Five Crore only), divided into

2.50.00. 000 (Two Crore Twenty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each and the Paid-up Equity Share Capital was Rs. 17,51,27,520/- (Rupees Seventeen Crore, Fifty One Lakh, Twenty Seven Thousand, Five Hundred and Twenty only), divided into 1,75,12,752 (One Crore, Seventy Five Lakh, Twelve thousand, seven Hundred and Fifty Two) Equity Shares of Rs. 10/- (Rupees Ten only) each.

The Company, at its Extraordinary General Meeting, duly held on 12^th April, 2023, increased its Authorised Capital from Rs.

12.00. 00.000/- (Rupees Twelve Crore only), divided into

1.20.00. 000 (One Crore Twenty Lakh) Equity Shares of Rs. 10/-(Rupees Ten only) each to Rs.

25.00. 00.000/- (Rupees Twenty Five Crore only), divided into

2.50.00. 000 (Two Crore Twenty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each.

A. Buy Back of Securities.

The Company has not bought back any of its securities during the year under review.

B. Details of issue of Sweat Equity Shares.

The Company has not issued any Sweat Equity Shares during the year under review.

C. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

There are no such cases arisen during the year under review.

D. Details of Issue of Equity Shares with Differential Rights.

The Company has not issued any Equity Shares with differential rights during the year under review

E. Bonus Shares.

No Bonus Shares were issued during the year under review.

F. Employees Stock Option Plan.

The Company has not issued any stock options during the year under review.

G. Details of Rights issue.

During the year under review, the Company has not issued any rights issue.

H. Preferential Issue

The Company, at its Extraordinary General Meeting, duly held on 12 ^th April, 2023, made Preferential Issue of Equity Shares and Convertible Equity Share Warrants as per the following details:

a. 19,20,000 Equity Shares to its Promoters/Promoter Group against conversion of unsecured loan;

b. 15,72,000 Equity Shares to Specified Investors;

c. 20,25,000 Convertible Equity Share Warrants to Specified Investors.

Brief details of the allotment:

The allotment of the Equity shares and the conversion of warrants were made on the following dates:

a. 19,20,000 Equity Shares to its Promoters/ Promoter Group on 29^th April, 2023;

b. 15,72,000 Equity Shares to

Specified Investors on 29^th

April, 2023;

c. 2,00,000 Equity Shares to

Saint Capital Fund on 22^nd November, 2023, on account of conversion of Warrants;

d. 3,50,000 Equity Shares to

Saint Capital Fund on 06^th January, 2024, on account of conversion of Warrants;

e. 2,25,000 Equity Shares to

Saint Capital Fund and 12,50,000 Equity Shares to Team India Managers on 02^nd February, 2024, on account of conversion of Warrants;

7. Finance:

Cash and cash equivalent as at 31st March, 2024 amounted to Rs. 93.25 Lakhs and the Bank Balances amounted to

Rs. 1,346.11 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

8. Change in the nature of business, if any:

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

Material changes &

commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial

statements relate and the date of the report:

There are no significant and material changes and

commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

9. Utilization of proceeds of preferential issue:

Pursuant to Regulation 32 (7A) of the SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015, as on 31^st March, 2024, the company has utilized the proceeds of its preferential issue in the following manner:

Original Object	Original allocation (In Rs.) (In Crores)	Funds Utilized (In Rs.) (In Crores)
Support for Day-to-Day Operations & Working Capital Needs	24.00	24.00
Capital Expenditure for Expansion of its Plant/ Factory	45.975	33.21
Modified Object, if any		NIL
Modified allocation, if any		NIL
Amount of Deviation/ Variation		NIL

10. Details of Subsidiary/Joint

Ventures/Associate Companies:

The Company does not have any Subsidiaries/Joint Ventures/

Associate Companies.

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

The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review

12. Details of significant and

material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s

operations in future:

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

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

Your Company has deployed

adequate Internal Control Systems, in the place to ensure a smooth functioning of its business. The processes and systems are reviewed constantly and improved upon to meet the changing business

environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against

misuse or loss of Company''s assets. The Internal Auditor’s periodically reviews the internal control systems, policies and procedures for their adequacy, effectiveness and continuous operation for addressing risk management and mitigation strategies.

14. Particulars of Loans, Guarantees or Investments:

During the Financial Year, the Company has granted intercorporate loans to various parties during the year and the loans so granted fall within the limits of the provisions of Section 186 of the Companies Act, 2013.

15. Performance and financial

position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial

statement:

Disclosure under this head is not applicable as the Company does not have any Subsidiaries / Associate Companies / Joint Venture Companies.

16. Vigil Mechanism / Whistle Blower Policy:

Pursuant to the provision of Section 177(9) of the Companies Act, 2013, the Company has established a vigil mechanism for Directors and employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.

The Company has a vigil mechanism in place through its Whistle Blower Policy, which provides a platform to disclose

information without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The detail of the Whistle Blower Policy is also posted on the website of the Company.

17. Disclosure as required under

Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013

Your Company has a Policy on Prohibition, Prevention and

Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the “The Sexual Harassment of Women at

Workplace (Prohibition, Prevention and Redressal) Act, 2013”. The following is a summary of sexual harassment complaints received and disposed of during the financial year ended 2023-24: Number of complaints received: NIL Number of complaints disposed of: NIL

18. Development & Implementation of Risk Management Policy:

The Company has developed and implemented the Risk

Management Policy. The objective of this policy is to ensure sustainable business growth with stability promote a pro-active approach in reporting, evaluating and resolving risks associated with the business, establish a framework for the Company’s risk management process & to ensure its implementation, enable compliance with appropriate regulations through the adoption of best practice and to assure business growth with financial stability.

19. Familiarization Programme:

The Company has put in place an induction and familiarization

programme for all its Directors including the Independent

Directors. The familiarization

programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, is uploaded on the website of the Company:-www.keshavcement.com.

20. Board Meetings:

During the Financial Year 202324, 7 (Seven) Board Meetings, 4 (Four) Audit Committee Meetings, 3 (Three) Nomination & Remuneration Committee Meetings and 4 (Four) Stakeholder Relationship Committee Meetings were convened and held. The details of the same are given under the Corporate Governance Report forming part of this Report.

21. Public Deposits:

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

22. Extract of the Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules 2014, an Extract of Annual Report in Form MGT-9 is available on the Company’s website at -www.keshavcement.com.

23. Related Party Transactions:

The Company has in place formulated a Policy on materiality of Related Party transactions for

dealing with such transactions in line with the requirements of the Listing Regulations with the Stock Exchange. The Policy on related party transactions is available on the Company’s website at -www.keshavcement.com

Particulars of Contracts or Arrangements with related parties referred to Section 188(1) of the Companies Act, 2013, in specified in Form AOC-2 which forms part of this report as “Annexure-1"

24. Directors'' Responsibility

Statement:

In pursuance of Section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the

annual accounts, the applicable accounting

standards has been followed along with proper explanation relating to material departures;

(b) 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 and of the profit and loss of the Company for that period;

(c) The Directors 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) The Directors have prepared the annual accounts on a going concern basis; and

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

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

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

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

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

During the period under review, there was no change in the constitution of the Board of Directors.

No Directors or KMPs were appointed or resigned during the period under review.

