keshav cement · board of directors mr. h d katwa - chairman emeritus mr. venkatesh h katwa -...

S.NO CONTENT PAGE

1 Annual General Meeting Notice 03

2 Directors' Report 14

3 Management Discussion & Analysis Report 36

4 Corporate Governance 45

5 Auditor's Report 57

6 Balance Sheet 72

7 Pro t & Loss Account 73

8 Notes to accounts 74

9 Cash Flow Statement 85

10 Attendance Slip 91

11 Proxy 92

12 Route Map 94

INDEX

16

SHRI KESHAV CEMENTS & INFRA LIMITED (Formerly KATWA UDYOG LIMITED)

t h24 ANNUAL REPORT 2016 - 2017 1

BOARD OF DIRECTORS Mr. H D Katwa - Chairman Emeritus Mr. Venkatesh H Katwa - Chairman Mr. Vilas H Katwa - Managing Director Mr. Deepak H Katwa - CFO- Executive Director Mrs. Nisha Maganur - Independent & Non Executive Mr. Satish Kalpavriksha - Independent & Non Executive Mrs. Prajakta K. Kulkarni - Independent & Non Executive

COMPANY SECRETARY - Mr. Santhosh Shadadal

AUDITORS SECRETARIAL AUDITORS C A. Prabhakar K. Latkan, S. Kedarnath & Associates, CHARTERED ACCOUNTANT COMPANY SECRETARY

th 1083, Ananat Shyan Galli, 004, Ground Floor, Ojus Apts, 4 Main Belagavi – 590 002 Malleswaram, Bangalore – 560 003 [KA]

REGISTRAR AND SHARE TRANSFER AGENTCANBANK COMPUTER SERVICES LIMITED

st th218, J.P. Royale, 1 Floor, 14 Cross, Sampige Roadnd2 Main, Malleshwaram, Bangalore – 560 003 KA

Phone No.: +91-080-23469661/62/64/65E-mail: [email protected] Website: canbankrta.com

REGISTERED OFFICEth215/2, "Jyoti Tower", 6 Cross, Nazar Camp, Karbhar Galli, M. Vadgaon, Belagavi – 590005

PLANTSPlant I: R. S. No.346, at Kaladgi Village, Dist.: Bagalkot – 587 313 [KA]

Plant II: R. S. No. 15/4, Mudhol Industrial Area, At Nagnapur, Tal.: Mudhol Dist.: Bagalkot – 587 122 [KA]

BANKERS- Syndicate Bank, Camp Branch, Belagavi - Saraswat Co-operative Bank Limited

CORPORATE IDENTITY NUMBER - L26941KA1993PLC014104

GOODS AND SERVICES TAX (GST) NUMBER - 29AAACK8074H1Z8



NOTICE

Notice is hereby given that the 24th Annual General Meeting of the members of SHRI KESHAV CEMENTS AND thINFRA LIMITED will be held on Thursday, 28 September, 2017 at the Registered ofce of the Company: 215/2,

'Jyoti Tower', Karbhar Galli, Nazar Camp, M. Vadagon, Belagavi – 590 005 to transact the following business:-

ORDINARY BUSINESS:st1. To consider and adopt the Audited Balance Sheet as at 31 March 2017 and Prot and Loss Account for the year

ended as on that date and the Reports of the Directors' and the Auditors' thereon.2. To appoint a Director in place of Mr. Vilas Katwa, who retires by rotation and, being eligible, offers himself for

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

for reappointment.st4. To approve the dividend @ Rs.1/- per share on the equity shares of the Company for the Financial Year ended 31

March, 2017. "Resolved that the dividend of Rs.1/- per share on the 51,24,200 equity shares of Rs.10/- each of the company for

the year ended 31st March 2017 be and is hereby approved and the same be and is hereby conrmed as the nal dividend for the said year.

5. Appointment of Statutory Auditors as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014 and to authorize the Board of Directors to x their remuneration.

"RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Singhi & Co. Chartered Accountants, Bangalore be are hereby appointed as the Statutory Auditors of the Company, for a

th thterm of 05 years from the conclusion of this 24 AGM till the conclusion of 29 AGM held in the year 2022 subject to the ratication at each annual general meeting held after forthcoming annual general meeting on such remuneration as shall be xed by the Board of Directors of the Company.

SPECIAL BUSINESS:

6. Re-appointment of Mr. Vilas H Katwa as Managing Director. To Consider and, if thought t, to pass, with or without modication, the following resolution as a Ordinary

Resolution:

"RESOLVED THAT pursuant to provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013, (including any statutory modications or re-enactment(s) thereof, for the time being in force), subject to approval of the shareholders in the General Meeting and subject to approval of the Central Government and such other consents and permission as may be necessary, and subject to such modications, variations as may be approved and acceptable to the appointee, the consent of the Board of Directors be and is hereby accorded for the appointment of Mr. Vilas H Katwa, as Managing Director

thof the Company for a period of ve years from 27th May, 2017 to 26 May, 2022 and payment of remuneration for the aforesaid period will be as follows, as recommended by the Remuneration Committee in its meeting."



Salary ScaleRs.50,000/- per month

Perquisites Reimbursement of one mobile phone and one land line telephone

bills. Reimbursement of all petrol expenses and car maintenance.

RESOLVED FURTHER THAT Mr. Vilas Katwa in the capacity of Managing Director will be entrusted with among others the powers, authorities, functions, duties, responsibilities by Board of Directors of the Company, from time to time.

RESOLVED FURTHER THAT Mr. Venkatesh H Katwa, Chairman be and is hereby authorised todo all such acts, deeds and things as may be necessary, proper andexpedient for the purpose of giving effect to this resolution."

7. Amendment of Memorandum of Association of the Company. To Consider and, if thought t, to pass, with or without modication, the following resolution as a Ordinary

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 4 and 13 of the Companies Act, 2013 ("the Act") read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modication(s) or re-enactment thereof for the time being in force), subject to approval of shareholders of the Company and subject to approval of the Registrar of Companies, Bengaluru, the Board be and is hereby approved to alter the Memorandum of Association of the Company as follows:

A. The style of clause numbers of the memorandum of association be changed from Roman Style like I, II, III, etc. to English numeric like 1st, 2nd, 3rd, etc.;

B. Insert new sub-clause 4 under Clause 3rd (A) after sub-clause 3:

"To carry on, manage, supervise and control the business of transmitting, manufacturing, supplying, generating, distributing and dealing in solar energy and power generated by solar."

C. Delete the other objects Clause III(C) and insert the same other objects in the Clause 3rd (B) after clause no. 39 as below:

40. To carry on in India and elsewhere in any place or places in the world, the business of trade and nance agents, nanciers, money lenders, company promoters, merchants, importers, underwriter, real estate agents, building contractors, suppliers of goods to Government, and other public and private bodies, shroffs, guarantee brokers, miners, carriers by land and water, ship boat and barge owners and builders, charters, wharngers, warehouse-men, commission and forwarding and other agents, marine, re and other insurance, mucadum and brokers, packers, processors, peelers, spinners, weavers, bleachers, dyers, manufacturers, merchants and dealers in motor cars, airplane, ships, sub-marines, and in all or any merchandise commodities, goods, news, produce, products, iron brass founders, smelters, distributors, manufacturers, and makers of and dealers in dyes, colour, paints, varnishes, drugs, chemicals, oils, cements and manures or any one or more of such business in all of their respective branches.

41. To carry on the business as manufacturers of and dealers in indigenous dyestuffs, synthetic dyestuffs, including substantives, aids, mordent, sulphur, vat, solublished vat, azoic, salts, naphthols, direct colours, basic and rapid



fast colours, aniline black and all kinds and classes of dyestuffs, pigments and colours.

42. To carry on business of imports and exports, manufacturers of and dealers in chemicals, iron, steels, alloy, steel of any nature and kind whatever and as wholesale or retail chemists, druggists, analytical or pharmaceutical chemists, oil and colour men, importers, exporters and manufacturers of and dealers in heavy chemicals, oilseeds, acids, drug, trains, essences, pharmaceutical, sizing, medicinal, chemical, industrial, and other preparations articles of any nature and kind whatsoever, mineral and other waters, soaps, cements, oils, fats, paints, varnishes, compounds, rubber, chemicals or preparations, drugs, dyestuffs, organic or mineral intermediates, paints and paints colour grinders, makers of and dealers in articles of all kinds of electrical, chemical, photographical, original and scientic apparatus and material and to manufacture, rene, manipulate, import and deal in salts and marine minerals, and their derivatives, by products and compounds of any kind whatsoever.

43. To produce, manufacture, process, treat, purchase, sell or otherwise deal with either as principals or Agents either solely or in partnership with others, chemicals, of all kinds including acids, alkalies, and salts, manures, fertilizers, dyes, caustic soda, soda ash, sulphur, magnetite, dry ice, catechu, celotex, asbestos, building boards, to be used in calling floor or walls, made from any brous materials such as bagases, bumper, weevil paper, Jute, hemp, reclay, and re bricks, flooring tiles and roong materials, etc.

44. To provide and construct refreshment rooms, newspapers and reading rooms, writings rooms, dressing room, telephone and other conveniences for the use of customers and others.

45. To carry on all or any of the business of manufacturers and sellers or dealers and workers in cement of all kinds, concrete, asbestos, gypsum, coal, jute hessian, cloth, gunny bags, paper bags, lime. plaster, whiting clay, bauxite, soap stone, ochers, paints, xing materials gravel(Sand) bricks, tiles, pipes, pottery, earthenware, articial stone and manufacturers, builders and dyers' requisites of all kinds.

46. To carry on the business of cotton and polyester sarees, polyester clothes, cotton & polyester and silk fabrics, cotton and polyester spinners and doubles wool, silk and hemp spinners, lines manufacturers and to spin, weave and manufacture yarn. Clothes, silks, woolen synthetics and all types of ber including manmade fabrics and other textile goods and shall also carry on the business of dyers, printing, bleaching of yarns, clothes, fabrics, cotton, wool, silks and other staples, fabrics of all kinds including man & machine made polyester cotton and silk material.

D. The existing liability clause be substituted in line of new clause provided as per the Companies Act, 2013: "4th. The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them."

"RESOLVED FURTHER THAT the Memorandum of Association incorporating the aforesaid alterations placed before the Meeting be and is hereby approved."

"RESOLVED FURTHER THAT Mr. Vilas H Katwa, Managing Director be and is hereby authorised to do all such acts, deeds and things as may be necessary, proper and expedient for the purpose of giving effect to this resolution."



8. Increase in Authorised Share Capital of the Company. To Consider and, if thought t, to pass, with or without modication, the following resolution as a Ordinary

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 13, 61 and other applicable provisions, if any, of the Companies Act 2013 and rules made thereunder (including any statutory modication or re-enactment thereof for the time being in force), subject to provisions of Articles of Association and subject to the shareholder's approval in the General Meeting by means of a Special Resolution, the consent of the Board be and is hereby accorded to increase the authorized share capital of the Company from Rs.6,00,00,000/- divided into 60,00,000 equity share of Rs.10/- each to Rs.12,00,00,000 divided into 1,20,00,000 equity shares of Rs. 10/- each, ranking pari-passu with the existing shares in the Company and consequently Clause IV of the Memorandum of Association of the Company stands substituted by the following:

IV. "The authorized share capital of the company is Rs.12,00,00,000/-divided into 1,20,00,000 equity shares of Rs. 10/- each."

RESOLVED FURTHER THAT in pursuant to the provisions of Section 117 of the Act read with Rule 17 of Companies (Management and administration) Rules, 2014, Mr.Vilas Katwa, Managing Director be and is hereby authorized to le necessary forms within the prescribed time to Registrar with the fee as provided in the Companies (Registration of ofces and fees) Rules, 2014 and to do all acts and take all such steps as may be necessary, proper or expedient to give effect to the aforesaid resolution."

9. Adoption of new set of Articles as per the Companies Act, 2013 To Consider and, if thought t, to pass, with or without modication, the following resolution as a Special

Resolution:

"RESOLVED THAT subject to the approval of shareholders and pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Companies (Incorporation) Rules, 2014, including any statutory modications or re-enactment thereof from time to time, the Articles of Association of the Company be and is hereby altered to be in conformity with the provisions of the Act."

RESOLVED FURTHER THAT the new set of Articles of Association pursuant to the Act primarily based on the Form of Table F of Schedule I under the Act, be and is hereby approved and adopted as new set of Articles of Association in the place of existing Articles of Association of the Company.

RESOLVED FURTHER THAT Mr. Vilas H Katwa, Managing Director be and are hereby authorised to do all such acts, deeds and things as may be necessary or expedient to give effect to this resolution."

10. Appointment of Mr. Balasaheb Anantrao Mestri (DIN: 07898493) as an Independent Director. To consider and, if thought t, to pass, with or without modication(s), the following Resolution as an Ordinary

Resolution:



"RESOLVED THAT pursuant to the provisions of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 ("Act") and the rules made there under read with Schedule IV to the Act, (including statutory modication(s) or re-enactment thereof for the time being in force), Mr. balasaheb Anantro Mestri (DIN: 07898493), who was appointed as an Additional (Independent) Director of the Company by the Board of

thDirectors at its meeting held on August 12 , 2017 and whose term of ofce expires at this Annual General Meeeting ('AGM') and in respect of whom the Company has received a Notice in writing from a member alongwith the deposit of the requisite amount under Section 160 of the Companies Act, 2013 proposing his candidature for the ofce of Director and who has submitted a declaration that he meets the cretiria for independence as provided in Section 149(6) of the Act, be and is hereby appointed as an Independent Director of

ththe Company to hold ofce for a term of Five (5) consecutive years commencing from August 12 , 2017."

NOTES:1. An explanatory Statements pursuant to Section 102 of the Companies Act, 2013, in respect of Item no.6 to 10 set

out above is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF AND A PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY DULY COMPLETED AND SIGNED NOT LESS THAN 48 HOURS BEFORE THE MEETING.

3. A person can act as proxy on behalf of members not exceeding Fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case proxy is appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other member.

nd4. The Register of Members and the Share Transfer Books of the Company will remain closed from 22 September, th2017 to 28 September, 2017 [both the days inclusive] for the purpose of Annual General Meeting.

5. Members/proxies should bring the attendance Slips sent herewith duly lled in, for attending the Meeting.

6. An explanatory statement pursuant to Section 102 of the Companies Act, 2013 is attached.

7. Corporate Members intending to send their authorized representative/s pursuant to Section 113 of the companies Act, 2013 to attend the meeting are requested to send a certied copy of the Board Resolution together with their respective specimen signatures authorizing representative/s to attend and vote at the meeting.

8. Members desiring any information on accounts or operations of the Company are requested to forward his/her queries to the Company at least 8 days prior to the date of the Meeting, so that the required information is made available at the Meeting.

9. As members are aware, equity shares of the Company are traded in electronic form for all shareholders. Members who hold shares in physical form may dematerialize the same. ISIN allotted to the Company for this purpose is INE 260E01014.

10. Shareholders are requested to immediately notify any change in their address or bank mandate to their depository participants with whom they are maintaining their demate account or to the Company's registrar and Transfer Agents, namely, M/s. Canbank Computer Services Limited, Unit: Shri Keshav Cements and Infra Limited, #218,



st nd1 Floor, JP Royale, 2 Main, Sampige Road, malleswaram, Bangalore – 560 003, If shares are held in physical form.