(b) Independent Directors:

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

(c) Board Evaluation:

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

(d) Disclosure on Re-appointment of Independent Director(s):

The Company, via Special Resolution, dated 10/08/2022, has re-appointed the following persons as Independent Directors to serve their 2^nd consecutive term of 5 years:

1. Mr. Balasaheb Anantrao Mestri (DIN-07898493);

2. Mrs. Radhika Dewani Pinal (DIN-07997099);

(e) Opinion of Board with regards to integrity, proficiency of Independent Directors:

50% of the composition of the Board of the Company consists of Independent Directors. The Independent Directors appointed are having wide experience and knowledge in the various fields and they help the Board in

providing an edge and give an outside perspective to the Company. All the Independent Directors have registered their names in the Independent Directors Data Bank and have also cleared the online proficiency self-assessment test conducted by the Institute notified under subsection (1) of Section 150.

26. Statutory Auditors:

At the 29 ^th Annual General Meeting of the Company held on 10 ^th August, 2022, the Shareholders had approved the reappointment of M/s. Singhi & Co., as the Statutory Auditors of the Company for the period of five consecutive years from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting with respect to the Financial Years

2022-23 to 2026-27 (both inclusive) for audit of Financial statements of the Company and at a remuneration to be decided by the Audit Committee of the Board of Directors in consultation with the Auditor.

27. Audit Report

The Auditors of the Company have issued qualified Audit Report for the FY 2023-24. The Qualification is with respect to: a) GST investigation by DGGI (the matter is more specifically described in the Audit Report annexed hereto)

Board’s explanation on the Qualification

a) GST investigation by DGGI: The management has paid the amount of Rs. 641.52/- lakhs and Rs. 218.11/- Lakhs towards GST and interest in the year 2020 & 2021 towards GST search regarding the

FY19 and FY20. To co-operate with the department, the full amount was paid under protest. To date the investigation is not completed and based on available records, the management believes that the amount will be refunded.

28. Secretarial Audit:

In terms of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors of the Company has re-appointed M/s. Akshay Jadhav & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year

2023-24. Secretarial Audit Report as provided by M/s. Akshay Jadhav & Associates, Practicing Company Secretaries is also annexed to this Report, in the prescribed Form MR-3, as “Annexure-III’. The Secretarial Audit Report contains the following qualification, reservation, adverse remark or disclaimer:

a) The company, as on the end of Financial Year, has not been able to complete the process of transferring the Shares of the shareholders who have not claimed the Dividend for past 7 years to the IEPF Demat A/c. The shares of the shareholders held in physical form and shares held in NSDL were successfully

transferred, but the shares of the shareholders held in CDSL were still pending. the matter is more specifically described in the Secretarial Audit Report annexed hereto)

Board’s explanation on the Qualification

The shares of the shareholders held in Physical form and in NSDL

were successfully transferred to the Demat Account of IEPF however, the company’s RTA, Canbank Computer Services Ltd., has faced technical/uploading error in terms of shares held by the Shareholders in CDSL, due to which the transfer is pending. The Company is continuously following up with its RTA for compliance of the said transfer of the shares held in CDSL to IEPF Demat A/c.

29. Cost Audit:

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company in respect of its manufacturing activity are required to be audited.

M/s. Santosh Kalburgi & Co., Cost Accountants confirmed eligibility to be re-appointed as the Cost Auditor of the Company and expressed his willingness to be reappointed for the financial year

2024-25 and the Board of Directors at their meeting held on 14/08/2024 have re-appointed M/s. Santosh Kalburgi & Co., Cost Accountants as the cost auditors of the Company for the financial year 2024-25 at remuneration of Rs. 95,000/-, subject to ratification of his remuneration by Shareholders in the ensuing Annual General Meeting of the Company.

As required under the Act, the remuneration payable to Cost Auditors has to be placed before the Members at General Meeting for ratification. Hence, a resolution for the same forms part of the Notice of the ensuing AGM.

30. Audit Committee:

The Audit Committee comprises of Mr. Krishnaji Patil as Chairman, Mr. Balasaheb Mestri, Mrs. Radhika Dewani and Mr. Venkatesh H. Katwa as its members.

The Committee met 4 times during the Financial Year under review and all the recommendations of the Committee were accepted by the Board.

31. Nomination and Remuneration Committee:

The present composition of the Nomination and Remuneration Committee includes Mr. Krishnaji Patil Chairman, Mr. Balasaheb A Mestri, and Mr. Venkatesh Katwa as its members. The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications of Independent Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The policy is made available on the website of the Company i.e.

www.keshavcement.com.

32. Stakeholders Relationship

Committee:

The Stakeholders Relationship Committee comprises of Mr. Krishnaji Patil, Chairman, Mr. Balasaheb A. Mestri and Mrs. Radhika Pinal Dewani as its members.

The Committee met 4 times during the Financial Year under review.

33. Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is attached as “Annexure IV". In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the complete information on

employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

34. Corporate Social Responsibility Policy (CSR):

Pursuant to Section 135 of the Companies Act, 2013, the Company was required to undertake CSR Activities for the FY 2023-24, without having to constitute a CSR Committee. Accordingly, an amount of Rs. 4,60,744/- was spent by the Company by way of donation to International Society for Krishna Conciousness (ISKCON), Belagavi, for the welfare of Animals.

Further, the Company has formulated a policy on Corporate Social Responsibility and the same is displayed on the website of the Company, i.e. on

www.keshavcement.com.

The report on the CSR activities is appended as “Annexure V” to the Board’s Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure VI”.

36. Corporate Governance:

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015, the Corporate Governance Report for the Financial Year 2023-24 as required under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, of the Company is attached herewith and marked as “Annexure-Vir’ forms part of this Report.

37. Details of application pending

under Insolvency and

Bankruptcy Code, 2016:

During the financial year there has been no application made or proceeding pending in the knowledge of the Company under the Insolvency and Bankruptcy Code, 2016.

38. Details of one time settlement with banks or financial institutions:

During the financial year there is no instance of one-time settlement

entered by the Company with banks or financial institutions and hence no question of providing the differential amount between the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions.

39. Acknowledgements:

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

continued contribution to the Company.

Cautionary Statement:

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

---

Mar 31, 2023

The Directors have a pleasure in presenting you the 30^th Annual Report on the business and operations of the Company along with Audited Financials for the year ended as on 31^st March, 2023.

1. Financial Results:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

[In Lakhs]
Particulars	For the Year ended on 31st March,2023	For the Year ended on 31st March,2022
Revenue from Operations	12323.94	11379.07
Other Income	212.67	230.25
Total Income	12536.60	11609.32
Less: Expenses	11932.25	10863.81
Profit before Exceptional items & Tax	604.35	745.52
Add: Exceptional items	-	-
Less: Tax Expense 1. Current Tax 2. Deferred Tax 3. Provision for Tax previous year 4. MAT Credit reversal of previous year 5. Unused Tax Credit	66.89 430.28 -183.57	124.13 -288.94
Profit for the period from continuing operation	290.75	910.33
Profit/(loss) from discontinued operations
Profit/(Loss) for the period	290.75	910.33
Total other comprehensive income, net of tax	2.57	-5.91
Total comprehensive income, for the period	293.32	904.42
Earnings per share (Basic) Earnings per share (Diluted)	2.45 2.11	7.54 7.54

2. State of Affairs of the Company:

The Company is principally engaged in the business of manufacturing of cement of different grades and is marketing its product under the brand name “Keshav Cement” and “Jyoti Cement” and has also diversified its business in Green Energy through Solar Power Generation. All of these business activities are carried out by the Company majorly in the Northern Parts of Karnataka.