11. The Ministry of Corporate Affairs, Government of India (MCA) as a part of its "Green Initiative in the Corporate Governance" has allowed paperless compliances by companies, permitting services of all notices/ documents including Annual Reports by Companies to its shareholders, through electronic mode instead of physical mode. Shareholders are therefore requested to register their E-mail addresses, in respect of their electronic holdings through their concerned Depository Participants (DP's) to support the Green Initiative of the Government.

12. For the convenience of members and proper conduct of the meeting, entry to the meeting venue will be regulated by attendance slip, enclosed with this notice. Members/ proxies are requested to duly ll the attendance slips and hand it over at the entrance of the meeting to attend the meeting. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

13. Electronic copy of the Annual Report is being sent to all the members whose e-mail IDs are registered with Company/ Depository participant(s) unless any member has requested for a hard copy of the same. For members who have not registered their e-mail address, physical copies of the Annual Report is being sent in the permitted mode.

14. Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and client ID/ Folio No. and members who hold shares in dematerialized form are requested to write their client ID and DP ID numbers and those who hold shares in physical form are requested to write their Folio Numbers in the attendance slip for attending the meeting.

15. Relevant documents referred to in the accompanying Notice and in the Explanatory Statements are open for inspection by the Members at the Company's Registered Ofce on all working days of the Company, during business hours up to the date of the meeting.

16. Members holding shares in single name and in physical form are advised to make a nomination in respect of their shareholding in the Company and those members who hold shares singly in dematerialization form are advised to make a nomination through their Depository Participants.

17. The Register of Directors' shareholding, maintained under Section 307/170 of the Companies Act, 1956/2013, will be available for inspection by the members at the registered ofce of the Company.

18. Voting through electronic means: i. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies

(Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015, the Company is pleased to provide members facility to exercise

ththeir right to vote on resolutions proposed to be considered at the 24 Annual General Meeting by electronic means and the business may be transacted through e-voting system from a place other than venue of the Annual General Meeting ("remote e-voting") will be provided by National Securities Depository Limited (NSDL).

ii The facility for voting through ballot paper shall be made available at the Annual General Meeting may also attend the Annual General Meeting but shall not be entitled to cast their vote again.



iii The Members who have cast their vote by remote e-voting prior to the Annual General Meeting may also attend the AGM but shall not be entitled to cast their vote again.

th th iv The remote e-voting period commences on 25 September 2017 (9.00 am) and ends on 27 September 2017 (05.00 pm). During this period members of the Company, holding shares either in physical form or

stdematerialization form, as on the cut-off date of 21 September, 2017 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

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

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

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

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

iii Clink on Shareholder – login.

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

v Password Change Menu appears, Change the password/ PIN with new password of your choice with minimum 8 digits/ character or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password condential.

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

vii Select the EVEN (E-Voting Events Number) of Shri Keshav Cements & Infra Limited.

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

ix Cast your vote by selecting appropriate option and click on "Submit" and also "Conrm" when prompted.

x Upon conrmation, the message "Vote cast successfully" will be displayed.

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

xii Institutional shareholders (i.e. other than individuals, HUF, NRI's, etc.) are required to send a scanned copy (PDF/ JPG format) of the relevant board resolution/ authority letter, etc., together with the attested specimen signature(s) of the duly authorized to vote to the Scrutinizer via email at: [email protected] a copy marked to . [email protected]

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

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

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

iii In case of any query, you may refer the Frequently Asked Questions (FAQ's) for members and remote e-



10

voting user manual for members available at the download section of or call on toll www.evoting.nsdl.comfree no.: 1800-222-990.

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

v You can also update your mobile number and e-mail Id in the user prole details of the folio which may be used for sending future communication(s).

vi The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the stCompany as om the cut-off date of 21 September, 2017

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

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

ix CS. Vikram Maddennavar, Practicing Company Secretary (M. No. 35458/ CP. No. 14083) has been appointed as Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

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

xi The Scrutinizer shall after the conclusion of voting at the Annual General Meeting, will rst count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of atleast two witnesses not in the employment of the Company and shall make, not letter than three days of the conclusion of the AGM , a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

xii The results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.keshavcement.com and on the website of NSDL immediately after the declaration of result by the Chairman oe a person authorized by him in writing. The results shall also be immediately forwarded to the stock exchanges at which the shares of the Company are listed.


t h24 ANNUAL REPORT 2016 - 2017

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

Sd/-Santosh Shadadal

Company Secretary

10

EXPLANATORY STATEMENT

The following explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 sets out all material facts relating to the business mentioned in item no.6 to 10 in the accompanying Notice of the Annual General Meeting.

Item No.6: th Mr. Vilas H Katwa was appointed as Managing Director of the Company on 27 September, 2012 for a

thperiod of 5 years and upon expiration of his tenure he was re-appointed in the Board Meeting held on 27 May, 2017 for a period of 5 years with effect from May 27, 2017.

The Board of Directors at its meeting held on May 27, 2017, have recommended to re-appoint Mr. Vilas H Katwa as Managing Director of the Company on the remuneration as recommended by the Nomination and

th thRemuneration Committee for a further period of Five (5) years, commencing from 27 May, 2017 to 26 May, 2022 subject to necessary approvals. The Board had further authorized Nomination and remuneration Committee to approve the revision in the remuneration from time to time within the limit as approved by the Board.

Salary Scale Rs.50,000/- per month Perquisites Reimbursement of one mobile phone and one land line telephone bills. Reimbursement of all petrol expenses and car maintenance.

The appointment of Mr. Vilas H Katwa is appropriate and in the best interest of the Company. Thus, the Board of Directors recommends the resolution set out at Item No.6 of the notice for your approval.

Item No.7: th Yours directors' in its meeting held on 27 May, 2017 had approved (subject to the approval of members) the

amendment in the Memorandum of Association of the Company with respect to the following:

A. The style of clause numbers of the memorandum of association be changed from Roman Style like I, II, III, etc. to st nd rdEnglish numeric like 1 , 2 , 3 , etc.,

rdB. Insert new sub-clause 4 under Clause 3 (A) after sub-clause 3: "To carry on, manage, supervise and control the business of transmitting, manufacturing, supplying, generating,

distributing and dealing in solar energy and power generated by solar."

rdC. Delete the other objects Clause III(C) and insert the same other objects in the Clause 3 (B) after clause no.39. The draft of the amended Memorandum of Association proposed for approval, are available for inspection by the

shareholders of the Company during normal business hours at the Registered ofce of the Company and copies thereof shall also be made available for inspection at the Corporate ofce of the Company and also at the place of the meeting on the meeting day.

In terms of Section 4 and 13 of the Companies Act, 2013, the consent of members by way of Special Resolution is required for proposed amendments in the Memorandum of Association of the Company.



Your Directors commend passing of this resolution by way of a Special Resolution. None of the Directors, KMP's, or their relatives are interested or concerned, nancially or otherwise, in the

resolution set out at Item No.7.

Item No. 8:

The current Authorised Capital the Company is Rs.6,00,00,000/- (Rupees Six Crore only) and the paid up share capital of the Company is Rs.5,12,42,000/- (Rupees Five crore twele lakhs and forty two thousand only). The Company proposes to increase its authorized share capital to Rs.12,00,00,000/- (Rupees Twelve Crore only) to facilitate any fund raising in future.

The Increase in the Authorised Share Capital of the Company will also require consequential amendment in the Cluase IV of the Memorandum of Association of the Company.

Pursuant to Section 13 and 62 of the Companies Act, 2013, alteration of the Capital Cluase requires approval of members of the Company by way of passing an Ordinary Resolution to that effect.

The Directors recommended the resolution set out in the Notice for approval of the Members.

None of the Directors, KMP's, or their relatives are interested or concerned, nancially or otherwise.

Item No. 9:

Upon enactment of the Companies Act, 2013, various provisions of the Companies Act, 1956 have been repealed and in view of the same the Articles of Association of the Company needs to be re-aligned as per the provisions of the new Act.

th The Board of Directors in its meeting held on 27 May, 2017 decided (subject to approval of members) to adopt a new set of Articles of Association in place of and to the exclusion of existing Articles of Association of the Company.

The draft of new set of Articles proposed for approval is being made available for inspection by the shareholders of the Company during normal business hours at the registered ofce of the Company and copies thereof shall also be made available for inspection at the Corporate ofce of the Company and also at the place of the meeting on the meeting day.

In terms of Section 14 of the Companies Act, 2013, the Consent of the Members by way of Special Resolution is required for adoption of new set of Articles of Association of the Company.

The Directors recommended the resolution set out in the Notice for approval of the Members.

None of the Directors, KMP's, or their relatives are interested or concerned, nancially or otherwise.

Item No. 10:

Mr. Balasaheb Anantrao Mestri (DIN: 07898493) was appointed as an Additional (Independent) Director of the



thCompany with effect from August 12 , 2017 by the Board of Directors. In terms of Section 161(1) of the Companies Act, 2013, Mr. Balasaheb Anantrao Mestri holds ofce upto the date of this Annual General Meeting, but is eligible for the appointment as Director.

The Company has received from Mr. Balasaheb Mesri, a consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualication of Directors) Rules, 2014 to appoint as an Independent Director on its Board and the Independent Director shall not be included in the total number of directors for retirement by rotation. Accourdingly, in terms of provisions of Section 149, 150, 152, Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualication of Directors) Rules, 2014, the Board of Directors of the Company had appointed (subject to the approval of the members at the ensuring General Meeting, Mr. Balasaheb A Mestri, as an Independent Director of the Company within the meaning of Section 2(47) read with Section 149(6) of the Companies Act, 2013 for a term of 5 consecutive years commencing from August 12, 2017.

By Order of the Board of Directors For SHRI KESHAV CEMENTS AND INFRA LIMITED Sd/- Santosh Shadadal Company Secretary





DIRECTORS' REPORTTo,The Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the business and operations of the stCompany along with Audited financials for the year ended as on 31 March 2017.

Financial Results:

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

Particulars 31st March, 2017 31st March, 2016

Revenue from operations (Net) 50,35,22,207 55,42,98,701 Other Income ‐‐ ‐‐

Total Revenue 50,35,22,207 55,42,98,701 Earnings before Interest, tax & Depreciation Finance costs 3,13,40,524 3,33,55,875 Depreciation 6,90,34,408 2,93,62,591 Profit before Tax 65,81,508 6,29,04,055

Total of tax Expenses (7,48,606) 2,06,85,930 Profit after Tax 73,30,114 4,22,18,125 Add: Profit brought forward from the previous ‐‐ ‐‐ Profit available for appropriation 73,30,114 4,22,18,125 Less: Dividend 51,24,200 51,24,200 Less: Tax on proposed Dividend on Equity Shares 10,43,200 10,43,200 Transfer to General Reserves 11,62,714 3,55,38,305 EPS (Basic) 1.03 8.53 Diluted 1.03 8.53

State of Affairs of the Company: Your Directors are pleased to inform you that during the year under review the total revenue comes to 5,035.22 lakhs as against previous year total revenue of Rs. 5,542.99 Lakhs. The pre-tax profit is Rs. 65.81 Lakhs as against previous profit of Rs. 629.04 Lakhs. Post tax is of Rs. 73.30 Lakhs as against previous year profit of Rs. 422.18 Lakhs. The High depreciation of Rs.690.34/- lakhs during the year as against previous year depreciation Rs. 293.63/- is due to capital expenditure. This year company has debited the investment allowance of Rs.520.52 lakhs as per the Income Tax Act and directly credited to reserves. The Directors are confident of achieving continuous progress in sales and profit in the years to come.

Dividend: Yours Directors recommend a final Dividend of Rs. 1/- per share for the Financial year ended March 31, 2017, amounting to Rs. 51,24,200/- (Inclusive of Tax of Rs. 10,43,200/-). The dividend payout is subject to approval of members at the ensuring Annual General Meeting.

14

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. 11,62,714/- to the Reserves and Rs. 51,24, 200/- to Dividend Reserve.

Share Capital: During the year under review, the Authorized Equity Share Capital of the Company as on 31st March 2017 was Rs. 6,00,00,000/- and the Paid-up Equity Share Capital as on 31st March 2017 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.

Finance: Cash and cash equivalent as at 31st March 2017 was Rs. 5.88 crore. 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. However the new name of the Company has been accepted by the Bombay Stock Exchange on July 25, 2017.

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 were reported by the Auditors 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 Subsidiaries/Joint Ventures/Associate Companies.

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

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.



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.

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 transaction were provided in the notes to financial statements. Hence separate Form AOC 2 has not been attached.

Disclosure under the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013 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”. The following is a summary of sexual harassment complaints received and disposed off during the financial year ending March 31, 2017:Number of complaints received: NILNumber of complaints disposed off: NIL

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.

Meetings: During the year Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report that forms part of this Annual 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: Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

Extract of the Annual Return: The details forming part of the Annual Return in Form MGT-9 is annexed herewith as “Annexure 1”.

Green Initiatives: With the aim of going green and minimizing our impact on the environment, we are sending electronic copies of the Annual Report 2017 and Notice of the 24th Annual General Meeting 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 2017 and Notice of the 24th Annual General Meeting 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 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.

18



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.

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. Rajesh Lakkar, Company Secretary of the Company resigned as Company Secretary and KMP w.e.f. January 19, 2017 and in his place, Mr. Santhosh Shadadal was appointed as Company Secretary and KMP w.e.f. January 19, 2017. Further Mr. Ramesh Shah resigned from the directorship of the Company w.e.f. February 22, 2017. Further there were no changes in the Board of Directors of the Company.

Fact of resignation of Director: Mr. Ramesh Shah resigned from the Board of the Company due to his personal commitments.

(b) Declaration by an Independent Director: 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) Re-appointment of Managing Director: Mr. Vilas Katwa was re-appointed as Managing Director of the Company for period of 5 (Five) years by the

Board of Directors at its meeting held on May 27, 2017 subject to approval of shareholders at their meeting.

(e) Disclosure on Reappointment of Independent Director: The Company has not re-appointed any independent director who had completed his/her tenure of 5 years.

19



AUDITORS AND AUDITORS' REPORT:

Statutory Auditor:

The term of CA Prabhakar Latkan, Chartered Accountant, statutory auditors of the company will expires in the conclusion of this 24th AGM, therefore, the Company has appointed M/s. Singhi & Co, Chartered Accountants, Bangalore as Statutory Auditors of the Company for a term of 05 years from the conclusion of this AGM till the conclusion of 29th Annual General Meeting held in the year 2022 subject to the ratification at each annual general meeting held after forthcoming annual general meeting.

They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit :

The Board has appointed M/s S. Kedarnatah & Associates, Practicing Company Secretary as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as “Annexure 2” to this Report.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports: The following qualifications were made by the Practicing Company Secretary in his report and also the response of the Board is given below:

The qualification and replies of the Board are as follows:

a) There was delay in filing of AGM Report and Form MGT-15 for the AGM held for the year ended 2016.

Response: Delay was due to unavoidable circumstances, the same was filed later on with additional fees.

(b) The Company has appointed Mr. Deepak Katwa as CFO of the Company and the last AGM held for the year ended 31.03.2016. However, it appears that drawing remuneration as CFO of the Company is as good as drawing remuneration as executive Director of the Company and hence necessary resolution and forms could have been filed with Registrar of Companies, Karnataka.

Response: The necessary forms relating to appointment of Mr. Deepak Katwa as CFO are filed with ROC, Bangalore.

20



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.

Nomination & Remuneration Committee: Details pertaining to composition of Nomination & Remuneration Committee are included in the report on Corporate Governance.

Remuneration Policy: The Board has on the recommendation of nomination & remuneration committee farmed a policy for selection and appointment of directors, senior management and their remuneration and is attached as “Annexure 3” to this report.

Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives: 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.

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 4”. 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.