Gross Turnover of Company:

During the financial year 202223, the Company’s gross turnover has increased by 8.30% to Rs. 12,323.94 Lacs as compared to Rs. 11,379.07 Lacs in previous year.

Profit after Tax.:

The company for continuous 2^nd year has earned profits. During the financial year 2022-23, the company has earned pre-tax profit of Rs. 604.35 Lakhs & Net profit of Rs. 290.75 Lakhs. The Directors are confident of achieving continuous progress in sales and profit in the years to come.

The business performance of the Company has been discussed in detail in the Management

Discussion and Analysis Report attached separately as Annexure -I and forming part of this report and the Financial Statements are also attached separately forming part of this Report.

3. Dividend:

The Board of Directors of the Company, after considering the financial and non-financial factors prevailing during the financial year 2022-23 and the continuous expansion activities carried/proposed to be carried out by the company, have decided to retain the profits in the company and therefore, no dividend is recommended for the financial year 2022-23.

4. Transfer of unpaid and unclaimed amount to IEPF:

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and Refund of share application money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid/unclaimed amount is required to be transferred by the company to Investor Education and Protection Fund (IEPF), established by the Central Govt. under the provisions of Section 125 of the Companies Act, 2013. During FY 2022-23, the company was not required to transfer any amount from its Unpaid Dividend Account to the Investor Education and Protection Fund (IEPF).

5. Reserves:

The Company does not propose to transfer any amount to the General Reserves for the FY 202223.

6. Share Capital:

During the year under review, the Authorized Equity Share Capital of the Company as on 31^st March, 2023 was Rs. 12,00,00,000/- and the Paid-up Equity Share Capital was Rs. 11,99,57,520/-.

A. Buy Back of Securities.

The Company has not bought back any of its securities during the year under review.

B. Details of issue of Sweat Equity Shares.

The Company has not issued any Sweat Equity Shares during the year under review.

C. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

There are no such cases arisen during the year under review.

D. Details of Issue of Equity Shares with Differential Rights.

The Company has not issued any Equity Shares with differential rights during the year under review.

E. Bonus Shares.

No Bonus Shares were issued during the year under review.

F. Employees Stock Option Plan.

The Company has not issued any stock options during the year under review.

G. Details of Rights issue.

During the year under review, the company has not issued any rights issue.

7. Finance:

Cash and cash equivalent as at 31st March, 2023 was Rs. 845.61 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

8. Change in the nature of business, if any:

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

Material changes and

commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial

statements relate and the date of the report:

The significant and material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report are viz.,

Preferential Issue: The company has made a Preferential Issue of shares to the Promotes/Promoter group and to specified investors after receiving approval from the shareholders in the ExtraOrdinary General Meeting held on 12/04/2023.

Brief details of the allotment:

a) Issued 19,20,000 Equity Shares at a price of Rs. 125/-to the Promoters / Promoter Group against conversion of

Unsecured Loan of Rs. 24.00 Crores.

b) Issued 15,72,000 Equity Shares at a price of Rs. 125/-to Specified Investors amounting to Rs. 19.65 Crores.

c) Issued 20,25,000 Equity Share Warrants at a price of Rs. 130/- to Specified Investors amounting to Rs. 26.33 Crores.

Pursuant to Regulation 32 (7A) of the SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015, the Board hereby confirms that as per the latest quarter i.e. 30/06/2023, there is no deviation or variation in the utilization of the proceeds of the preferential issue and the details of the utilization of funds is provided below:

Original Object	Original allocation	Funds Utilized
Support for Day-to-Day Operations & Working Capital Needs	Rs. 24.00 Crores	Rs. 24.00 Crores
Capital Expenditure for Expansion of its Plant/ Factory	Rs. 45.975 Crores	Rs. 10.574 Crores
Modified Object, if any		NIL
Modified allocation, if any		NIL
Amount of Deviation/ Variation		NIL

9. Details of Subsidiary/Joint

Ventures/Associate Companies:

The Company does not have any Subsidiaries/Joint Ventures/

Associate Companies.

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

The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review

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

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

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

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

effectiveness and continuous operation for addressing risk management and mitigation strategies.

13. Particulars of Loans, Guarantees or Investments:

There are no Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013.

14. Performance and financial

position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial

statement:

Disclosure under this head is not applicable as the Company does not have any Subsidiaries / Associate Companies / Joint Venture Companies.

15. Vigil Mechanism / Whistle Blower Policy:

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company had established a vigil mechanism for directors and employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.

The Company has a vigil mechanism in place through its Whistle Blower Policy, which provides a platform to disclose information without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The detail of the Whistle Blower Policy is also

posted on the website of the Company.

16. Disclosure as required under

Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013

Your Company has a Policy on Prohibition, Prevention and

Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the “The Sexual Harassment of Women at

Workplace (Prohibition, Prevention and Redressal) Act, 2013”. The following is a summary of sexual harassment complaints received and disposed of during the financial year ending March 31, 2023:

Number of complaints received: NIL

Number of complaints disposed of: NIL

17. Development & Implementation of Risk Management Policy:

The Company has developed and implemented the Risk

Management Policy. The objective of this policy is to ensure sustainable business growth with stability promote a pro-active approach in reporting, evaluating and resolving risks associated with the business, establish a framework for the company’s risk management process and to ensure its implementation, enable compliance with appropriate regulations through the adoption of best practice and to assure business growth with financial stability.

18. Familiarization Programme:

The Company has put in place an induction and familiarization

programme for all its directors including the Independent

Directors. The familiarization

programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, is uploaded on the website of the Company:-www.keshavcement.com.

19. Board Meetings:

During the Financial Year 202223, 6 (Six) Board Meetings, 4 (Four) Audit Committee Meetings, 3 (Three) Nomination & Remuneration Committee Meetings and 4 (Four) Stakeholder Relationship Committee Meetings were convened and held. The details of the same are given under the Corporate Governance Report forming part of this Report.

20. Public Deposits:

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

21. Extract of the Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules 2014, an Extract of Annual Report in Form MGT-9 is available on the Company’s website at -www.keshavcement.com.

22. Related Party Transactions:

The Company has in place formulated a Policy on materiality

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

Particulars of Contracts or Arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 in specified in Form AOC-2 which forms part of this report as “Annexure- IF’

23. Directors'' Responsibility

Statement:

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

(a) In the preparation of the

annual accounts, the applicable accounting

standards has been followed along with proper explanation relating to material departures;

(b) 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 and of the profit and loss of the company for that period;

(c) The directors 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) The directors have prepared the annual accounts on a going concern basis; and

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

Explanation: For the purposes of this clause, the term “internal financial controls” means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including

adherence to company’s

policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

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

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

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

During the period under review, Mr. Balasaheb Mestri and Mrs. Radhika Dewani whose term as an Independent Director expired on

11/08/2022 and 11/12/2022 respectively were reappointed

for another period of 5 years by the shareholders in the 29^th Annual General Meeting of the company held on 10 ^th August, 2022 and they shall continue to hold the office of Independent Director of the company till 11/08/2027 and 11/12/2027 respectively.