Corporate Governance and Management Discussion and Analysis: Pursuant to listing agreement with Stock Exchange, report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been included in this annual report as “Annexure 5”.

Audit Committee: Details pertaining to composition of Audit Committee are included in the report on Corporate Governance. All the recommendations made by Audit Committee were accepted by Board.

21



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. 9,17,19,388/‐

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 m anagement 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

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

22

Form BForm 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 percent age of total turnover Nil

Technology, absorption, adoption and innovation1. 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

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 KatwaDate: 12.08.2017 Chairman



16

Annexure - 1FORMING PART OF THE DIRECTOR'S REPORT FOR THE YEAR ENDED 31st MARCH 2017

Form No. MGT-9EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31/03/2017[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]i) CIN L26941KA1993PLC014104ii) Registra on Date 17/03/1993iii) Name of the Company SHRI KESHAV CEMENTS AND INFRA LIMITEDiv) Category/Sub‐Category of the

CompanyCompany Limited by SharesIndian Non‐Govt. Company

v) Address of the Registered Office & Contact details

‘Jyo Towers’, 215/2, 6 th Cross Nazar CampKarbharGalli, MadhavpurVadgaon, Belgaum, Karnataka – 590005PhoneNo.:+91‐0831‐2483510FaxNo.+91‐0831‐2484421E‐mail:investorsrela [email protected]:www.keshavcement .com

vi) Whether Listed Company Yesvii) Name, Address and Contact details of

Registrar and Transfer Agent, if anyCanbank Computer Services Limited218,J.P.Royale,1st Floor,14th Cross, SampigeRoad, 2 nd Main, Malleshwaram, Bangalore‐560003PhoneNo.:+91‐080‐23469661/62/64/65FaxNo.+91‐080‐23469667E‐mail:[email protected]:canbankrta.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:All the business ac vi es contribu ng 10 % or more of the total turnover of the company shall be stated:‐

S.No. Name and Descrip on ofmain products /

services

NIC Code of the Product/Service

% to totalturnover of the

company1 Cement Group: 239

Class: 2394Sub‐Class: 23941

100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S No Name and Address ofthe Company

CIN/GLN Holding/Subsidiary/Associate

% ofsharesheld

ApplicableSec on

NIL



IV. SHARE HOLDING PATTERN: (Equity Share Capital Breakup as percentage of Total Equity):(i) Category-wise Share Holding:

Category ofShareholders

No. of Shares held at thebeginning of the year

No. of Shares held at theend of the year

%Changeduringthe year

Demat Physical Total

% of Total Shares

Demat Physical Total

% of Total Shares

duringthe year

A. Promoters(1) Indiana) Individual /HUF 1650648 1650648 32.21 3013732 3013732 58.81 (26.60)b) Central Govt.c) State Govt(s).d) Bodies Corp. 1824264 1824264 35.60 461180 461180 9.00 26.60e) Banks/FIf) Any Other (Directors/Promoters & their Rela ves)Sub-total(A) (1)

3474912 3474912 67.81 3474912 3474912 67.81 Nil

(2) Foreigna) NRIs ‐ Individualsb) Other – Individualsc) Bodies Corp.d) Banks/FIe) Any OtherSub-total(A) (2)Total Shareholding of Promoters

3474912 3474912 67.81 3474912 3474912 67.81 Nil

(A) = (A) (1) +(A) (2)

B. Public Shareholding(1) Ins tu onsa) Mutual Fundsb) Banks/FIc) Central Govt.d) State Govt(s).e) Venture Capital Fundsf) Insurance Companiesg) FIIsh) Foreign Venture Capital Fundsi) Others (Specify)Sub-total(B) (1)



(2) Non-Ins tu onsa) BodiesCorp. 61498 61498 1.20 27892 27892 0.54 (0.66)

i) Indianii) Overseasb) Individualsi) Individualshareholdersholding nominal share capital uptoRs. 1 lakh

1296528 1296528 25.30 822324 508800 1331124 24.36 0.94

ii) Individualshareholdersholding nominal share capital in excess of Rs 1 lakh

101727 101727 1.99 101727 101727 1.99 0.00

c) Others (Specify)

i) NRI 159137 159137 3.11 169329 169329 3.30 (0.19)ii) Clearing Member 1139 1139 0.02 1708 1708 0.03 (0.01)iii) HUF 29259 29259 0.57 17508 17508 0.34 0.23Sub-total(B)(2)

1649288 1649288 32.19 1140488 508800 1649426 32.19 0.00

Total PublicShareholding(B)=(B)(1)+(B)(2)

1649288 1649288 32.19 1140488 508800 1649288 32.19 0.00

C. Shares held byCustodian forGDRs & ADRsGrand Total(A+B+C)

5124200 5124200 100 4615400 508800 5124200 100 NA



(ii) Shareholding of Promoters

S No

Shareholders Name

Shareholding at theend of the year

Shareholding at thebeginning of the year % of

change in shareholdingduring the year

No of Shares

% oftotalSharesof thecompany

%ofSharesPledged /encumbered to total shares

No of Shares

% oftotalSharesof thecompany

%ofSharesPledged /encumbered to total shares

change in shareholdingduring the year

1 Mr. Hanamantsa D. Katwa 290 0.01 Nil 9590 0.19 Nil

0.18

2 Mr. Hanamantsa D. Katwa (HUF)

160200 3.13 Nil 160200 3.13 Nil

Nil

3 Mr. Vilas H. Katwa 483800 9.44 Nil 804190 15.69 Nil

6.25

4 Mrs. Narmada H. Katwa 6948 0.14 Nil 6948 0.14 Nil Nil

5 Mr. Venkatesh H. Katwa 483800 9.44 Nil 680350 13.28 Nil

3.84

6 Mr. Roopa V. Katwa 10000 0.20 Nil 261350 5.10 Nil

4.91

7 Mrs. Prajakta D. Katwa 10000 0.20 Nil 147488 2.88 Nil

2.68

8 Mrs. Tina V. Katwa 10000 0.20 Nil 137510 2.68 Nil

2.49

9 Mr. Deepak H. Katwa 483800 9.44 Nil 804296 15.70 Nil

6.25

10 Mrs. Jyo Katwa 1810 0.04 Nil 1810 0.04 Nil Nil

11 KatwaInfotech Limited 1740264 33.96 Nil 461180 9.00 Nil

(24.96)

12 Katwa Construc on Company Limited

84000 1.639 Nil Nil Nil Nil (100)

3474912 67.81 Nil 3474912 67.81 Nil



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

S No.

Shareholding at the beginning of the year

Cumula ve Shareholdingduring the year

Name of the each promoter

No. of shares % of total shares of the company


1 Mr. Hanamantsa D. Katwa 9590 0.19 290 0.0062 Mr. Hanamantsa D. Katwa

(HUF) 160200 3.13 160200 3.13

3 Mr. Vilas H. Katwa 804190 15.69 483800 9.444 Mrs. Narmada H. Katwa 6948 0.14 6948 0.145 Mr. Venkatesh H. Katwa 680350 13.28 483800 9.446 Mr. Roopa V. Katwa 261350 5.10 10000 0.207 Mrs. Prajakta D. Katwa 147488 2.88 10000 0.208 Mrs. Tina V. Katwa 137510 2.68 10000 0.209 Mr. Deepak H. Katwa 804296 15.70 483800 9.4410 Mrs. Jyo Katwa 1810 0.035 1810 0.03511 KatwaInfotech Limited 461180 9.00 1740264 33.9612 Katwa Construc on

Company Limited ‐‐ ‐‐ 84000 1.64

Total 3474912 67.81 3474912 67.81

(iv) Shareholding Pa ern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

S No.

Shareholding at the beginning of the year (01.04.2016)

Shareholding at the endof the year (31.03.2017)

For Each of the Top 10 Shareholders



1 NileshAnantNaik 76527 1.49 76527 1.492 SurekhaMahendraKhetani 25200 0.49 25200 0.493 In me Equi es Limited ‐‐ ‐‐ 24980 0.494 PallaviHiten Kumar Raja 24500 0.48 24500 0.484 AnuragVithlani 20000 0.39 20000 0.395 HitenkumarAmritlal Raja 16300 0.32 16300 0.326 Lalita Ben Amritlal Shah 16300 0.32 16300 0.327 ManjuSinghi ‐‐ ‐‐ 11535 0.238 Rajiv BhupendraVithlani 15713 0.31 ‐‐ ‐‐9 Srinivasan R 11518 0.22 11518 0.229 Bhara Jayant Shah 10018 0.20 10018 0.2010 Deepak Ra lalDhakan 9800 0.19 9800 0.19



(v) Shareholding of Directors and Key Managerial Personnel:

S No.

Shareholding at the beginning of the year

Cumula ve Shareholdingduring the year

Name of Each Director and KMP



1 Mr. VenkateshKatwa 680350 13.28 483800 9.442 Mr. Vilas Katwa 804190 15.69 483800 9.44

3 Mr. Deepak Katwa 804296 15.70 483800 9.44

4 Mrs. N H Katwa 6948 0.14 6948 0.14Total 2295784 44.81 1458348 28.46

V. INDEBTEDNESS:Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtness

Indebtedness at the beginning of the financial yeari) Principal Amount 15,46,55,349 11,89,89,762 ‐‐ 27,36,45,111ii) Interest due but not paid

‐‐ ‐‐ ‐‐ ‐‐

iii) Interest accrued but not due

‐‐ ‐‐ ‐‐‐ ‐‐

Total (i+ii+iii) 15,46,55,349 11,89,89,762 ‐‐ 27,36,45,111Change in Indebtednessduring the financial yearAddi on 30,29,72,005 6,74,96,548 ‐‐ 37,04,68,553Reduc on ‐‐ ‐‐ ‐‐

Net Change 30,29,72,005 6,74,96,548 -- 37,04,68,553

Indebtedness at the end of the financial year

i) Principal Amount 45,76,27,354 18,64,86,310 ‐‐ 64,41,13,664ii) Interest due but not paid

‐‐ ‐‐ ‐‐ ‐‐

iii) Interest accrued but not due

‐‐ ‐‐ ‐‐ ‐‐

Total (i+ii+iii) 45,76,27,354 18,64,86,310 -- 64,41,13,664



VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remunera on to Managing Director, Whole- me Directors and/or Manager:

S No Par culars of Remunera on Managing Director & CEO

TotalAmount

1 Gross Salary

(a) Salary as per provisions contained in sec on 17(1) of the Income‐tax Act,1961

Rs.6,00,000 Rs.6,00,000

(b) Value of perquisites u/s 17(2) Income‐tax Act, 1961

- -

(c) Profits in lieu of salary under sec on 17(3) Income tax Act, 1961

- -

2 Stock Op on - -3 Sweat Equity - -4 Commission - -

∙ As % of profit - -∙ Others specify - -

5 Others, please specify - -Total (A) Rs.6,00,000 Rs.6,00,000Ceiling as per the Act Yes

B. REMUNERATION TO OTHER DIRECTORS:S.

NoPar culars of

Remunera onName of the Director

1Independent Director

NishaMaganur Sa sh Kalpavriksha

Ramesh Shah

PrajaktaKulkarni

Fee for a ending board /commi ee mee ngs

Rs.20,000 Rs.20,000 Rs.20,000

Rs.10,000

CommissionOthers, please specifyTotal (1) Rs.20,000 Rs.20,000 Rs.20,00

0Rs.10,000

2 Other Non-Execu ve DirectorsFee for a ending board /commi ee mee ngs

- - -

Commission - - -

Others, please specify - - -

Total (2) - - -

Total (B)=(1+2) Rs.70,000

Total Managerial remunera on

Rs.70,000

Ceiling as per the Act Yes



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

S No

Par culars of Remunera on Key Managerial Personnel TotalAmount

1

Gross Salary

CEO Mr. SanthoshShadadalCompany Secretary*

Mr. Deepak H KatwaCFO

(a) Salary as per provisions contained in sec on 17(1) of the Income‐tax Act,1961

‐‐ Rs.62,300 3,00,000 3,62,300

(b) Value of perquisites u/s 17(2) Income‐tax Act, 1961

- - - -

(c) Profits in lieu of salary under sec on 17(3) Income tax Act, 1961

- - - -

2 Stock Op on - - - -3 Sweat Equity - - - -4 Commission

∙ As % of profit - - - -∙ Others specify - - - -

5 Others, please specify - - - -Total

-- 62,300* 3,00,000 3,62,300

* Mr. SanthoshShadadal, Company Secretary has been appointed w.e.f. 19 th January, 2017.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Sec on ofThe

CompaniesAct

BriefDescrip on

Details ofPenalty /

Punishment/Compoundingfees imposed

Authority[RD / NCLT/ COURT]

Appeal made,

if any (giveDetails)

A. COMPANYPenalty - - - - -Punishment - - - - -Compounding - - - - -B. DIRECTORSPenalty - - - - -

Punishment - - - - -

Compounding - - - - -

C. OTHER OFFICERS IN DEFAULTPenalty - - - - -

Punishment - - - - -

Compounding - - - - -

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

Venkatesh KatwaChairman

Place: Belgaum

Date: 12.08.2017





Annexure - 2SECRETARIAL AUDIT REPORT

[Pursuant to Section204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

st(FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2017)

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

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Shri Keshav Cements & Infra Limited having CIN: L26941KA1993PLC014104 (the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verication of the Company's books, papers, minute books, forms and returns led and other records maintained by the Company and also the information provided by the Company, its ofcers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the

stCompany has, during the audit period covering the nancial year ended on 31 March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns led and other records maintained by the stCompany for the nancial year ended on 31 March, 2017 (nancial year) according to the provisions of:

1. The Companies Act, 2013 (the Act) and the Rules made there under;2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there under;3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; and 5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 ('SEBI Act') as amended from time to time

1. Report that during the financial year – i There were no occasions needing compliance under the provisions of The SEBI (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011.

32

ii The Company has complied with the requirements of The SEBI (Prohibition of Insider Trading) Regulations, 2015 as to providing necessary information on the Company's website and other necessary disclosures.

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

iv The Company has not issued any securities under ESOP/ESPS schemes attracting the provisions of The SEBI (Employees Shares Benets Scheme) Regulations 2014;

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

vi The Company has complied with the requirements of The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

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

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

ix The Company has registered under SCORES as required under Listing Agreement with the BSE.x There was a delay in payment of listing fees to the Stock Exchange.xi There was a delay in ling of AGM Report in Form MGT-15 for the AGM held for the year ended 2016.xii The Company has appointed Ms. Deepak Katwa as CFO of the Company in the last AGM held for the year 2016

and changed the designation to whole time Director. However necessary ling for change in designation as whole time Director is yet to be led.

2. We further report that in accordance with the guidelines issued by the Institute of Company Secretaries of India

(ICSI) on the applicability of industry specic laws as applicable to the Company and based on the information received and records maintained, the Company has, in our opinion, generally complied with the provisions of following laws, except that the Company needs to strengthen the safety standards at the work place and compliance in respect of payment salary/wages under the Payment of Wages Act, ESI Act, PF Act;

1. Legal Metrology Act, 2009 and the Rules thereon 2. Cement Control Order, 19673. Cement Cess Rule, 19934. Cement (Quality Control) Order 20035. Bureau of Indian Standards Rules, 19876. Explosives Act, 1884 and the Rules thereon 7. Hazardous Wastes (Management, Handling and Trans boundary Movement) Rules, 20158. The Standards of Weights and Measures Act, 1976 and the Standards of Weights and Measures (Packaged

Commodities) Rules, 19779. Competition Act, 2002, Rules & Regulations 10. Noise Pollution (Control and Regulation) Rules 199911. Factories Act, 194812. Water (Prevention and Control of Pollution) Act, 197413. Air (Prevention and Control of Pollution) Act, 198114. Environmental Protection Act, 1986.



15. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 &16. Applicable Labour Laws.

3. We state that since the provisions relating to Audit of Accounts and the related nancial records including Income Tax, Central Excise, Sales Tax and other connected enactments the records of which have been covered under the Financial Audit, the same are not dealt with in any manner in our Secretarial Audit Report.

4. The company has generally complied with the applicable Secretarial standards SS-1 and SS-2 issued by ICSI and notied by the Central Government with respect to Board Meetings and General Meetings that were held during the nancial year under report.

5. We further report that the Company has been advised to take necessary steps to reflect the Company's name as approved by the Ministry of Corporate Affairs in the website of BSE.

6 We further report that the Board of Directors of the Company is duly constituted with proper balance of

Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

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

Majority decisions of the Board is carried through and the minutes of the meetings are self-explanatory with respect to recording of dissenting members' views, if any.

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

9. We further report that during nancial year under report, there were no events which have bearing on the affairs of the affecting the nancial position, except as mentioned below:

i The Company has proposed to set up 20 megawatt solar power project at Biserahalli Village, Koppal Taluk, Koppal District, and Karnataka.

ii The Company has acquired new limestone quarry on lease and expects to commence quarry operations for captive consumption.

For S. Kedarnath & Associates.,Place: Bengaluru Company Secretaries

Date:18.07.2017 Sd/- S. Kedarnath Company Secretaries (Note: This report is to be read with our letter of even date which is annexed as 'Annexure - A' and forms an

integral part of this Report.)



Annexure "A"

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

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

i Maintenance of secretarial records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

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

3 We have not veried the correctness and appropriateness of nancial records and Books of Accounts of the Company like, Income Tax, Sales Tax, Central Excise, Customs Law etc.,.

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

5 The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the Management in terms of Section 134 (5) (f) of the Companies Act, 2013. Our examination was limited to the verication of procedures on test basis.

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

For S. Kedarnath & Associates. Company Secretaries

Sd/- S. Kedarnath Company SecretaryPlace: Bengaluru Date: 18.07.2017





MANAGEMENT DISCUSSION AND ANASYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS – OUTLOOK

India is the second largest producer of cement in the world. India's cement industry is a vital part of its economy, providing employment to more than a million people, directly or indirectly. Ever since it was deregulated in 1982, the Indian cement industry has attracted huge investments, both from Indian as well as foreign investors.

India has a lot of potential for development in the infrastructure and construction sector and the cement sector is expected to largely benet from it. Some of the recent major government initiatives such as development of 98 smart cities are expected to provide a major boost to the sector.

Expecting such developments in the country and aided by suitable government foreign policies, several foreign players such as Lafarge-Holcim, Heidelberg Cement, and Vicat have invested in the country in the recent past. A signicant factor which aids the growth of this sector is the ready availability of the raw materials for making cement, such as limestone and coal.

Market Size:

Cement demand in India is expected to increase due to governments'push for large infrastructure projects.

India's cement demand is expected to reach 550-600 Million tons per annum (MTPA) by 2025. The housing sector is the biggest demand driver of Cement, accounting for about 67 per cent of the total consumption in India.

According to the report of the India Brand Equity Foundation: The Indian cement industry is dominated by a few Companies. The top 20 cement companies account for almost 70 per cent of the total cement production of the country. A total of 188 large cement plants together account for 97 per cent of the total installed capacity in the country, with 365 small plants account for the rest of these large cement plants, 77 are located in the state of Andhra Pradesh, Telangana, Rajasthan and Tamil Nadu.

To meet the rise in demand, cement companies are expected to increase production capacity. With all these steps, the Company is hopeful of fostering improved results in the next Financial Year 2017-18.

Segment – wise or product wise performance

The entire operation of the Company relate to (i) "Manufacturing" and (ii) "Trading" of cement as required by Accounting standard 17 "Segment Reporting". And the performance of the Company was satisfactory and has recorded a gross sale of Rs.51,55,28,462/- during the year under report.

RISK AND CONCERNS

The cement industry is energy intensive and thus power costs form the most critical cost component in cement manufacturing and employees health and safety measuresare integral part of management. Plant workers/ contractors and our own management staff have put in every effort to imbibe and ensure safety in their day today activities. Logistics play an important role in cement industry which uses both rail and road for to and from

36

movement of raw material and dispatches of cement. Due to less availability of rakes from railways, dispatch by road is only alternative left for producer. However, increased cost of diesel and reduction of subsidy on diesel by Government has increased the logistic cost putting pressure on margin.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your company has a well dened internal control system to support efcient business operations and statutory compliance. Internal Auditor carry out vouching of all accounting records and conrmation of balances and thereby assures the accuracy of accounting records and External Auditors carry out concurrent audit of the operations of the Company which adds to the stability of the internal control systems. Suitable internal checks have been built in to cover all monetary transactions with proper delineation of authority, which provides for checks and balances at every stage.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial relations continued to be cordial and harmonious at both the plants throughout the year.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review the nancial performance with respect to operational performance was satisfactory. And there are no overdues pending from the customers and the interest obligations and statutory obligations have been met in time.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed prescribed Accounting Standards in the preparation of nancial statements and there is no deviation in the current year.

CAUTINARY STATEMENT

Statement in this Management Discussion & Analysis describing the company's objectives projections, estimates and exceptions are "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.





Annexure - 3Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and other Employees

Preamble:Pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of Listing Agreement the Board of Directors of every listed Company shall constitute the Nomination and Remuneration Committee.

In order to align with the provisions of the Companies Act, 2013 and the amended Listing Agreement, the Board on th30 May 2014, constituted the "Nomination and Remuneration Committee" with two non-executive Independent

Directors and one executive Director as Members of the Committee.

This Committee has recommended a Policy which has been formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and clause 49 of the Listing Agreement, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

Definitions:

"Board" means Board of Directors of the Company.

"Company" means "Shri Keshav Cements and Infra Limited".

"Independent Director" means a director referred to in Section 149(6) of the Companies Act, 2013.

"Key Managerial Personnel" (KMP) means (i) the Managing Director, (ii) Company Secretary, (iii) Whole time Director (in the absence of a Managing Director), (iv) Chief Financial Ofcer, and (v) such other ofcer as may be prescribed.

"Nomination and Remuneration Committee" shall mean a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement.

"Policy or this Policy" means "Nomination and Remuneration Policy"

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as dened under the Income Tax Act, 1961.

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

38

Interpretation:Terms that have not been dened in this policy shall have the same meaning assigned to them in the Companies Act, 2013, Listing Agreement and/or any other SEBI Regulation(s) as amended from time to time.

Guiding Principles:The Policy ensures that – the level and composition of remuneration is reasonable and sufcient to attract, retain and motivate Directors of the quality required to run the Company successfully. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

Appointment and Removal of Director, KMP and Senior Management:

Appointment criteria and qualification:1. The Committee shall identify and ascertain the integrity, qualication, expertise and experience for

appointment as Director, KMP or at Senior Management level and recommended to the Board his/her appointment.

2. A person should possess adequate qualication, expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whether qualication, expertise and experience possessed by a person are sufcient/ satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Managing Director/ Whole-time Director/ Manager who has attained the age of 70 years. Provided that the term of the person holding this position may be extended beyond the age of 70 years with the approval of shareholders by passing a special Resolution based on the explanatory statement annexed to the notice for such motion indicating the justication for extension of appointment beyond 70 years.

Term/ Tenure

1. Managing Director/ whole-time Director (Managerial Personnel):- The Company shall appoint or reappoint any person as its Managerial Person for a term not exceeding 5 years at a time. No reappointment shall be made earlier than one year before the expiry of term.

2. Independent Director: An Independent Director shall hold ofce for a term up to 5 consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's Report. No Independent Director shall hold ofce more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of 3 years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

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



Removal: Due to reasons of any disqualication mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, rules and regulations, the Committee may recommended, to the Board with reasons recorded in writing, removal of a Director, KMP, or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:The Directors, KMP's and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benet of the Company.

Provisions Relating to Remuneration of Managerial Person, KMP and Senior ManagementGeneral:1. The remuneration/ compensation/ commission etc. to Managerial Person, KMP and Senior Management

Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

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

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

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

Remuneration to Managerial Person, KMP and Senior Management:

1. Fixed Pay: Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the committee in accordance with the statutory provisions of the Companies Act, 2013, and rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer's contribution to PF pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2. Minimum Remuneration: If, in any nancial year, the Company has no prots or its prots are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.



3. Provisions for excess remuneration: If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sums is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non-executive/ Independent Directors:

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

2. Sitting Fees: The Non-executive/ Independent Directors may receive remuneration by way of fees for attending meetings of board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3. Limit of Remuneration: Remuneration may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net prots of the Company computed as per the applicable provisions of the Companies Act, 2013.

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

Deviations from this policy:Deviation on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of theCompany, will be made if there are specic reasons to do so in individual cases.





ANNEXURE IVRATIO OF REMUNERATION

[Pursuant to Section 197 read with Rule 5 of The Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

∙ The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year

Only Mr. Vilas Katwa –Managing director is remunerated and ratio of his remuneration to that of the median remuneration of the employees of the Company works out to 0.09.

∙ The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manger, if any, in the financial year

Name Designation 2016-17 2015-16 % increaseremuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manger, if any, in the financial year

Vilas Katwa

Managing Director 600000 300000 50%

iii. The percentage increase in median remuneration of employees in the financial year

2015-16 2016-17 %Increaseremuneration of employees in the financial year 58,36,560 64,69,440 90.21%

iv. the number of permanent employees on the rolls of company;

92

v. the explanation on the relationship between average increase in remuneration and companyperformance;

As the Company has undertaken expansion activities and keeping in view larger interest of the Company, no hike in the salaries has been provided in the current financial year.

vi. comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

During the year under review the total revenue was Rs.5035.22 Lakh as against previous year total revenue of Rs. 5542.99 and post tax profit is of Rs.73.30 as against previous year profit of Rs. 422.18 Lakhs

vii. variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the

company in comparison to the rate at which the company came out wit h the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and

previous financial year;

42



2016-17 2015-16

Rate (Rs.)

No. of Shares

Market Cap (Rs.) Rate (Rs.) No. of Shares Market Cap (Rs.)

Opening Rate 75.00 5124200 Rs.38,43,15,000 20.90 5124200 Rs.10,70,95,780

Closing rate 157.1 5124200 Rs. 80,50,11,820 75.00 5124200 Rs.38,43,15,000

EPS 1.43 - - 8.53 - -

P/E Ratio 109.79 - - 8.79 - -

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

∙ Average percentage increase already made in the salaries of employees other than managerial in the last Financial year = Nil

∙ Percentage increase in the managerial remuneration = 50%

ix. comparison of the each remuneration of the Key Managerial Personnel against the performance of the company

Name & Designation of KMP

Remuneration(Rs. In Lakhs)

% of remuneration toremuneration of the Key Managerial Personnel against the performance of the company

Designation of KMP (Rs. In Lakhs) Revenue (in lakh) PAT (in lakh)performance of the company Vilas Katwa

(Managing Director)Rs.6.00 Rs.5035.22 Rs.73.30

Deepak Katwa(CFO)

Rs. 3.00 Rs.5035.22 Rs.73.30

Santosh Shadadal*(Company Secretary)

Rs. 0.63 Rs.5035.22 Rs.73.30

x. the key parameters for any variable component ofremuneration availed by the directors;

Not Applicable

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

Not Applicable

xii. affirmation that the remuneration is as per the remuneration policy of the company

Remuneration paid to all Employees is in accordance with the Remuneration Policy

43



STATEMENT SHOWING DETAILS OF EMPLOYEES∙ designation of the employee;

None of the Employee of the Company including Managing Director is in receipt of Remuneration

exceeding Rs. 60/-Lakhs per annum or at

the said rate for any part of the year.

∙ remuneration received;

None of the Employee of the Company including Managing Director is in receipt of Remuneration

exceeding Rs. 60/-Lakhs per annum or at

the said rate for any part of the year.

iii. nature of employment, whether contractual or otherwise;iv. qualifications and experience of the employee;v. date of commencement of employment;vi. the age of such employee;vii. the last employment held by such employee before joining the company;viii. the percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above; andix. whether any such employee is a r elative of any director or manager of the company and if so, name of such director or manager:The employee, if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;The employee, if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;The employee, if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or w hole -time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company

* Company Secretary has been appointed w.e.f. 19.01.2017

44



Annexure-5CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance is as follows:

COMPANY PHILOSPHY ON CORPORATE GOVERNANCE:The Company's Philosophy on Corporate Governance aims at the attainment of the highest levels of transparency, accountability and responsibility in all operations and all interactions with its Shareholders, Investors, Lenders, Employees, Government and other stakeholders.

As part of our commitment to run a values-driven and processes managed company, this responsibility is taken up with highest discipline and vigilance by the Company's Board of Directors and its management team. The Company believes that all its operations and actions must serve the underlying goal of enhancing overall shareholder value consistently over a sustained period of time. The Board considers itself a Trustee of its shareholders and acknowledges its responsibilities towards them for creating, enhancing and safeguarding their wealth.

BOARD OF DIRECTORS:The Company's Board comprises of adequate mix of Independent and Non-Independent Directors as well asExecutive and Non-Executive Directors.

The Company's board members have diverse areas of knowledge and expertise, which is necessary in providingas independent and objective view on business issues and assess them from the stand point of the stakeholders' ofthe Company.

Composition of Board of DirectorsThe Company's policy is to maintain optimum combination of Executive and Non-Executive Directors. The Constitution of the Board as on March 31, 2017:

Promoter Directors Independent Directors

Mr. VenkateshKatwaPromoter/ Execu veMr. Vilas KatwaPromoter/ Execu veMr. Deepak KatwaPromoter/ Execu veMrs. Narmada KatwaPromoter/ Non‐Execu ve

Mr. Sa sh Kalpavruksha

Mrs. Nisha Maganur

Mrs. Prajakta Kulkarni

The Board periodically reviews the Compliance report pertaining to all laws applicable to the Company, preparedby the Company as well as steps taken by the Company to rectify instance of non-compliances.

Attendance record of Board meetingsDuring the year under review, 04 (Four) Board meetings were held on 25.05.2016, 12.08.2016, 11.11.2016 and10.02.2017. The Board members are given appropriate documents and information in advanceof each board meeting.

45



The attendance record of all directors on the Board and the last AGM and the number of Companies / Committeeswhere he / she is a Director / Member as under:

Name of the Director A endance at last AGM

No of other Directorship

No of Board Mee ng held

No of Board Mee ng a ended

% of A endance

Mr. VenkateshKatwa

Mr. Vilas Katwa

Mr. Deepak Katwa

Mrs. NishaMaganur

Mrs. PrajaktaKulkarni

Mr. Sa sh Kalpavriksha

Mr. Ramesh Shah

Mrs. Narmada H Katwa

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

4

2

2

‐‐

‐‐

‐‐

2

4

4

4

4

4

4

4

4

4

4

4

4

4

2

4

4

4

100

100

100

100

50

100

75

100

COMMITTEES OF THE COMPANY

A. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the

Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The Audit Committee of the Company consist three directors. All the

directors have good knowledge of nance, accounts as well as company law. The Chairman of the Committee

is Mr. Satish Kalpavruksha. The other members of the committee are Mrs. Nisha Maganur and Mr. Venkatesh

Katwa.

Terms of Reference – The board terms of reference of the Committee inter alia includes the following Oversight of the Company's nancial reporting process and the disclosure of its nancial information to

ensure that the nancial statement is correct, sufcient and credible. Recommending the appointment, remuneration and terms of appointment of auditors of the Company. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. Reviewing, with the management the annual nancial statements and the auditor's report thereon, before submission to the board for approval, with particular reference to:

46

(a) Matters required to be included in Director's Responsibility Statement included in Board's report;(b) Changes, if any, in accounting policies and practices and reasons for the same;(c) Major accounting entries based on exercise of judgment by management;(d) Signicant adjustments made in the nancial statements arising out of audit ndings;(e) Compliance with listing and other legal requirements relating to nancial statements;(f) Disclosure of any related party transactions;(g) Qualications in the draft audit report;

Reviewing, with the management, the quarterly nancial statements before submission to the Board for approval.

Reviewing, with the management, statement of uses and application of funds raised through an issue, statement of funds utilized for other purposes and report of monitoring agency.

Review and monitor the auditors' independence and performance, and effectiveness of audit process. Approval or any subsequent modication of transactions of the Company with related parties. Scrutiny of inter-corporate loans and investments. Valuation of undertakings or assets of the Company, wherever it is necessary. Evaluation of internal nancial controls and risk management systems. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the Internal

control systems. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,

stafng and seniority of the ofcial heading the department, reporting structure coverage and frequency of internal audit.

Discussion with internal auditors of any signicant ndings and follow up thereon. Reviewing the ndings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Discussion with statutory auditors before the audit commences about nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, Shareholders (in case of non-payment of declared dividends) and creditors. To review the functioning of the Whistle-Blower mechanism. Approval of appointment of Chief Financial Ofcer. To review report submitted by Monitoring Agency informing material deviations in the utilization of Issue

proceeds and to make necessary recommendations to the Board, if, when and where applicable. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. During the year under review, the Committee met 04 times on 27.05.2016, 12.08.2016, 11.11.2016and

10.02.2017. Attendance of the members at the meetings was as follows:





Name of the Member Designa on No. of Mee ngs

a ended

Mr. Sa sh Kalpavruksha Chairman 4

Mrs. NishaMaganur Member 4

Mr. Ramesh Shah Member 4

B. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration committee comprise of three directors, viz, Mrs. Nisha Maganur as Chairman and Mr. Venkatesh Katwa& Mr. Satish Kalpavruksha as other members.

The Nomination & Remuneration Committee shall identify persons who are qualied to become directorsand who may be appointed in senior management in accordance with the criteria lay down. Recommendedto the Board their appointment and removal and shall carry out evaluation of every director performance.

The Committee had been consulted to review and approve the annual salaries, commission, service agreementand other employment conditions for the executive directors. The remuneration policy is in consonancewith the existing industry practice.

The terms of reference of the Committee are in line with the requirements of the Companies Act, 2013 andRegulation 19 read with Part D of Schedule II to the SEBI LODR.

The terms of reference of the Committee are broadly as under: formulation of the criteria for determining qualications, positive attributes and independence of adirector and

recommend to the board of directors a policy relating to, the remuneration of the directors,key managerial personnel and other employees.

Formulation of criteria for evaluation of performance of independent directors and the board. Devising a policy on Board diversity. identifying persons who are qualied to become directors and who may be appointed in seniormanagement in

accordance with the criteria laid down, and recommend to the board of directors theirappointment and removal. Whether to extend or continue the term of appointment of the independent director, on the basis of there of

performance evaluation of independent directors.During the year under review, the Committee met 01 time and all members present at the meeting.

Details of the remuneration to the Executive Director provided as per accounts for the yearended March 31, 2017 are given below:

Execu ve Director Salary (In Rs) Commission (In Rs)

Mr. Vilas Katwa 6,00,000/‐ NIL

Mr. Deepak Katwa 3,00,000/‐ NIL

48



Non-Execu ve Director Si ng Fees (In Rs)

Commission (In Rs)

Total (In Rs)

Mrs. Narmada Katwa

Mrs. Nishamaganur

Mrs. PrajaktaKulkarni

Mr. Sa sh Kalpavruksha

NIL20,00020,00020,000

NILNILNILNIL

NILNILNILNIL

Details of the remuneration to the Non-Executive Director provided as per accounts for theYear ended March 31, 2017 are given below: NA

C. STAKEHOLDERS RELATIONSHIP COMMITTEE The Stakeholders Relationship Committee comprise of three directors, viz, Mr. Satish Kalpavriksha as Chairman and Mrs. Nisha Maganur& Mrs. Prajakta Kulkarni as other members. The Committee has been constituted to specically look into redressal of shareholders' grievance such as transfer, dividend, de-materialization related matters. The Committee has also been dealing the power to approve transfer / transmission, issue of new or duplicate certicates, sub-division of shares, split of shares and all matters related to shares. During the year under review, the Committee met 04 times on 24.05.2016, 10.08.2016, 10.11.2016 and08.02.2017 and all members present at the meeting. Total number of letters and complaints received and replied to the satisfaction of shareholders during theyear under review was NIL as on March 31, 2017 there are NIL complaints pending with the Company.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As required by SEBI LODR, the Independent Directors held 01 meeting during the year. All IndependentDirectors attended the same.

The Independent Directors discussed / review the matters specied in Regulation 25 of SEBI LODR.

GENERAL BODY MEETINGS

No Extraordinary General Meeting was held during the Financial Year 2016-17.

Year General Mee ng Date Time Special Resolu on Passed

2015‐16 Annual general mee ng

28.09.2016 11.30 AM

No Special Resolu on was passed


22.09.2015 11.30 AM

No Special Resolu on was passed


12.08.2014 11.30 AM

Yes. But passed through E‐vo ng.

49

DISCLOSURES

(a) Basis of related party transactions

All relatedparty transactions that were entered into during the nancial year were on an arm's length basis and were in the ordinary course of business. There are no materially signicant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is place before the Audit Committee and the Board of Directors for their approval on annual basis. And the details of related party transactions are shown in the notes of nancial statements. Hence separate Form AOC-2 has not been attached.

(b) Whistle Blower Policy

The Company has a vigil mechanism for directors and employees to report genuine concerns. The Vigil mechanism provides for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee in appropriate or exceptional cases.

(c) The Company has complied with all mandatory requirements of the Listing agreement. Further, the Company has also complied with the non-mandatory requirement.

(d) Risk management

The Company operates in an increasingly volatile and challenging business environment. The Company's overall risk management seeks to minimize potential adverse effects on its performance. The Company has created the Risk Management charter for building a strong risk management culture.

Board of Directors conrms that there exist no elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

(e) Compliance by the Company

There are no instances of non-compliance by the Company on any matters related to capital market, nor have any penalty/strictures been imposed by the Stock Exchange or SEBI or any other statutory authority on any matter relating to capital market during the Financial Year ended on March 31, 2017.

(f) Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out the annual performance evaluation of its own



performance, the Directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee laid down the criteria for performance evaluation of Independent Directors and other Directors, Board of Directors and the various committees of the Board of Directors. The criteria for performance evaluation cover the areas relevant to their functioning as Chairman, Independent Directors or other Directors, Member of Board or committees of the Board. A Structured questionnaire, evolved through discussions within the Board, has been used for this purpose.

The purposes of evaluation of the Board and its Committees was to analyse how the Board and its committees are functioning, the time spent by the Board while considering matters and whether the terms of reference of the Board Committees have been met, beside compliance of provisions of the Act and Listing Agreement.

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

CODE OF CONDUCT

The Company has adopted a Code of Conduct for Directors and Senior Management of the Company, as required by Regulation 17(5) of the SEBI LODR. The Company has received conrmation from the Directors and Senior Management regarding compliance with the code for the year ended March 31, 2017. A Certicate from Managing Director to this effect is attached to this report. The code has been displayed on the Company's website.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

As required by the provisions of SEBI (PIT) Regulations, 2015, the Company has adopted a Code of Conduct for prevention of Insider Trading. Company Secretary of the Company is the Compliance Ofcer. The Code of Conduct is applicable to all Directors and such identied employees of the Company as well as who are expected to have access to unpublished price sensitive information relating to the Company.





GENERAL SHAREHOLDER INFORMATION

∙ Annual General Mee ng

Day, Date & TimeVenue

Thursday, 28 th September, 2017 at 11.00 AM‘Jyo Tower’, 6 th Cross, KarbharGalli, Nazar Camp, M. Vadgaon, Belagavi ‐ 590 005

∙ Financial Year

News Paper where the results are published

Website

April 1, 2016 to March 31, 2017

Financial Express &HasiruKran

www.keshavcement.com∙ Dividend Dividend will be paid within 30 days of the

approvalof the same in the Annual General Mee ng

∙ Lis ng Details BSE Limited (BSE)PhirozeJeejeebhoy Towers, Dalal Street,Mumbai 400 001

∙ Stock Codes Scrip Code: 530799ISIN: INE260E01014CIN: L26941KA1993PLC014104

∙ Registrar & Share Transfer Agent Canbank Computer Services Limited218, J.P. Royale, 1 st Floor, 14 th CrossSampige Road, 2nd Main, MalleshwaramBangalore‐ 560 003

∙ Compliance Officer / Company Secretary

Santosh Shadadal42A, AmalazariTaluk: BilagiDist: Bagalkot‐587121

∙ Depository System Currently 87.72% of the Company share capital isheld in dematerialized form. For any assistance inconver ng physical shares in electronic form, investormay approach Canbank Computer ServicesLtd or Mr. Santosh Shadadal, Company Secretary

∙ Bank details for ElectronicShareholding

Members are requested to no fy their DepositoryPar cipant (DP) about the changes in bank details.Members are requested to furnish complete details of their bank account, including the MICR codes of theirBank.

52



∙ Furnish copies of Permanent Account Number (PAN)

The members are requested to furnish their PAN which will help us to strengthen compliance with KYC normsand provisions of preven on of Money LaunderingAct, 2002For transfer of shares in physical form, SEBI has madeit mandatory to the transferee to submit a copy of PANcard to the Company.

∙ Investor complaint to be addressed to Canbank Computer Services Limited (RTA)., or Santosh Shadadal, Company Secretary

∙ E-mail ID of Grievance Redressal Division

Investorsrela [email protected]

∙ Payment of Lis ng Fees Annual lis ng fee for the year 2017‐18 has been paidby the Company to BSE

∙ Payment of Depository Fees Annual custody / Issuer fee for the year 2017‐18 hasbeen paid by the Company to CDSL and NSDL.

∙ Plant Loca ons Plant-1: R.S No.346, At Kaladgi VillageDist: Bagalkot – 587313 KarnatakaPlant-2: R.S No.15/4, Mudhol Industrial Area, At: Nagnapur, Taluk: MudholDist: Bagalkot – 587122 Karnataka

Market Price Data: Monthly high and low of the equity shares of the Company trading volume is as followsfrom April 2016 to March 2017

S.No Month High Price Low Price Volume

1 April 2016 87.75 68.65 62,710

2 May 2016 100.90 67.65 96,120

3 June 2016 92.00 74.20 66,799

4 July 2016 105.70 76.00 1,24,878

5 August 2016 85.00 68.00 92,355

6 September 2016 83.90 66.00 40,245

7 October 2016 104.00 71.60 1,81,962

8 November 2016 99.50 62.50 14,39,783

9 December 2016 89.80 75.00 23,930

10 January 2017 133.25 80.30 2,46,412

11 February 2017 183.00 141.00 1,90,462

12 March 2017 165.95 145.05 59,274

53



Distribu on of ShareholdingShareholding of Nominal Value (In Rs.)

No. of Holders % of shareholding

Total amount % of shareholding

Upto 5000

5001‐10000

10001‐20000

20001‐30000

30001‐40000

40001‐5000050001‐100000

100001 and above

Total

5363

227

122

40

16

1222

16

5818

92.18

3.90

2.10

0.69

0.28

0.210.38

0.26

100.00

7095920

1819490

1867060

1006600

570900

5389701615640

36727420

51242000

13.85

3.55

3.64

1.96

1.11

1.053.15

71.69

100.00

Shareholding Pa ern as on March 31, 2017

Shareholding Category No of Shareholders

Number of Shares

% of Holding

Promoter & Promoter Group

Individual/ HUFBody Corporate

102

16506481824264

32.2135.60

Public Shareholding

Ins tu ons

Non-Ins tu ons

Bodies Corporate

Individual Shareholders holding nominalvalue uptoRs. 2 LacIndividual Shareholders holding nominalvalue greater than Rs. 2 LacAny Other (NRI& Clearing Members)

HUF

59

5565

2

124

56

61498

1296528

101727

160276

29259

1.20

25.30

1.99

3.13

0.57

Total 5818 5124200 100

54



Means of Communication Effective communication of information is an essential component of Corporate Governance. It is process of sharing information, ideas, thoughts, opinions and plans to all stakeholders which promote management -shareholder relations. The Company regularly interacts with shareholders through multiple channels of communication such as results announcement, annual reports, media releases, and Company's website and through green initiatives.

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE

To,The MembersShri Keshav Cements and Infra Limited

We have examined the compliance conditions of corporate governance by Shri Keshav Cements and Infra stLimited for the nancial year ended 31 March, 2017 as stipulated in Chapter IV of the SEBI (Listing

obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said

company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our

examination was limited to procedures and implementation thereof, adopted by the Company for ensuring

compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the

nancial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that

the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned

Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the

efciency or effectiveness with which the management has conducted the affairs of the Company.

Sd/- Prabhakar K. Latkan Chartered AccountantDate : 12.08.2017Place : Belagavi

55

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n ',lllpuLJurr( t Ih. Nuran,nrLrL,J Nd m.s rglif[ililvaPrr.d.dLrn'(,!dtrMdhod

Thc(itrlPr]lirrtrJr)ptulrhr.{ru,utrti,'gstltrdrd1lasr5)onunfh!-hrn.nr'Pt6uNbnhd'rlre

:r,\;",;,.