(b) Independent Directors:

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

(c) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure requirements)

Regulations 2015, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

(d) Disclosure on Re-appointment of Independent Director(s):

During the Financial Year, 2022-23, Mr. Balasaheb Mestri and Mrs. Radhika Dewani whose term as an Independent Director expired on

11/08/2022 and 11/12/2022 respectively were reappointed

for another period of 5 years by the shareholders in the 29^th Annual General Meeting of the company held on 10^th August, 2022 and they shall continue to hold the office of Independent Director of the company till 11/08/2027 and 11/12/2027 respectively.

(e) Opinion of Board with regards to integrity, proficiency of Independent Directors

50% of the composition of the Board of the company consists of Independent Directors. The Independent Directors

appointed are having wide experience and knowledge in the various fields and they help the Board in providing an edge and give an outside perspective to the Company. All the Independent Directors have registered their names in the Independent Directors Data Bank and have also cleared the online proficiency selfassessment test conducted by the Institute notified under sub-section (1) of Section 150.

25. Statutory Auditors:

At the 29^th Annual General Meeting of the Company held on 10^th August, 2022 the shareholders had approved the reappointment of M/s. Singhi & Co., as the Statutory Auditors of the Company for the period of five consecutive years from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting with respect to the Financial Years 2022-23 to 2026-27 (both inclusive) for audit of Financial statements of the company and at a remuneration to be decided by the Audit Committee of the Board

of Directors in consultation with the Auditor.

26. Audit Report

The Auditors of the company have issued qualified Audit Report for the FY 2022-23. The Qualification is with respect to:

a) GST Compensation Cess &

b) GST investigation by DGGI (both matters are more specifically described in the Audit Report annexed hereto)

Board’s explanation on the Qualification

a) GST Compensation Cess: The Management believes that Input Compensation Cess of Rs. 242.57 lakhs will remain unutilised in the books currently. However, management is planning to venture into cement products and exports in future. As cess is applicable to certain cement products, the Input Compensation Cess can be adjusted towards the sale of such Cement Products and/or refunded in case of exports. Hence the management believes that this unutilized cess is recoverable in the near future.

b) GST investigation by DGGI: The management has paid the amount of Rs. 641.52 lakhs and Rs. 218.11 Lakhs towards GST and interest in the year 2020 & 2021 towards GST search regarding the FY19 and FY20. To cooperate with the department, the full amount was paid under protest. To date the investigation is not completed and based on available records, the management believes that the amount will be refunded.

27. Secretarial Audit:

In terms of Section 204 of the Companies Act, 2013, the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors of the Company has re-appointed M/s. Akshay Jadhav & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year

2022- 23. Secretarial Audit Report as provided by M/s. Akshay Jadhav & Associates, Practicing Company Secretaries is also annexed to this Report, in the prescribed Form MR-3, as “Annexure-III’. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The report is self-explanatory and therefore do not call for any further comments.

28. Cost Audit:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company in respect of its manufacturing activity are required to be audited. Your Directors on the recommendation of the Audit Committee, reappointed M/s. Santosh Kalburgi & Co., Cost Accountants, as Cost Auditors of the Company for the financial year 2023-24.

M/s. Santosh Kalburgi & Co., Cost Accountants confirmed eligibility to be re-appointed as the Cost Auditor of the company and expressed his willingness to be reappointed for the financial year

2023- 24. The Board of Directors has re-appointed M/s. Santosh Kalburgi & Co., Cost Accountants

as the cost auditors of the Company for the financial year 2023-24 at remuneration of Rs. 60,000/- subject to ratification of his remuneration by shareholders in the ensuing Annual General Meeting of the Company. As required under the Act, the remuneration payable to cost auditors has to be placed before the Members at general meeting for ratification. Hence, a resolution for the same forms part of the Notice of the ensuing AGM.

The Audit Committee has also received a Certificate from the Cost Auditor certifying their

independence and arm''s length relationship with the Company.

29. Nomination and Remuneration Committee and Stakeholders Relationship Committee:

The present composition of the Nomination and Remuneration Committee includes Mr. Krishnaji Patil Chairman, Mr. Balasaheb A Mestri, and Mr. Venkatesh Katwa as its members. The Nomination and Remuneration committee has framed a policy for selection and appointment of Directors including determining qualifications of Independent Director, Key

Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The policy is made available on the website of the company i.e.

www.keshavcement.com.

The Stakeholders Relationship Committee comprises of

Mr. Krishnaji Patil, Chairman, Mr. Balasaheb A. Mestri and

Mrs. Radhika Pinal Dewani as its members.

30. Corporate Social Responsibility (CSR):

Pursuant to Section 198 of the Companies Act, 2013, the Average Net Profit of the Company for last three financial years was negative. Even though the company was within the purview of Section 135 of the Companies Act, 2013, the company was not required to spend any amount on CSR activities during the FY 2022-23 and was not required to constitute a Corporate Social Responsibility Committee. The report on the CSR activities is appended as “Annexure V” to the Board’s Report.

31. Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as “Annexure IV”. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the complete information on

employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

32. Corporate Governance:

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015, the Corporate Governance Report for the Financial Year 2022-23 as required under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 of the Company is attached herewith and marked as “Annexure-VII” forms part of this Report. The requisite certificate(s) along with certificate from M/s. Akshay Jadhav & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance and from Company Secretary in practice that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such authority is attached to the Corporate Governance Report.

33. Audit Committee:

The Audit committee comprises of Mr. Krishnaji Patil as Chairman, Mr. Balasaheb Mestri, Mrs. Radhika Dewani and Mr. Venkatesh H. Katwa as its members.

The committee met 4 times during the Financial Year under review and all the recommendations of the Committee were accepted by the Board.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure VI”.

35. Details of application pending

under Insolvency and

Bankruptcy Code, 2016:

During the financial year there has been no application made or proceeding pending in the knowledge of the company under the Insolvency and Bankruptcy Code, 2016.

36. Details of one time settlement with banks or financial institutions:

During the financial year there is no instance of one-time settlement entered by the company with banks or financial institutions and hence no question of providing the differential amount between the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions.

37. Acknowledgements:

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

Cautionary Statement:

Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s

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

---

Mar 31, 2018

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

1. Financial Results:

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

Particulars	31st March, 2018	31st March, 2017
Revenue from operations (Net)	5205.22	5156.93
Other Income	32.48	53.84
Employee cost	290.12	247.41
Other expenditure	386.32	395.92
Earnings before Interest, Depreciation & tax	28.47	309.40
Depreciation	651.57	438.58
Finance cost	89.22	316.75
Profit before Tax	28.47	309.40
Total of tax Expenses	(200.29)	(133.14)
Profit after Tax	(171.82)	176.27
Other Comprehensive Income
i) Items that will not be reclassified subsequently to profit or loss Remeasurement of the net defined benefit liability/ asset	(3.60)	(12.39)
ii) Items that will be reclassified subsequently to profit or loss	--	--
	(3.60)	(12.39)
Total Comprehensive Income for the year	(175.42)	163.87
EPS (Basic)	(3.42)	3.20
Diluted	(3.42)	3.20

2. State of Affairs of the Company:

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

3. Dividend:

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

4. Transfer of unpaid and unclaimed amount to IEPF:

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and Refund of Share application Money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/unclaimed account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, no amount was due for transfer to IEPF.

5. Reserves:

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

6. Share Capital:

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

A. Buy Back of Securities.

The Company has not bought back any of its securities during the year under review.

B. Details of issue of Sweat Equity Shares.

The Company has not issued any Sweat Equity Shares during the year under review.

C. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

There are no such cases arisen during the year under review.

D. Details of Issue of Equity Shares with Differential Rights.

The Company has not issued any Equity Shares with differential rights during the year under review.

E. Bonus Shares.

No Bonus Shares were issued during the year under review.

F. Employees Stock Option Plan.

The Company has not issued any stock options during the year under review.

7. Finance:

Cash and cash equivalent as at 31st March, 2018 was Rs. 176.33 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

8. Change in the nature of business, if any:

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

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

The significant and material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, viz.,

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

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

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

No such frauds were reported by the Auditors during the year under review.

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

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

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

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

12. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company does not have any Subsidiaries/Joint Ventures/Associate Companies.

13. Particulars of Loans, Guarantees or Investments:

There were no Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013.

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

Disclosure under this head is not applicable as the Company does not have any Subsidiaries / Associate Companies / Joint Venture Companies.

15. Vigil Mechanism / Whistle Blower Policy:

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company had established a vigil mechanism for directors and employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.

The Company has a vigil mechanism in place through its Whistle Blower Policy, which provides a platform to disclose information without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The detail of the Whistle Blower Policy is also posted on the website of the Company.

16. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013”. The following is a summary of sexual harassment complaints received and disposed off during the financial year ending March 31, 2018:

Number of complaints received: NIL

Number of complaints disposed off: NIL

17. Development and Implementation of Risk Management Policy:

Pursuant to the requirement of Regulation 21 of the SEBI (LODR) Regulations, 2015, the Company has developed and implemented the Risk Management Policy. The Company has Risk Management Committee to monitor the Risk Management Policy.

18. Familiarization Programme:

The Company has put in place an induction and familiarization programme for all its directors including the Independent Directors. The familiarization programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, is uploaded on the website of the Company:-www.keshavcement.com

19. Board Meetings:

During the year under review the Board of Directors held 6 meetings, on 27.05.2017, 12.08.2017, 26.08.2017, 21.09.2017, 12.12.2017 and 12.02.2018. The maximum interval between two consecutive meetings did not exceed 120 days.

20. Public Deposits:

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

21. Extract of the Annual Return:

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

22. Related Party Transactions:

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

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

23. Directors'' Responsibility Statement:

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

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

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

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

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

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

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

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

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

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

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

Fact of resignation of Director:

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

(b) Independent Directors:

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

(c) Board Evaluation:

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

(d) Disclosure on Re-appointment of Independent Director(s):

The Company has not re-appointed any independent director who had completed his/her tenure of 5 years.

25. Statutory Auditors:

At the Annual General Meeting of the Company held on 28th September, 2017 the shareholders appointed M/s. Singhi & Co., Chartered Accountants, Bangalore, bearing Registration No. 302049E with the Institute of Chartered Accountants of India, as Statutory Auditors of the Company for the period of five years from the conclusion of 24th Annual General Meeting of the Company, for audit of financial statement at a remuneration to be decided by the Audit Committee of the Board of Directors in consultation with Auditors for the purpose of Audit.

26. Auditor’s Report

There are no qualifications, reservations or adverse remarks made by M/s. Singhi & Co., Chartered Accountants, Statutory Auditors, in their report for the financial year ended 31st March, 2018. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

27. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S. Kedarnath & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year ended 31st March, 2018. The Secretarial Audit Report is annexed as “Annexure II” to this Report. There are no qualifications, reservations or adverse marks made by Secretarial Auditor in the Report.

28. Cost Audit:

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

29. Nomination and Remuneration Committee and Stakeholders Relationship Committee:

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

The Stakeholders Relationship Committee comprises of Mr. Satish Kalpavruksha, Chairman, Mr. Balasaheb A Mestri and Mrs. Radhika Pinal Dewani as its members.

30. Corporate Social Responsibility Policy (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

31. Particulars of Employees:

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

32. Corporate Governance and Management Discussion and Analysis:

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

33. Audit Committee:

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

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

A. Conservation of Energy:

a. Energy conservation measures taken:	Efforts to conserve and optimize use of Energy through improved operational methods are made on continuous basis.
b. Additional investments and proposals, if any, being implemented for the reduction of consumption of energy	No fresh investment is proposed but Conscious effort is being made to save energy wherever possible.
c. Impact of the measures at (a) and (b) above for the reduction of energy consumption and consequent impact on the cost of production of goods	The cost saving is not substantial.
d. Total energy consumption	Rs. 1054.01/- (In Lakhs)

B. Technology Absorption:

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

C. Foreign exchange earnings and outgo: Nil

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

Form B

Form for Disclosure of particulars with respect to absorption

Research and development [R&D]

1. Specific areas in which R&D carried out by the Company	Nil
2. Benefit derived as a result of the above R & D	Nil
3. Future plan of action	Nil
4. Expenditure on R & D:
(a) Capital	Nil
(b) Recurri ng	Nil
(c) To tal	Nil
(d) Total R&D expenditure as a percentage of total turnover	Nil

Technology, absorption, adoption and innovation

1. Efforts made in brief towards technology absorption, adoption and innovation:	Not applicable
2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitutes etc.	Not applicable
3. In case of imported technology [imported during the last five years reckoned from the beginning of the financial year] following information may be furnished. (a) Technology imported (b) Year of import (c) Has technology been fully absorbed (d) If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action.	Not applicable

35. Acknowledgements:

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

Cautionary Statement:

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

For and on behalf of Board of Directors of

SHRI KESHAV CEMENTS AND INFRA LIMITED

Sd/-

Place: Belgaum Venkatesh Katwa

Date: 10.08.2018 Chairman

---

Mar 31, 2016

To,

The Members,

The directors take pleasure in presenting the Twenty Third Annual Report on the business operations of the Company and the accounts along with audited financials for the year ended as on 31^st March 2016. The Management Discussion and Analysis has also been incorporated into this report.

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

[Amount in Rupees]

Particulars	For the year ending 31.03.2016	For the year ending 31.03.2015
Earnings before Interest Depreciation and Tax	39,02,22,521	11,18,51,854
Less : Interest	3,33,55,875	4,06,71,084
Depreciation	2,93,62,591	2,93,51,419
Profits before Tax	6,29,04,055	4,18,29,351
Add : Excess / [short] Provision of Taxes	NIL	NIL
Add : MAT Credit Entitlement	NIL	NIL
Deferred Tax Asset	NIL	NIL
Total	6,29,04,055	4,18,29,351
Less: Provision for Income tax	1,92,00,000	83,70,000
Deferred Tax Liability	14,85,930	43,95,000
Profit after Tax	4,22,18,125	2,90,64,351
Add : Balance brought forward	9,22,83,242	6,32,18,891
Amount available for appropriation	13,45,01,367	9,22,83,242

State of Company''s Affair

Your Directors are pleased to inform you that during the year under review the total revenue has increased to Rs. 5984.01 Lakhs as against previous year total revenue of Rs. 5432.55 Lakhs. The pre-tax profit is Rs. 629.04 Lakhs as against previous profit of Rs. 418.29 Lakhs. Post tax is of Rs.422.18 Lakhs as against previous year profit of Rs. 290.64 Lakhs. The sales turnover has remarkably improved as compared to the previous year turnover. The Directors are confident of achieving continuous progress in sales and profit in the years to come.

Dividend

Yours Directors recommend 10% dividend on equity shares capital of the Company.