2 4.I ANNUAL REPORT 20 I6 , AOIT

,|y'' F ameny KA'w A u o a u$tl ED)

r.t

Adkri en/rosorobrie:nons

Adrriir6i nI{rG, on d.n +G[:L% ueotp an6seb rhe.idof yer

lAd6r ft o,rerum= tuirm,ed rie of cr!hr

A.tu iarg: i/osfdrheyar obts:ionAds .rsrii/osfo^heyear-p 3i6n6

adDr: qa n/rosre.oqn zed itheyeal

NerAdGra s3iiloar..ogii?ed niheye

24'r AN N UAL REPoRT 20 t 6 - 7ot 7

7 \Fansty K^r$la$Yoc ttufieD)

| 1rr1{u'ics^d a6 ' 6s'IrP v'

t) covrr)icli\'r l.laRILrrrr':s:

Audir Fees Rs.5!,7sol- 1nc udineTar & other

,\c(or,\rrr(ir.oRr xFsorI\corrI:: 1s,rrr!(r rpr,) hsdiirlrhr\a!. ri

LLnLLT lrriirtrn\Nuxrn-! nrr']i'nrgdiiirld"i b$!"ilookco!d!,1{ n'rrna rclY. qld

rY |,.!i!rr.d ui.u:sdNl hr .rlTnror liuhiLirv rrrl Lrc

"orLd D

rl i I rrr. Rrlra'csh|d Nlriuh

ib rv!soi I 12016 (ornrurvh'srro*rdotrl

O) .ARNINC PER SHARE:A5'20

Net Pront aft er tares 52,73,003

{umb.r.fEqu tv share5s1,24 2oo=>r.03 Per

lNo rs!e du'rnE tre yeJr, numbe. of eqL,i,/ 5hares

\1,24,2AO)

+i5.56r1511

a5 0n 0104 2015 and 3103 2017 are

profe$ional work p us s-prviceTar)

24 '" AN NUAL REPOF T 20 I6 . 2A I7

ZZI/ @rnsty K^twatl\oc !$rEo)

') rhr o,rriosi ylrfs r,sut\ Lr t

irl

Nf .codi'r-rrYlnu'ngord qons r'ir

Dr lnrlrcoriraDonhcDi'!!tr,s.drrc xrscts Lorrrndiw!'slMvclru

iLr$.Bil r!.slrcd.i mliz irtLtokLlnnr"cou^corbNmss

$lf.drbichth.) &{dcd

iii) IL,.n 1*ctrdn 'naiur:dn

i, nnn'litnrcd"'n' ronFrv]]ev[oU!t]umlilyofal'

stqtriti i' EoJncr o r dieiEtrl rDJ coisumrrr orofcl!(icnv

rndorlr i,rnuLl(trninslrprNs,.h-rlrllLrrrnrtIin urllDcLn''i$c IItoullv'ul otrrlN

tMrAllaiv[N] oF^sstrIS^s 2ltl

onrlirislrtd.rnnn|h.r.r.lr\S lsof irrPxn nrr

ioRlro\rrNccos, sAs-i6:

r hr ! m io non\ iaborc}iLrq.or lur. mrlrirrg (

hrdtrlor \dtrriNnrsriltrnlo.Lr.rouslr( lan*Ll rRs r'1r,303/ n(r lgdtv'x' comP!trvhas

xr kd mdr !.d1 or Rs modld dtdn on 'tLPirL

good\ lrs

rl)549.e 2-!ftLrnodrddnLi'di iq Diuu l\ r' 1.lr!6r! rntlonSd! clriRs rn rlg 6r0L

\:ndL,r luJric noLr snlL)vL orlndiarltrco'nD$rlrrs

ol lllls. lh! fu [gdnctrl s$ 6 il ns a$6 l',vc |ol

mlhdli,rLhrinptutrr drsset,

24,I ANNUAL REPORT 20I6.2AI7

'fl'co *o xar*auotoe twneo)

] K \'r.onsrNionC0, LLd

:r x \n I'rf (ro0if;:ubsm rI d (

RELAfED IIAIT N' DISCLOL SIRS AS I$:

,. 6.dniorbook:o r.c.u s(ltr!u!,dnnlPrnrrtudois 1)Ps) Rcl PrlrDsr'strui { rl

d o{!\ 01, rtri(dir rirr Lr!,r xrlJ ]r'L]$] ddkrJ Lr As_ii st -qr$ hcnN

11,23,33,31? 4 21,191

3,65,9531,350

ctl

ing

B

)1:

.2016

03 20

.4.20

1.03

::Ta!

:i

16,14,54,4211,73,59,375

71 ,93,37 ,812

77,21 ,49,5)4

76,74,24,9',75

t,13,6!,72511,32,03,362

1,1 ,93,31 ,4121,80,000*"l

24. AN N UAL REPO RT 7O I6 . 20 I7

%r/ @^qty t< rw^lfrlocfi$lEDl

Loi d ad$rcs h th. n tre of

o brrmrcomp:n n nwh.h

24." ANNUAL REPORI 20I 6. ZO17

RALA\CIE SHEET AS AT 3lSl'\1r\RClH, 2t117

Prrtruulrr \ N(,lL'No As rr 31 March ,4s at 3l March

I. EQUITY AND LIABILITIES(i ) Shareholdcr's Funds(a) Share capital(b) Reselves and Sulpl s

(c) oncy receiYed agaiDsl share u,ananls

(d) Foreign Crmency Translation Reservc++ (2)

Share application money pending allotment(3)Non-finrcnr L ia [r i lit ics(a) L(Jng-Tcr Boro\Yings

(b) Defened Tax Li:rbilities (Ne0

(c) Other Long-Ter Liabilities(d) Long-l-cr Provisions

(4) Curr-ent Liabilities (a)

Short-Ter BgJTowings (b) *Trxdc Payablcs(c) Otltcr CurcnI Liabilities(d) Sholt-Tcr provisions

2

3

4

5

6

1

8

9l0

5.12,42.00021.23,63.680

39 ,7 8,42.0$35,56,43,51 r

24.62,71.6017.90.26.7 73

| ,22.29,2461,63,80.54r

23 .t 2,40.4062,15.37.6341 .18,27,7 t62,98,27,380

5,12..12,000

14.'74.0',7.41',7

4 ,24 .04,'.7 05

5,76.95.6 r7

TOTAL I.07,09,99.4t5 59.11,R2,876

1I ASSETS(l) Non-currcnt Assets

(a) Fixed Assels(i) Tangible Assets(ii) I angible Assets(iii) Capit.rl work-in-progress (Project Expansion)

(iv) Capital wolk-in-plogress (Bisarali powcr Projecl)(v) htangible assets under dcvclopenl

(b) Non-cuuenl investents(c) Dclcrrcd Tax Asscts (Net)(d) Lorg {er loans and advances

(e) Othcr non-current assets

(2) Currcn( Assels (x)

Cufien! InYestenls (b)

Invcntories(c) Trade Receivables

(d) Cash and cash equivalents (e)

Sho&Tc loans and ndvances (l)Othcr current asscts(3) Miscellaneous Expenditure 1() the

extent nol written oi'f adiusted

(a) Discount on issue ol debenures ([r)

Preiu on redeption of debentures (c)

Aalgalltio11 Adjuslent Accountad) Discornt on issue ofsharcs

t2

l3

1.1

l5

l6t7I8l920

2t

1.22.62.068

79,90,11_029

10,47.500

t 1 ,10 ,7 4.7263,24,00,03 t

5.88, r0,745

5.03.63.316

t,t9.52.659

38.97.09,5'70

I .40.82.0'7 4

6.43.69.68496,55,66319,74,830

3.14.38.396

TOTAL I.07.09.99.415 59.31.82,876

){otes to Aecounts 2tnd Sipnificant Accounlinq Policies

N(rtcs \o. I lo l8 lio eN irtcglal par-t (n rhr\r linancixl

lirr & on bchall ot thc ILarJI)alc: 29.{)5.2(l I lVenkrtesh liatrrfi

(lhairmrnD.ll.Ktitw:r

arF()Yilas Katl\:r

\,{ tlS:rntosh ShadrdalC(,rrprDv scci.I.i11

As plr our ropoal ()1 c\,en darc

(lA. l'raLrh.rkxr K. Lrd(aiChal1crcd Accornrta tM.No: 011730ISclgaLrnr.

24.h ANNUAL REPORT 20I6 - 2A l7 72

STATT:}I'NT OF PROIIIT A\D I,OSS IIOR TtIIi }''AR IiNDING ]I51' ]\{ARC[I, 2OI7

Particulars Notc No

For the yeat

cnded I I March''ztttI

For the year

ended 3lMalch 20I6

I.

IIII I

xl.

x .

XIIIXIV,

e\

AVxvt.

IV

vl.VII,

VIII.IX.x

REVENUERevenue llonl OperationsSales ol_ produots

C)thcr opcrating revcnuest-ess ; Excise Duty

Other InconllJ

Total RcvcDtle (l+ll)EXPENSESCost ol' rteria's oonsuedPrrrch^ses ol'stock- in- lrade

Chence, rrr in\errlorics o[ 6rri"l]cd qooJ".work- rrr-

plogr-css and stocl<-in-trndcExicsc duty relttcd to the diterence bctween

closing stock and opening stocl(

Othcr anrlfrcluliug Expenses

Eployee bcnefits expcnse

Fiflaucc CostsInvesten! A llowancc

DeprcciatioD and aortisation exPense

Other expensesTotal Expenses

Pri,lil l'(jlorc c\LLt,LiL,nrl rrrtl cxrIrordirr:rr1' rtcrrrs

(r -lv)FlxceP!ionrl itcs

Ploli1 bcfbre extraordinary items ard lax (V- VI)Extmordinary ItesProfit belbrc Tax (PBT) (VII-VIII)Ti:rx Expense ol cotltinuing operations:

Current TaxAT credit EntitleentDefcred 'l-ax

Profir/1los'1 lor rlrc Pcriod fi'orn colrlirruirr!

opcrations (lX-X-XIV)Plohr'1loss1 fronr drscorrtinuing o1'cr'etion.

T:r,< crnerrsc oI Jiscorrrinuing nnerilliot,.: Proht

(loqi) liorr (liiLUrllirrlling uper'rtiuns (aller tJ\'l(XII-XIII)PIofit/(loss) lbr thc period

iPAT)'I (XI+XIV)Eafllirlgs pet equity sbale

ll) Basic

l2)Dilutcd

IProit Alicr Tax

13

25

26

2't

28

21

51.55,2E.162

5s.48.718t -'7 5 .54 .913

59,8.1,01,r91

t] .49.4334.58.51.923

50.15.21.207 55 .42 .98.7 01

1 4,49 ,45 .3 606 ,O3 ,'.la ,7 44

6,'7 5,298

q 1) lq 05l

2,33.5',7,96s

3.13.40.524

5,20,52, r74

6,90,34,4082,29,37 ,11 I

23,5t,1!,t6()

5.46,33,310

11'7,59,'732)

I I .9 t .9-/ .65'7

1.38,04,305

3.33.55.875

2,93,62,591'16.89,47 t

49 ,69 ,+O ,699 49 ,1 3 ,94.646

65.8I,508 6,29,04,911

('5.81,508 o.29.04.055

t7.48,606) 2,06,85,930

13,03.500(20.52. r 06) r4,85,930

1, 00,000

'73,30.1| 4 4 22 1A.125

73.30.1r4 4.22.18.125

1.03

1.03

8.538.53

Notc\ No. 1 to ltj lio an iirlcgral pall o1'lhcsc Jillllncial

li)r & on behlll ()1 lhc B()trd

As p('l'()Lu'rcpo( ol cvcn (iatc

CA. habhak.r' K. LirtkanChl e rcd ,A ccr)un tanlM.No: U21730R.lgaLnir.

Dule: 29.05 2{l l7

\:enklteshKat$'lt D,H.Kxhl-'tl('hairnlln CFo

Yil,rs Kat\laMr)

Sflntosh Shadadal(orn!urrt Sccrrltrrn,

24'h ANNUAL REPORT ;Al6 - 2017 .,,,%e

ffi gor^erly KATWA uDYoG LlMlrED)

2. SIIARE CAPITAl,:

Iis. {A) Autlloriscd.lssitcd, Subscribccl arrd paitlLtp Slrarc' (lapilrlIts.

and pal valuc pcr sl':arr--

ParticularsAsat3lMarch

2017As at31 Malch

2016

Autholised Share Capital

6000000 equity shares ofRs. l0/- each

(Previousyear 6000000 equiry sharcs ofRs. I0/-each)

lssuctl urtcl Subscliberl Slrure CopiLa.

51.24,200 cqlrity sharcs ofRs. l0/-each(Previous year 5 I .24,200 equity shares ofRs. l0l- each)

Paid-up Share Capital51.24,200 equity shares ofRs. l0/-each

(Previous ycar 51,24)00 equity lli?res ofRs. 10/-cach)Less: Callsunpaicl by

directors and other officersAdd: EqLrity shares fort'eited (paid-up)

6,00,00,000 6.00,00,000

5,12,42,000

5,12,42,000

5,12,42,000

5,12,42,000

Total 5,t2,42 fr00 5,t2,42,000

(ll) lleconrilittion ol uunrher ofequitl sharcs outsttlding ilt the brginning and {t the end ofthe )ear

PafticularsForthe year

ended 3lMalch 2017

Forthe year ended

3 I March20t6

Number of shares outstand ing as at the beginning of the year'

Number of sharcs outslandingas altheend oftheyear Nil Nil

l{cconciliatiorr of uurnbcr of l'rclcrcncc sh:r-cs outstan{ling rt thc bcginning antl at the cntl oftheycar

Parliculars

Forthe year

cnded 31

March 2017

Forthe yearended 31 March

20t6Number of shar es oulstunding as

Nunrher of shares outstandinsas

at the beginning of thc year

at the end of the yearNiI Nil

I

(( ) ltights, pret'(rcnces:rn(l rcstrictions:rttiching to \':rrious clirsscr ol sllarcs

SI,

No.Class of shares

0

Rights, preftrences and lestlictions (including rcstrictions on distribution oldividcndsand repaynrent ofcapitnl) attachcd to thc class ofshares

N-A

SI,

NoClass ofsharcs

No. ofshales held in the aggtcgatc by holcling co.. ultimatc holding co. and theirsutrsidrar ies and irssociates

N.A

24.h ANNUAL REPORT 20I6 . 20I7 ,,.% 74

(li) Sharcs in the company held by each shareholdcr holding mor.c lhfln 5 shares

(F) Shrrcs rescrvcd for issue ulrdcr options :rnd contracts

(C) Conrnritnrents lbr sale ol shares/disinv0stment

I)ctails of allotmcnts ol sh:rrcs lbr considcration other thnn cash.rllotmcnt {}t'

bonus sharcs antl shares botrght back (durillg the pcriod of five vears {r.oml-4-2001t to .l I -3-2()17

(IIJ

SI,

No.

Narne of theshareholder

Number of shares held in thc conrpany Percentagc of shares held

I

)

4

Deepak Katwa Vilas

Katu,a Venkatcsh

Katwa Katu,a

Intbrech Ltcl

4.83,8004,83,8004,83.800

t'7.40,264

9.449.449.4433.96

SI.

No.

Number andclass ofshares

reserved 1br

issue

Party in rvhose lavourresela'/cd

Details o l'contract/options under which shares

reserved for iSsue

NII,

st.No.

Class ofshares

Number of shares Particulars of commitmenl.s

NIL

Partictlar-s Amount

(l) Allotmentofshalesas fully paid-up pnrsuant to cotltracts withoutpaymcrts being received in cash(2) A llotrrrcnt of lully paid-up bonus sharcs(3) Shares bought back

NilNilNil

(l) Details o{ seculitics convcrtiblc iltto cquit\'/prcl?rcncc sha!-cs

:l IiEsEltvEs ANi) sultrt.t rs Rs. lls.

SI.