Transfer of unpaid and unclaimed amount to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and Refund of Share application Money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/unclaimed account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, no amount was due for transfer to IEPF.

Reserves

The Company proposes to transfer an amount of Rs.3,55,38,305/- to the Reserves and Rs.5,12,420/- to Dividend Reserve.

Share capital

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

Finance

Cash and cash equivalent as at 31^st March 2016 was Rs.19.75 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Change in the nature of business, if any

No change in the nature of the business of the Company done during the year. The Company was formerly known as KATWA UDYOG LIMITED and the Company has changed its name to SHRI KESHAV CEMENTS AND INFRA LIMITED. But however the new name of the Company has not been accepted by the Bombay Stock Exchange due to dual activities mentioned in the new Company name. Therefore on the Bombay Stock Exchange website the Company''s name is KATWA UDYOG LIMITED only.

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

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

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

No such frauds are reported during the year under review.

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

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

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

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

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary / Associate Companies.

Particulars of Loans, Guarantees or Investments

There were no Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the

Companies Act, 2013 are given in the notes to the Financial Statements.

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

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

Vigil Mechanism / Whistle Blower Policy

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

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. All related party transactions were placed before the Audit Committee and also for the Board approval, wherever required. Prior omnibus approval of the Audit Committee is generally obtained for the transactions which are of a foreseen and repetitive nature and these transactions are reviewed by the Audit Committee on quarterly basis. The policy on related party transactions as approved by the Board is uploaded on the Company''s website: www.keshavcement.com. The details of related party transactions is provided in the notes to financial statements. Hence separate Form AOC 2 has not been attached

Sexual Harassment Policy

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

Risk Management

Pursuant to the requirement of Regulation 21 of the SEBI (LODR) Regulations, 2015, the Company has developed and implemented the Risk Management Policy. The Company has Risk Management Committee to monitor the risk management policy.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Board recognizes the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity.

Board Evaluation

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

Meetings

During the year six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Deposits

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

S No.	Particulars	Amount (Rs.)
(a)	Accepted during the year;	NIL
(b)	Remained unpaid or unclaimed as at the end of the year;
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-	NIL
	(i) at the beginning of the year;	NIL
	(ii) maximum duri ng the year;	NIL
	(iii) at the end of the year;	NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Act: NIL Extract of the Annual Return as provided under Section 92(3)

The extract of the annual return as provided under Section 92(3) forms part of Directors Report and is attached as “Annexure f’.

Green Initiatives

With the aim of going green and minimizing our impact on the environment, we are sending electronic copies of the Annual Report 2016 and Notice of the 23^rd AGM to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2016 and Notice of the 23^rd AGM are being sent in the permitted mode.

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

Directors'' Responsibility Statement

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

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

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

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

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

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

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

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

Statement on Declaration Given by Independent Directors under Section 149

The Company has received declarations from the Independent Directors of the Company stating that they meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 1956 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Remuneration Policy

As per the recommendation of the Nomination & Remuneration Committee of the Company and after considering data regarding remuneration paid in the market by companies of a similar size and activity the Board has formulated the Policy on Appointment & Remuneration of the Directors, Key Managerial Personnel and Other Employees, which has been enumerated in the Corporate Governance Report.

Statutory Auditors

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

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

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

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

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

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

Secretarial Audit

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

The Secretarial Audit Report was qualified on the following grounds:

i. The Company has not complied with the requirements of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

ii. The Company has complied with the requirements of Rules 10 and 20 (5) of the Companies (Management and Administration) Rules 2014, except translation of the notice into vernacular and management represents that the translators were not available at the time of publication as the same is time bound compliance.

iii. The Report of Annual General Meeting held on 22^nd September 2015 as required under Section 121 of the Act is yet to be filed.

Explanations or comments by the Board of Directors

I. That it is stated in the Directors Report for the year 2014-15 that the information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. Hence the same has not been included in the Annual Report.

ii. That the notices/information/results to be given in the English & Vernacular language news papers are given properly within the prescribed time in except that the same is not given in vernacular language in the vernacular language news paper and it is given in English language only due to non-availability of translator at the time of publication. And the same will be complied henceforth in true spirit.

iii. That the Report of the Annual General Meeting held on 22nd September 2015 as required under Section 121 of the Act is yet to be filed. That the Company has not filed the same immediately after annual general meeting as the Company is involved in the execution of expansion activities and thereafter in the month of March 2016 we have tried to file the same. However due to existence of technical problems in the Ministry of Corporate Affairs (MCA) website Form MGT-15 has not yet been filed. Further in the Form MGT-15 downloaded several times from MCA website check form was not happening.

That the technical problem in the MCA Portal has been witnessed by all the stakeholders connected to the MCA Portal and after making several requests and representations the Ministry of Corporate Affairs, Government of India vide General Circular No.03/2016 dated 12.04.2016 relaxed the additional fees payable on e forms which are due for filing by Companies between 25/03/2016 to 30/04/2016 as one time waiver of additional fee till 10/05/2016 as all the stakeholders were not able to fill the forms and upload on the MCA Portal. Further the Ministry of Corporate Affairs, Government of India, further extended the period for which the one time waiver of additional fees is applicable to all e-forms which are due for filing by companies between the 25th March 2016 upto 31st May 2016 as well as extend the last date for filing such documents and availing the benefit of waiver to 10.06.2016 [General Circular No.06/2016 dated 16/05/2016]. And further extended the period for which the one time waiver of additional fees is applicable to all e-forms which are due for filing by companies between the 25th March 2016 up to 30th June 2016 as well as extend the last date for filing such documents and availing the benefit of waiver to 10.07.2016 [General Circular No.07/2016 dated 31/05/2016].

Hence the Report of the Annual General Meeting will be filed once the technical problem is resolved.

Cost Audit

Pursuant to Section 148 of the Companies Act, 2013, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not required to audit the cost records but only required to maintain the cost records.

Board of Directors

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

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

Name of the Director	Designation	Date of appointment
Mr. Venkatesh H. Katwa	Non Executive Director	25.09.1995
Mr. Vilas H. Katwa	Managing Director	01.04.2007 re-appointed on 01.04.2012
Mr. Deepak H. Katwa	Director - CFO	25.5.2007
Mr. Ramesh M. Shah	Independent Director	04.02.2013
Mrs. Nisha Deepak Maganur	Independent Director	13.05.2013
Mr. Satish D Kalpavriksha	Independent Director	09.11.2013
Mrs. Narmada H. Katwa	Non Executive Director	10.11.2014
Mrs. Prajakta K. Kulkarni	Independent Director	10.11.2014

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

The brief resume and other details relating to the Directors, who are to be re-appointed are furnished in the Annual Report.

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

Key Managerial Personnel

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

1. Mr. Vilas H. Katwa, Managing Director

2. Mr. Rajesh Lakkar, Company Secretary

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

BOARD COMMITTEES

Audit Committee

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

1. Shri. Ramesh M. Shah, Chairman

2. Shri. Satish Kalpavriksha

3. Smt. Nisha Maganur

Nomination and Remuneration Committee

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

1. Smt. Nisha Maganur, Chairman

2. Shri. Venkatesh H. Katwa

3. Shri. Satish Kalpavriksha

Stakeholders Relationship Committee

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

1. Shri. Satish Kalpavriksha, Chairman

2. Smt. Prajakta K. Kulkarni

3. Smt. Nisha Maganur

Risk Management Committee

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

1. Shri. Satish Kalpavriksha, Chairman

2. Smt. Nisha Maganur

3. Shri. Venkatesh H. Katwa

Management Discussion & Analysis and Corporate Governance Report

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India. Pursuant to Schedule V read with Regulation 34(3) and 53(f) of the SEBI (LODR), 2013 a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of corporate governance are annexed as “Annexure If’ forming part of this report.