NoPafticulars of

couveltible secu ities

Terms ofconvertiblcscculities

Earliest date ofconversion irtoeouitv/Dl efelence shares

N-A

Palticulars As at 31 March20t6 Additiorrs during

DeducLionsduring thc

year

As at 3l March20 t7

Gcnelrl ReserveInvesirncnr A l[,u,rn. e RererweSttbsidy IlescNeDividcnd ReseNeSurplus ( Plofit and LossAccount ) (l)Short & Excess ProvisionMAT Credit

23,25,000

121.94.000

1o,24,410t2,'74.21,547

( r7,45,16 r)r.64.87,t9t

5.20.52. t 78

1 t.62.714

40-54.45676-86-9 r5

23,25,0005 .20 ,52.1'7 8

14,94.000t0,24,840

12.89,84,26t

23,09,2952,4t,74,t06

TotaI t4.74.07.411 5.32 t4 89) 2l .23 6i 6A0

24'h ANNUAL REPORT 20t 6 - 2Al7 ..,.,%e 75

N0te:

Profit fbr the period

Less: Proposed dividend on

equity shares

Iax on dislr'ibr.Lted pr-ofits

on cquily shalesLess: Dividcnd IieserveIransler to.....Reserve

201'7 20l6

73,30,1t45 | ,24.200

10,43.200

I t,62,714

4,22,18,125

4,22,18,12s

4 t.o\(.1-'t-1.]tNt ti{)l{1(iwlN(;s

5 l)l.Fl-t rft) 't-.\\ Lt,\BILI'tlt.s (\E-r )

6 ()'f HEI{'I.ON(;-'I'UI{M t.IAI}lLl fIES

PalticulalsAs at3l March

20t'7As at3I March

20r6(A)

(B)

C)

BONDS/DEBENTURES

TERM LOANS FROM

BANKS SecuedTern loan fiom Syndicate Bank (secured by hypothecation

ofstock ol'Raw nraterials, finished goods. serni linished & irnrnovablc

properties corlstitutirrg land and lactory buiJding at RS No. 346

Kaladagi and ItS. No. l5/4/ 88/14/88/2/884 + 5+6 /88/3 olnaganapur

taluka lol(apln and plant and machinery installecl there in)

Ternr ioar fio|n Axis Bank (secured by rnortgage ofloader)-

Repayble in illstalrnellts Syndicatc banl< Bolero vehiclc loan

Salaswat Bank CorJlorate Loan

Syndicate bank lnnova vcl'riclc

loan Syndicate Bank (Project

Expansion)

TF,RM LOANS FROM OTHERS

5I ,57,587

6.60,299

5,00.14,384

22,62.434

33,9',7,47,359

90,93.832

3 .25 ,',7 4 ,8'1 0

7,36,003

(D)

(E)

(F)

LOANS AND ADVANCES FROM RELATEDPARTIES PUBLIC DEPOSITS (UNSECURED)

LONG TERM MATURITIES OF FINANCE LEASE

OBLIGATIONS (SECURED BY HYPOTHECATIONOF,.... MACHINERY TAKEN ON FINANCE LEASE)

Total 39 ,1 8 ,42,063 4,24 ,04 ,'7 05

AslIMarch2017 As 3l March 2016

f'erled lhx Liablities fOBlTax Assets/ LiabilityTax Liablities (Net)

5 ,'1 6,95 .6 ) 1 5,62,09,681

14,85,930

5,56,43,5 r l 5,76.95,6t1

Particulars As 3l March 2017 As l l March 201 6

Tr.ade Payables

Othels

Nil Nil

Tolal

24.h ANNUAL REPORT 20t 6 - 20I7 ,.,,% 16

W'' ffor^erly KATI TA UDYOG LIMITED)

7 LOIiG-TEltNt PIiOVISIONS

,] SIIOITT-TERNI BORIiO\\ I\CS

9 OT}TER CTJRREN'| t,IAI}II,ITINS

I O S}IORT-TI]R|VI PROVISIONS

Ils.Rs.

Rs.Iis.

Palticulars As 3l March 2017 As 3l March 2016

Employec BenefitsPlemiurr on redcmption oforelerence shares

Nil Nil

Total

ParlicularsAs at 3l March

20t'7As at 3l March

20t6(,{) LOANS REPAYABLE ON

DEMAND SecuredorkiDg Capital Loaos repayable ol1 denland (securcd against hyplhn.)

(13) ofstock ofRaw materials, linished goods. semi llrished & imtnovableproperties constitutirlg larld and f'actory building at RS No. 346 Kaladagiand RS. No. l5/4 /88/14/8812188/4 + 5+6/ IJ tl,/3 of naganapur raluka Iokapurand plant and uracirinery instalicil the:.e in)Unsecurcd

Dcposits fiom Dcalcrs

Of the above, an amount have beeD gualaDteed by directors.

(C) LOANS AND ADVANCES FROM RELATEDPARTIES Unsecured

Deposits fl'om DirectorcDeposits f[om Other than the Dilcctols

PUBLIC DEPOSITS (UNSECURED)

5,9',1,85.29t

11,48,439

17 ,93 ,3',1 .8'1 t

I 1,22,50,644

62,30,229

1.23,38,336

4,21,19'l

Total 24 .62.'7 | .601 23 .12.40.406

PalticularsAs at 3I March

20t7As at 3l March

20r6Unclainrcd Dividend l2- l3Unpaid Dividend 201 5- I(r

Sales Tax payable

Provision lol DividcndProvision lbr Corpomte dividendService Tax payable

25,3094,82,055

55,54,482

51 ,24.20010.43,200

25,309

56,32,280

51,24,20010,43,200

2,'12'1

Total 1-22-29.246 1.t8.27.7 t6

Parliculars As at 3l Malch20t7

As at 3l March2016

Provisifn fol employee bcnefitsProvisibn for (MAT) Tax

Plovision fgl Income TaxElect|icityMittal Processors Pvt Ltd (Energy & Powcr) PlMittal Processors Pvt Ltd (Energy & Power) P2Other Provisions

31,84,763

13,03,500

12,5t;1549,69,051

14,91,000

2t,80,473

16,53,7 42

1,92,00,r007 4,28,854

15,44,;84

Total I .63.80.54 t 2,98,27,380

24.h ANNUAL REPORT 20I6.2AI7 ,.,,%

// {rornertv iATWA UDYoG LIMITED)

I\ \rES't'Nt IN',l'sI3 \(}N-CT RITEN'T

(A)

(B)

(c)

(D)

(A)(B)(C)

(A

1,1 l.ON(;-1'[IlN'1 LOANS A\D AD\AN( l.Slts. I'ls.

I 5 O'I'HF],II NON-CUIIITENT ASSETS

ParticularsAs at3I March

20t7As at 3l M?rrch

20t6

Investment ProPeltY

Tr-adc lnvestrncnts

Non-Tlade Invesh,l,lerltsNil Nit

TOTA L

Particulars Asat3lMarch20t'7

As at 31 Malch2016

Capital Advances

-Seculed . considered good

-Unsecur-ed, cousidered good

-Donbtf'ul

Less: Allowance tbr'[rd and doublf,itl advances

Nil Nil

Total(A)

Security Deposits:Securcd , considercd good

-Unseculed. cousidcled good

-DotlbtlirlLess: Allowance for bad and doubtful advances

I,22.(t2,068 | . 19.5 2.659

Toral (B ) 1,12,62,068 1.19.52,659

Loans and advancesto related parties

-Securcd , considcrcd good

-Unsecured. consicletecl good

-Doubtl'ulLess: Allowance for bad and doubtful advances

Total(C)

Loans and advances due by directors or ofncers of the

conrpany or any of thcrn either severally ot joilrtly with others or

by firms or private companies respectivcly in u'hich any

director is a parhlerora directorol membcr-Sccu[ed , considercd good-Unsecured. considet'ecl good-DoubtfirlLess: Allowancc fol bad and doubtful advances

Total (D)

TOTAL IrA)+(B)+(C)+(D)l t.22.62.068 I .19.:2.65'

t ParticularsAs at 3l March

201'1

As at 3l March?o16

Long-Tlernr Tr:rdc lleccivables (including o-fl de

receivablcs on detltn ed cledit tcrms)-Securcd . consider-ed good

-Unscculed. considcrcd -qood-DoubtfulLess: Allowance for bad al1d doubtful advanccs

NiI Nil

Total (A)

24.'ANNUAL REPORT 20I6 .2017 r8

:Allowancc tbr bad and doubtful advanccs

TOTAL(A)+(B)l

(A

(B

l6 cURRIiN'r' tNVF:S'[N{ []N'l'S

I7 INVI]N'TOIII ES

ParticulalsAs at 31 March

2dt'1As at3 i M:,ch

2016

Trade Investments tNon-Tradc Investnlents

NiI Nil

TOTAL

ParticularsAs at 3l March

z0l7As at31 March

20t6l(r) Raw Materials

| (r) rrr stock(ii) in tlrnsit

(b) ork-in-Plogless(i) in stock

{ii) in x-ansit

(c)Finished Goods(i) in stock(ii) in hansit

(d) Stock-in-trade (in tespcct ofgoods acquired for trading) (i)in stock(ii) in transit

(e) Stores and spares

(i) in stock r(ii) in tmnsit

(1) Loose tools(i) in stock

I ii) inih ansit{gi Pac(ing nraterirl

(i1 in itock(ii) in ttarrsit

9,45,62,601

72,86.549

1,48,54,352

3.7 t.224

3,23,23,413

'79,61,84',1

2,38,02,221

2.82.203Total I I .7 0.7 4.7 26 6.43.69.684

24." ANNUAL REPORT 20I6 - 2AI7 ,,,,.% 19

ffi Vo,^erly KATWA UDYOG LIMITED)

I I.I '|I{ADE ITECE,IVAT}LES

l9 ('ASH .\\D (..\S+l F:QL r\'.{LL\ r S

]() SEOII'I--'I'EI{]\,I I,OI\NS AND,{D \'hNC ES

Palticulars As at 3l March.. 201 7

As at 3l March2016

Trade receivables or,Ltstanding for mor-e than six nronths fl o]n the rlate they

bccame due firrpayrnent: (i)Secured . consicJerecl goocl(ii)Unsecured. considered good(iii)Doubtful

Lcss: Allowance tbr bad and doubtlul advanccs

Tradc Rcccivables (others) (i)Secured . considered good 1ii)Unseculed,considered good (iii)DoubttulLess: Allowance for bad and doubtful advances

3,24,00,03 r 96,55,663

IOTAL 3.24.00.031 96.55.663

PattictLlrrsAs at 3l March

2017As at 3l Malch

2016Balarceswith Banks(l) Eaurked Banl< balances

(ll) Bank balances held as algin oney ol as security

againsti(lll) Other bank balauces(i) Bank tlcposits with morc than I2 nonths(ii) Others

Cheques, dralts in hand

(i) Chcques on hand

(ii) Drafts in hand

Cash on hand

Others

5,06,t5,900

81,94,845

4,30,463

15,44,36'7

TOTAL 5.88.1 u.745 19.74.810

Partioulars Asat3lMarch2017

As at 31 March2016

Loans and advanccsto related partics (l)-Secured , considered good-Unscculcd!considcrcd good-DoubtfulLess: Allowance lbr bad and doubtlll advances

Nil Nil

Total(A)

Locr5 crrd rdvcrrcc.due LTy director'' orofticcrsol'rlrcconrArny or irn) of thr'nr eithel scr cr'.llly or ioiltly \ irh orlret s orby fir:ms ot plivate companies lespectively in which anyclirectoris'a parlncrora dircctororn'lenlbcl-Seculed , consideled good-Unsecured, considered goodLess: Allowance for bad and doubtful advances

Nil Nil

Total(C)

TOTAL ftA)+(B)l

24'n ANNUAL REpORT 2At6 - 2Al7 ...,,%e 80

2 r ()t'HEt{ c'L"t(Rl:\1' .\ssE't"s

ParticulalsAs at3l March..201'7

As at3l March2016

MAT Credit Entitlement

Central Excisc ItG23 AMahamslara VAI'Cen hal

Excise RG23 C Service

TaxPLA AccountCenttal Excisc Capital Goods 507o ReceivableGroup GratuityDeposit & OthersSales Tax Demand Paid

Entry Tax Receivable 15.5. I 5 to 30.09. l6Advance Incomc Tax & TDS

2,4t,'74,t069.02,149

t 4,59.0437.38,328

,07686.2 t,28132,63.16250,44,03',7

46,000

I3.38.4254'7,65,709

t,64,87.19tt,66,295

1,46.r 601,20,0623,68,167

19.05.1t220,39,0523 t,58,9 t0

'10,47.14',7

TOTAL I(A)+(ts'i] 5.03.63.3 l6 3.14.38.396

22 CONTINGENT I,IABII,ITIES AND COI\I\{ITN,IENTS (TO TIII' RXTENT NOT PROVIDED FOR)

ParticulalsAs at 3l March

2017As at 3l March

20t6Contirrgent Liabilities(a) Claims against thc company not acknowlcdgcd as debts(b) Guali]ntccs(c) Othel moDey lbl which company is contingently liable-Bills discountcd wilh bnnl(sCornmitments(a) Estilnatcd arnount ofcontracts remainir,g to bc cxccutcd orT capital accou[t

and not plovidcd lbr'(tr) Uncalled liability on sharcs aDd other invcshnents partly paid(c) Others

Nil

NiI

NiI

NiI

TOTAL f(A) r (B)l

23 OTI{IR INCO\{ti

ParticularsFolthe year

ended 3lMarch 2017

Forthe year ended

31 March2016

hrconre fronr non-currer]t investmerts Nil 'i{il

Total (A)tTnconre flom cuffent illvestments Nil Nit

Total(B)

rorAL f(A)+(B)l

C' OF NT,A.'I'EITIAL T]ONSU i\'IED

ParticuLarsForthe year

ended ilMarch 2017

For the year elded3l March

2016Raw nraterial consunredSerri finishcd goods

Slores, spares, chemicsls and packing materials consumcd

TOTAL

12.5',7,16,694

t'1,142

t,92.t0,924

20;73 ,59 ,634

2.',17 .5 I .53 5

t4.49 .45 .360 23.5r.fi.169

24.N ANNUAL REPORT 20I6 .2017 ffir,l

ffi {r rr*erly KATWA UDYoc IIMITED)

25 O1'H li R \'t A N Ll [:\ ( ]'f t l lt h- G liX PtrlN S llS

26 T-,NIPI,O}'F,E BENIiFITS EXPENS!]S

t7 FINAN{}l CoS'l S

2tt OTH !]R EXPENSES

Particulars

Forthe year

'ended 3lMarch 2017

For the yearended 3l March

2 t6Pou,er and Fucl consumed

Repairs- Plant and MachinetyE-permit & Aralysis charges

FrieghtLab Material

9,1 7, t 9,388

4,65,623

34,040

r 1,78.34,16t

13,21,405

34,t13

7.9'78

Total 9.22.t9.05t 11.91.97.b57

PaticularsForthe year

ended 3lMarch 2017

Fortlre year ended

3l March2016

Salaries and ages, bonns. gratuity and allowalcesCorltributiorl to PF, ESIC and Supetannuation FuDd

2,02,60.326

30,9'7,639

1,23,21.61814.82,68'l

To(al 2.33.5',7 . 5 r.38.04.105

ParticularsForthe year

ended 3lMarch 2017

Fortlre year ended

31 March2016

Inter_est ExpenseBank commission

3,07,92,9845,47,540

3,29.99,688

3,56,187

Total 3.13.40.524 3.33.55.875

ParticularsFortlre year

ended 3lMarch 20l7

Fortlre year ended

3l March2016

Rent

Adveltisem&rt, Publicity & Sales Promotion (Packing Bags)

hrsulanceRates arrd Taxes otlrer lhar laxes on incotreAtldit Fees

LegrrDprolcssionill unrl consttltancy,:hrrrgcsSecu{ry Lnrrges

Direcio/s fees & Sining Fccs

Postage. Tclegram & Printing

Miscellaneous expenses

Iransoort Charsos

1,80,000

8,33,523t,10.626

11,50,175

45,000

10,74,54822;19,485

9,35,500

3,7 50

15,82,807

| .47 ,41,7 5'7

75,000

2,t4,29t13.85,037

51,500

5,26,63814,'19,3',74

3,60 000

36,000

9,09,7 69

26,5t,862

TOTAL 2.21).3'1 .11 I '7 6.89.4',7 I

24.N ANNUAL REPORT 20I6.2AI7 ,,%&

=:[

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24'n ANNUAL REPoRT 2al6 - 2at7 Zl

x:_'i -i

ia!