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

During the year under report, the equity shares of the Company were traded on the Bombay Stock Exchange. The Company has paid annual listing fee to the Bombay Stock Exchange up to the financial year 2015-16. During the financial year 2015-16 or up to the date of this report, the trading in the equity shares of the Company was not suspended.

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

A. Conservation of Energy

a. Energy conservation measures take n:	Efforts to conserve and optimize use of energy through improved operational methods are made on continuous basis.
b. Additional investments and proposals, if any, being implemented for the reduction of consumption of energy	No fresh investment is proposed but conscious effort is being made to save energy wherever possible.
c. Impact of the measures at (a) and (b) above for the reduction of energy consumption and consequent impact on the cost of production of goods	The cost saving is not substantial.
d. Total energy consumption	Rs. 11,78,34,161/-

B. Technology Absorption

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

C. Foreign exchange earnings and outgo: Nil

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

Form B

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

1. Specific areas in which R&D carried out by the Company	Nil
2. Benefit derived as a result of the above R & D	Nil
3. Future plan of action	Nil
4. Expenditure on R & D:
(a) Capital	Nil
(b) Recurring	Nil
(c) Total	Nil
(d) Total R&D expenditure as a percentage of total turnover	Nil

Technology, absorption, adoption and innovation

1. Efforts made in brief towards technology absorption, adoption a nd innovation:	Not applicable
2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitutes etc.	Not applicable
3. In case of imported technology [imported during the last five years reckoned from the beginning of the financial year] following information may be furnished (a) Technology imported (b) Year of import (c) Has technology been fully absorbed (d) If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action.	Not applicable

Particulars of Employees

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

ACKNOWLEDGEMENTS

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board of directors

For SHRI KESHAV CEMENTS AND INFRA LIMITED

(Vilas H. Katwa) (Deepak H. Katwa)

Place: Belgaum Managing Director-CEO Executive Director-CFO

Date: 27/05/2016 DIN : 00211504 DIN : 00206445

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Mar 31, 2015

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

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

[Amount in Rupees]

For the year For the year Particulars ending 31.03.2015 ending 31.03.2014

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

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

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

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

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

Add : MAT Credit Entitlement NIL NIL

Deferred Tax Asset_ NIL NIL

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

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

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

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

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

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

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

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

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

State of Company's Affair

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

Dividend

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

Reserves

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

Share capital

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

Finance

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

Change in the nature of business, if any

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

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

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

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

No such frauds are reported during the year under review.

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

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

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

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

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary / Associate Companies.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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

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

Vigil Mechanism / Whistle Blower Policy

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

Related Party Transactions

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

Sexual Harassment Policy

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

Risk Management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has developed and implemented the Risk Management Policy. The details of policy are set out in the Corporate Governance Report forming part of the Directors' Report.

Board Evaluation

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

Meetings

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

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

Deposits

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

(a) Accepted during the year: NIL

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

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

(i) at the beginning of the year; NIL

(ii) maximum during the year; NIL

(iii) at the end of the year; NIL

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

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

The extract of the annual return as provided under Section 92(3) forms part of Directors Report and is attached as "Annexure I".

Green Initiatives

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

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

Directors' Responsibility Statement

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

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

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

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

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

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

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

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

Statement on Declaration Given by Independent Directors under Section 149

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

Remuneration Policy

As per the recommendation of the Nomination & Remuneration Committee of the Company and after considering data regarding remuneration paid in the market by companies of a similar size and activity the Board has formulated the Policy on Appointment & Remuneration of the Directors, Key Managerial Personnel and Other Employees, which has been enumerated in the Corporate Governance Report.

Statutory Auditors

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

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

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

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

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

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

Secretarial Audit

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

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

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

Cost Auditors

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

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

Board of Directors

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

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

Name of the Director Designation Date of appointment

Mr. Venkatesh H. Katwa Non Executive Director 25.09.1995

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

Mr. Ramesh M. Shah Independent Director 04.02.2013

Mrs. Nisha Deepak Independent Director 13.05.2013 Maganur

Mr. Satish D Kalpavriksha Independent Director 09.11.2013

Mrs. Narmada H. Katwa Non Executive Director 10.11.2014

Mrs. Prajakta K. Kulkarni Independent Director 10.11.2014

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

Further the Board of Directors has appointed Mr. Prajakta K. Kulkarni & Mrs. Narmada H. Katwa as an Additional Directors of the Company with effect from 10th November 2014.

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

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

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

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

Key Managerial Personnel

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

1. Mr. Vilas H. Katwa, Managing Director

2. Mr. Rajesh Lakkar, Company Secretary

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

BOARD OMMITTEES

Audit Committee

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

1. Shri. Ramesh M. Shah, Chairman

2. Shri. Satish Kalpavriksha

3. Smt. Nisha Maganur

Nomination and Remuneration Committee

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

1. Smt. Nisha Maganur, Chairman

2. Shri. Venkatesh H. Katwa

3. Shri. Satish Kalpavriksha

Stakeholders Relationship Committee

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

1. Shri. Satish Kalpavriksha, Chairman

2. Smt. Prajakta K. Kulkarni

3. Smt. Nisha Maganur

Risk Management Committee

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

1. Shri. Satish Kalpavriksha, Chairman

2. Smt. Nisha Maganur

3. Shri. Venkatesh H. Katwa

Management Discussion & Analysis and Corporate Governance Report

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

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

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

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

A. Conservation of Energy

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

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

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

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

B. Technology Absorption

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

Research and development [R&D]

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

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

3. Future plan of action Nil

4. Expenditure on R & D:

(a) Capital Nil

(b) Recurring Nil

(c) Total Nil

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

Technology, absorption, adoption and innovation

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

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

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

(b) Year of import

(c) Has technology been fully absorbed

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

Particulars of Employees

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

ACKNOWLEDGEMENTS

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board of directors

For SHRI KESHAV CEMENTS AND INFRA LIMITED

Place: Belagavi (Vilas H. Katwa)

Date: 26/05/2015 Chairman

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Mar 31, 2014

The Members,

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

[Amount in Rupees]

For the year ending For the year Particulars 31.03.2014 ending 31.03.2013

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

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

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

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

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

Add: MAT Credit Entitlement NIL NIL

Deferred Tax Asset NIL NIL

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

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

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

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

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

Amount available for appropriation

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

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

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

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

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

OPERATIONS

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

DIVIDEND

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

EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SECTION 92(3)

The extract of the annual return as provided under Section 92(3) forms part of Directors Report and is attached as "Annexure !''.