2:: - =

4l

=) .1 -z:-d' aa2;

i-a0i4itadx1 z1 ! lir-;.a.iJ

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24'h ANNUAL REPoRT 2at6 - zatT Z q4

%' For^erly KATWA UDYoG LIMITED)

SHRI KESHAV CEMENTS & INFR.A LIMITED

CASA.FLOW FROM O PERATING ACTIVITIES

Net Profit Before Tax

:Non Cash ltems

PMATING PROFIT BEFORE WORKING

rade Receivables . *Term Provision

justment for lncome Tax

CASH FLOW FROM INVESTING ACNVITIES

Purchase of fixed Assets

lnvestments

& Advances

B

CASH ITOW FROM FINANCING ACIIVITIES

lncrease/Decrease in Borrowings

lncrease/Decrease in Unsecured Loans Short/

Excess Provisions

Net lncrease/Decrease in Cash or equvivalants

(A+B+c)

Cash & Cash eouvivalants 01.04.2015t(Opening Balance )

Cash'& Cash equvivalants 01,04,2015

2,93,62,591

1,26,24,701

(s1,s1,827)

l21",67,1.96j

4,52,23,853

113,13,9281

1.,7 4,99 ,919

12,21,44,368)

57,53,161

4,01,530

ls ,21 ,0s ,042)(1,12,38,005)

5,t 4,89,139 (2,30,43,s8s) 6,07 ,14,988

(47 ,94 ,13 ,367)

35,54,37,358

1,50,31,195

40,54,456

(8,49,30,886)

5,30,356147 ,s7 ,22 ,77 6)

(3,00,49,320

(8,62,91s)

37 ,45 ,23 ,009

{1,78,27,4361

19,7 4,830

(8,44,00,s30)

CASH FLOW STATEMENT FOR THE YEAR MARCH 31,2017

24"h ANNUAL REPORT 20I6 - 2AI7 ,,,,%

Belgaum

Dat 29/051201'7

The Board of L)irectors,

AUDITORS CERTIFICATE

SHRI KF.SI{AV CL;MENTS & lrr*FRA [.fD. BB.I,GAUM-S.

We have examined the Cash Florv Staternerrtof SHIiI KESHAV CEMENTS & INFRALIMITED 1br

tlrc ycar endctl

3lst \,Iarch,20l7. The Slatcmcnt has becn p|cparcd by lhc Company in accoldance with the

reqllit'erncnts ol'ahc listilrg Affec]rent Clausc 32 rvith Stock Exchanges and is based on and in agreement

u,irh the corresponding I'rofit antl Loss Account and Balance Sheet ofthe Company cqvered by ny report of29Ll.t

N,Iay.2017 to thc lnerrbcrs of the Company.

C. A. PrabhakarK. Latkan

ChartcrsdAccountant

1 083. Ananthshayal Galli,tsel.carlnr-590002

t.-

24.h ANNUAL REPORT 20I6.2A17 ',,%

CEMENT

SHRI KESHAV CEMENT AND INFRA LTD.(Formerly : Katwa Udyog Li4ited)

Registered Office : Jyoti Tovrers, 215l2, Karbhar Street, Nazar Camp, Vadgaon,

Eelagavi - 590 005. Tel. .0831-2484412.248351A, Faz .0831-2484421

CtN No. : L 26941KA1993P1C014104, E-mail : [email protected] Website : www.keshavcement.com

Dcar-Sharc holdct-s-

Subject : Usage of electronic pilvnrcnt modes lot' making cash payments to the itlvestot's.

\\rc arc gJatl to ilfbr-r)r tl*rt our []oar'{tr 1I)iicctors hayc rccomtncntlcda ilividcnd oflt..l,- p"r ..prity sharc ( 1 0ozir)

o1'lacc valuc olRs. I 0i- c'ach. A fier dcclaratlon by thc mcntbels al tlre 24"' AnnLral Gensral klcetjng (AGM) ON

28 09/2017, rve pro;roscd to crcdjt the 2017 divitlend amounl tlireclly ttl the l)ank accourls o1'lhc respcctivc

mernbcrs (rvhosc nanrcs appcars in tlre registcr ofntcrrbcrs rs on tlre datc ofbook closrue.i.c. Septetnber 21'',

2017) byECS.

As ofnow ntar-v shareholtlos have not optcd UCS mode 1br the credit ol their tlividends. We req[est such of

those sharcholdcls to eonrpl-v thc ECS rcquircmcttts as bciou':

1-'fhose holdinsshales in ohysicalt'ornt

We reqllest you to fiIl the enclosed IICS manclate (Fotnlat I) and dilectly send it lo the RTA ofthe

Compay viz., CANBANK COMPLiTER SERYICES LWIITED on or beforc 20;'09i2017. Please

gcl thc d!-tails o{'lhc IFCS coclc l':-otll 1,ou:- bankcrs and iltlach a canccllcd chccluc (if not with

bankcr's ccrtilication).

. II- ThoseholdingsharesinDenraterializationfolm

Ifyou arc stjll nol rccciving dividend to your bank account, ihcn wc request you lo sencl yuur culy

Iillc{ ECS nrandatc (lonrrat II) rviih a canccllcd chcquc (il rot rvilh bankcrs ccr tilicalion) dircctly to

1,9u1 deposilor 1, participarls orr or be{in c I iJ/09/201 7.

We aclcl that l,e have sent the N o( ice of the 24" .,\ nlLral Genera I M eeting o f the cornpany, attendance

I sl ip.lrox1, tbmr irrd the e-r,oring instr r.lclions along u'ith this letter.

ThankingYori.

sd/-Santosh Shadadal

Company Ser:retary

24.N ANNUAL REPORT 20I6 - 2OI7 ,,%I 87

\,landaror1 (iompliances in ter rrs oi SEBI Cilcular (-lR.'lrlDRiDPl l0120l -l datcd 2 li 03,'201i 1br nraintaining books oi.accottnt

FORNIT(I I- IiCS m;rndrtc lbr shrres ir l'hlsical modp'fo.

r.A){BANK '

0\{PLITETT SERVICES i,IT{ITI]I)Rcgistrel anrl Shrr-c Tur rsf 0r' Ag.ntsUnit: ShIr Kcshav Ccrncnis rnd Intia [.irnitcd {]ir|mcrlv Kairvrt lJdvog [. inritcd )

2 1ii. J.l'Rcr_valc. I f"lcror. IJ" ('ross. Sinrpjgc Iloa(i.

l"'Main Nfullesh\\,arllrr. tjarigslu e. KA 56{1003

Pone No. I ..) I -0t10-11469(i61 i 6216.1:'6-i

Irax No., 9 I -0110'214($66 7

ll''.rr:i_.

rcccipts o1'rl'riounls, iiarn),. irom thc compa v.

Thu partcrlari Nrc: t, , -lrolio Norf crt No.

Nanre of registcr holLielis)

i'rcscnL acldlr:sr

' ilanl' accounl dclails. Accou tN mber ( Ii digit Nollarest acco0n( No.

[]ank accorrnl lypo

lPlqasc ticl( thc r.lcvrnt iccount typc and slrikc otfothcrs)' Nanre ofBatrl( :

lJt'rtr , l'\.rrnu( iry rr irlr ll\'trir;rtlrllf l{ \,,.

(l'lras. alt:tch 3 bank ".rnucllcd" chcqflc or pholocof! lhcr0ol )

llrSC rodc

Y,rt'r cnr,rill[)Il,-,bil: N,.r.

' Rcsidcncc Plronc No. (with STD codc) :

I llcrel)y declare thal tlla particlllxrs given al)ovc iirc corrc!l nnd c(nltplclc.

Yotrrs lailhlirllylSignaluro ol'll)e {r st I{cgistcled holdcr as per lhc specinrcn signaturc Iocigod \vilh the co0rpalty)

.

:

I Snvinrsr 0urcnrN l{l-./N RO,/Ovcrdral'1

Nadlc

Address

blank ' canceiled" or a photocopy thereol then a certificate from your banker shall be

,t

Datc:,n case voL are nol rn a oo5 hon 10 ei!e a

furnLshedls under:

Certificate of .h,e-Sba reX._o.ldl-t{5) bank

Certified that the pa rtjcula rs furnished above are correct as per our record,

Bank sstamp

Date:

Signature ofthe Authorlzed.official from the Bank

24"h ANNUAL REPORT 20I6.20I7 ,,% 88

1\landatorv cornplianccs in tcrnrs ofsEBI ciroulal cTRA.'IDR,''DP/ l0/2013 dared 2i103/2013 for. nraintainirg books oiaccountpal ticuiars including IFSC code lbr.nrakiug fa) ments 10r rhL. in\ c"t.rr" i,1, urlng "ny

nAl appr.oved mocles yiz., ECS. NEFTetc.

lb,FORNIAI II- t)CS rn4[date lbr share$ in Denrat mode

Tlrc clepository

Dcar.Sir.

I helcbv firrnish neoessa0, partjculars iin clcctr.onic r.cccipts ofarnounls. ifany. tionr thc company.'l'hc pirrliculal's arc:

' CllienlID&DpID :

' \rtrrr,rl legr5let ltolle .l' Prcscnl addrcss

:

Bi,nk Jccour)l d(1r ils' Accounr Nunbcr ( i 3 di-qit No/latcst accouui No. :

' Irlank accoultttyp; ..

(Please tick thc relevantaccoirnl lypc and slr-ike o liit Lher.s )

Narne ol Bcrrk

Brtrrclr Nantc

Citi" \ irh PIN :

q Jigit t\li( I.l No.

(llease artach a bat [< ,,canoelled,,

checiue ot plrorocopy there of)TFS( code l

Yrrrrcnn.llD :

\,lobilr No. :

Sdvi nEs,'currcnl,jN R E,AIR O/Ovcrdra fi

I herehy declale that the particulars given above are coraect and cunpl€te.

Yours iaitLtirlly(Signatue oldrc first rcgisrercd holcleras pcr thc spccimcn signalur e loclgccl rvith thc cornpany)

Name :

Address:Datc: t

lilffJ.il li:r:l' tn c position to give a blank "cancclled" or a phorocopl, rhci.eof, rhen a cerrilic,ate froru your banker sha[ be

Cctificatc o(ttre Strarct,t klcrls) bank

Certified !hat the p"arlicLrlars lirrnisheilabor,a are cot.rccl as perotrl.rocorJs.Bank's stanp

Datcl

.( r

Signirture oftheAuthodzcd oflicial fro rhe Banlr

Dcar invcslor.

Subject : IJsagc ofElectlonic payments nrulcs lbI making cash payDrc]'rts to tllc inysstors.

Securitjes Exchange Board of lnclia (SEtsI) has issued a cjrcular CII{il'fRDlDPr l0/2013 dated 21103/2013

nraking ir mandatory for curpanics lo use any Rescrvc Banh of India (RBI) approved electronic mode oi'paymcut sucrh as ECS IL.ECS (I".ocal ECS)I'RF.CS (Regional ECSV NECS (National ECS)1, NEFT etc. 1br

making cash 1':ayrrrelrts to the investors.

Tn order to cnablc usagc of electronic paymenls, Companies have been instructed mandatorily, to seek the

requisite Bank details uf[heir ilvesbrs through theil respective tlepositor.ies (DP).

lu vicrv of thc above ntantlatory recluirernsnts, yoLt rx-c recjueslcd serd your relevant latesl balk details, il'notfurnishi'd so thr, in {'brmat armcxetl to this lcttcr. to your deposilory (DI,)within l5 days ftom this day.

Please legister your E-ruail IDs also rvith your DP lbr receiving alJ the papers. notices. reports, financial

staten]ents e1c in clectronic ffode as a step to*'ards "Save Cireen" ei'lorts.

Wc scck your co-opcrat ion in {bllor.ving thc mandatory rcq ircmcntsaspcrSE[3]guideliries.

'l"h an k in g You

Youls' faithl'ully,

sd/-

Santosh Shadadal

Cor:rpany Secretary,I

Encl: SEBI cir-culars & EL'S mandalc

0

9o

SHRI KESHAV CEMENTS AND INFRA LIMITEDCIN: L2694 IKA 1993PLC0l 4l 04

Regd. Ot'iicc: "Jyoti Torver". 2 1512, 6" Cross. Nazar Cantp. Karbhar Galli. M. Vadgaoll. Belagavi - 590 005

ATTENDANCE SLIP

I hcrcby record my plcs$l]oe at thc 24"'Annual Goneral \,{ecting ol lht company hctcl on Thulstlay, 28*

Septcrnbcr 2017 at I 1 .00 a.m. at thc Regislcrcd olfice situated at 215/2, "Jyoti Torver". 6" Cross, N azar Ctmp.

KarbharGalli, M. Vadgaon, Belagavi- Kamataka -590 005.

Signature of Shareholder / Proxy

Notc: Please bring this attendance slip to the rneeting andhand over atthe entrance dr.rly filledin and sigued.

,t

6 - 2017 9l

Folio No.

Name and Address of the Shareholder

Client lD / DP lD Numbera

No. of Shares held

F0tt\,t No. N,t(;'t' - I l

PROX\; FOIIM

IPursuant to section 105(6) ofthe Companies Act,201-1 and Rule I9(3) ofthe Compnnies (Management

and Administration) Itulcs 20141

L269rt 1 ICA I 99-iPLCo 14 I 04

Shli Keshav Ccmcnts ancl lrtia Lirrritcd

"Jyoti Torver", 21 5r'2, 6" Cross. Naza:-Camp, Karbhal Galli

M adavpura, \'adgaou. Belagavi- 590005

CIN

Name ofthe Company

Registrred Office

client lD/Folio No.

Name and Address of the shareholder

DP lD Number

No. of Shares held

I / \\'u. lrcinE thc rrrcr]b(r(s ) ol sharcs ollhe above rraned conrpany, hcrcby appojnt:

Enrail id:....-....... Signature: ..............orfai1inghim,4rer

3. Name; Acklrcss:............

Emailid: ............ Signanrrc: ..............or1'zrilinghirnrher'

tAs nlylour pr'ox.v trt attend ald vote(on a poll) ior nre/us and on nryr'out behalfat the 24"'Annual General Meeting ofthe

corrpaly, to bc held on ThrLrsday, the Scptcmber 28"20I 7 at I L00 AM and at any adjournment thcreofin respect ofsuch

restrlutiorrs irs are indicated belotv:

24.h ANNUAL REPORT 20I6 - 20I7 ','%

Item Nos Description OptionalFor Against

ORDINARY BUSINESS

1Adoption of Financial Statements for the year ended 31stMarch 2017,the Report of Direc[ors' and Auditors thereon

2To appoint a Dlrector in place of Sri. Vilas Katwa (DtN:

00206015 ), who reures by rotation and, being etiqibte,

offers himself for re appointment.

To appoint a Dire.tor in pla.e oF Sri. Venkatesh Katwa (DINI00211504), who retires by rotation and, being eligible,

offers hirnselF for re -appo nlrneft,To declare a dlvldend on the equity shares for tha Frn;nciat

Year 2015 - 16.

5 To a'ppointment of tte Statutory Auditors of the Company

SPECIAL BUS]NESS

6 Re-appolntment of lVr Vilas KaLwa as ttanaqinq D rector ofthe Company.

7 Arnendment of Memorandum of Assoctation of the Company,8 Increase in A!thor zed Share Caprtal of the Company

9 Adoption of new set of ArUcles as per the Companies Act;2013

10Apporntrnent ot Sri. Balasaheb A tvlestri (DlNt07898493) asan lndependent Non -Executive Director of the Company

Signcd this .. .......... Dur ol .. . ... 2017

SiqnatrLrc ol' lhc SharcholtL,r:

S ignalurc ofthe Proxy holde(s):

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keshav cement · board of directors mr. h d katwa - chairman emeritus mr. venkatesh h katwa -...

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