NUMBER OF MEETINGS OF THE BOARD

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

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

STATUTORY AUDITORS

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

COST AUDITORS

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

BOARD OF DIRECTORS

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

COMPOSITION OF THE BOARD OF DIRECTORS

Name of the Director Designation Date of appointment

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

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

Mr. Deepak Katwa Non Executive Director 25.5.2007

Mr. AshokTarale Independent Director 04.02.2013

Mrs. Nisha Maganur Independent Director 13.05.2013

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

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

BOARD OMMITTEES Audit Committee

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

1. Shri. AshokTarale, Chairman

2. Shri. Satish Kalpavriksha

3. Smt. Nisha Maganur

Nomination and Remuneration Committee

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

1. Smt. Nisha Maganur, Chairman

2. Shri. Deepak Katwa

3. Shri. AshokTarale

Stakeholders Relationship Committee

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

1. Shri. Satish Kalpavriksha, Chairman

2. Shri. AshokTarale

3. Smt. Nisha Maganur

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

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

LISTING OF SHARES

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

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

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

A. CONSERVATION OF ENERGY

a. Energy conservation measures taken:

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

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

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

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

The cost saving is not substantial.

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

B. Technology Absorption

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

Form B

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

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

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

3. Future plan of action Nil

4. Expenditure on R & D:

(a) Capital Nil

(b) Recurring Nil

Total Nil

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

Technology, absorption, adoption and innovation

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

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

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

(a) Technology imported

(b) Year of import

(c) Has technology been fully absorbed

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

EMPLOYEE STATEMENT

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

ACKNOWLEDGEMENTS

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

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

Place: Belgaum (Venkatesh H. Katwa)

Date: 30/05/2014 Chairman

---

Mar 31, 2013

To, The Members,

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

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

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

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

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

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

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

Add: MAT Credit Entitlement NIL NIL

Deferred Tax Asset NIL NIL

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

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

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

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

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

Amount available for appropriation

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

Less : Appropriations 64,69,300 NIL

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

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

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

1. OPERATIONS

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

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

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

2. DIVIDEND

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

3. DIRECTORS''RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

6. BOARD OF DIRECTORS

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

COMPOSITION OF THE BOARD OF DIRECTORS

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

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

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

7. BOARD COMMITTEES Audit Committee

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

1. Mr. Mahesh Udadar, Chairman

2. Mr. Ashok Tarale

3. Mrs. Nisha Maganur ''

Remuneration Committee

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

1. Mr. Mahesh Udadar, Chairman

2. Mr. Ashok Tarale .

3. Mrs. Nisha Maganur

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

9. CORPORATE GOVERNANCE

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

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

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

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

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

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

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

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

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

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

C. Foreign exchange earnings and outgo: Nil

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

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

b. Total foreign exchange used and earned:

Earned "Nil

Used , 1 Nil

FormB Form for Disclosure of particulars with respect to absorption

Research and development [R&D]

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

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

3. Future plan of action Nil

4. Expenditure on H & D:

(a) Capital Nil (b) Recurring Nil

(c) Total Nil

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

Technology, absorption, adoption and innovation .

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

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

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

(a) Technology imported - .

(b) Year of import

(c) Has technology been fully absorbed Not applicable

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

12. EMPLOYEE STATEMENT

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

13. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of directors

Belgaum Venkatesh Katwa

Dated: 13th May 2013 Chairman

---

Mar 31, 2012

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

[Amount in Rupees]

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

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

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

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

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

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

Add : MAT Credit Entitlement NIL 23,29,950

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

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

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

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

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

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

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

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

1. OPERATIONS

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

2. DIVIDEND

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

3. DIRECTORS'RESPONSIBILITY STATEMENT The directors confirm .

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

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

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

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

I. AUDITORS

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

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

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

5. COST AUDITORS

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

6. BOARD OF DIRECTORS

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

COMPOSITION OF THE BOARD OF DIRECTORS

Name of the Director Designation Date of appointment

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

Mr. Govindraj Chitta Non. Executive Director 24.10.1994

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

Mrs. Bharati Kamatgi Independent Director 1.4. 2003

Mr.Deepak Katwa Non Executive Director 25.5.2007

Mr.Mahesh Udadar Independent Director 26.09.2011

7. BOARD COMMITTEES Audit Committee

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

1. Mr. Mahesh Udadar, Chairman

2. Mrs. Bharati Kamatgi

3. Mr. Govindraj Chitta

Remuneration Committee

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

1. Mr. Mahesh Udadar, Chairman

2. Mrs. Bharati Kamatgi

3. Mr. Govindraj Chitta

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

9. CORPORATE GOVERNANCE

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

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

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

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

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

CONSERVATION OF ENERGY A. Energy Consumption

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

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

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

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

B. Technology Absorption

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

C. Foreign exchange earnings and outgo: Nil

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

g.Total foreign exchange used and earned:

Earned Nil

Used Nil

Form B

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

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

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

3. Future plan of action Nil

4. Expenditure on R & D:

(a) Capital Nil

(b) Recurring Nil

(c) Total Nil

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

Technology, absorption, adoption and innovation

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

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

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

(a) Technology imported

(b) Year of import

(c) Has technology been fully absorbed Not applicable

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

12. EMPLOYEE STATEMENT

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

13. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of directors

Belgaum Venkatesh Katwa

Dated: 14th August 2012 Chairman

---

Mar 31, 2010

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

[Amount in Rupees]

For the year ending For the year ending

Particulars March 31st 2010 March 31st 2009

Earnings before interest

Depreciation and Tax 70685331 4,99,45,139

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

Depreciation 19,572,657 14,626,284

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

Add :Excess/[short]

Provision of Taxes NIL 2,02,007

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

Total 12,008.883 7,389,364

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

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

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

Amount available for appropriation

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

Appropriations Nil Nil

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

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



1. OPERATIONS:

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

2. DIVIDEND:

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

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

1. BOARD OF DIRECTORS

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

COMPOSITION OF BOARD OF DIRECTORS

Name of the Director Designation Date of appointment

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

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

Mr. Deepak Katwa Non Executive Director 25.5.2007

Mr. Dinesh Kotecha Independent Director 26.7.2007

Mr.Govindraj Chitta Independent Director 24.10.1994

Mrs Bharahi Kamatgi Independent Director 1.4.2003

1. AUDITORS

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

1. Impairment of assets in terms of AS 22

2. Inventory valuation being made and certified by the management

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

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

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

3- CORPORATE GOVERNANCE

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

4. EMPLOYEE STATEMENT

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

5. DIRECTORS RESPONSIBILITY STATEMENT: The directors confirm

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

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

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

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

BO ARD COMMITTEES

Audit Committee

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

1. Mr. Dinesh Kotecha, Chairman

2. Mrs. Bharati Kamatgi

3. Mr. Govindraj Chitta

Remuneration Committee

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

1. Mr. Dinesh Kotecha, Chairman

2. Mrs.Bharati Kamatgi

3. Mr.Govindraj Chitta

CONSERVATION OF ENERGY

A. Energy Consumption

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

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

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

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

B. Technology Absorption

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

C. Foreign exchange earnings and outgo: Nil

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

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

g. Total foreign exchange used and earned Nil

Earned Nil

Used Nil



FORM B

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

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

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

R and D Nil

Future plan of action Nil

Expenditure on RandD Nil

Capital Nil

Recurring: Nil

Total: Nil

Total R and D expenditure Nil

as a percentage of total turn over



Technology absorption, adoption and innovation

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

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

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

Technology imported: Not Applicable Year of import: Not Applicable

Has technology been fully absorbed: not applicable Not Applicable

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



1. ACKNOWLEDGEMENTS

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



For and on behalf of the Board of directors

Venkatesh Katwa Vilas Katwa

Chairman Managing Director

Place: Belgaum-590005

Dated: 11th May 2010