Shri Keshav Management Discussions


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure and Developments Outlook

Cement industry is a highly energy incentive sector. Energy along with other raw materials mainly comprising coal and limestone forms a most critical component in the manufacturing of cement. While your company does not face any problem with respect to the availability of limestone. Its high priority is to keep its energy costs at minimum, which forms a significant portion of the input costs. In order to reduce the power consumption cost/ energy cost, the company has switched to pet-coke as fuel which is cost effective compared to Coal and is also utilizing power generated from its own solar plant for production of Cement.

During the Financial Year 2022-23 the company for the second consecutive time has crossed the milestone of 100 crore turnover and has recorded its highest gross turnover of Rs. 12,323.94 Lakhs till date.

Opportunities and Threats

With the installation and working of its Solar Plants running total at 37 MW capacity, the company has saved huge energy costs as the company is currently utilizing its own power generated from solar plant for production of Cement and is expected to save more costs in the future. The Company has also undertaken capex to further reduce its fuel and power cost thereby increasing the contribution margin. The Capex is expected to commission by Financial Year 2024.

Risk Management

Risk is inherent in all kinds of business and is an integral part of cement industry. In the normal course of business, a company is exposed to various risks like Credit risk, Market risk and Operational risk, besides other residual risks such as Liquidity risk, Interest rate risk, Regulation risk etc. With a view to efficiently manage such risks, your Company has put various risk management system and practices. Your Company aims at enhancing and maximizing shareholders value by achieving appropriate balance between risks and returns. The risk management strategy adopted by your Company is clearly based on a clear understanding of the risk and the level of the risk appetite and that is dependent on the willingness to take the risk in the normal course of business.

Segment Wise Performance

Revenue from Manufacturing and Trading in Cements for the FY 2022-23 amounted to Rs. 9,319.88 lakhs which is Rs. 260.32 Lakhs more than the revenue of FY 2021-22 of Rs. 9059.56 lakhs.

Revenue from Trading in Coal for the FY 2022-23 amounted to Rs. 25.68 lakhs which has reduced by Rs. 2.13 Lakhs from the revenue of FY 2021-22 of Rs. 27.81 lakhs.

Revenue from Dealing in Petrol and Diesel for the FY 2022-23 amounted to Rs. 813.59 lakhs which has increased by Rs. 22.09 Lakhs from the revenue of FY 2021-22 of Rs. 791.50 lakhs.

Revenue from Solar Power Generation and Supply for the FY 2022-23 amounted to Rs. 2164.79 lakhs which has increased by Rs. 664.59 Lakhs from the revenue of FY 2021-23 of Rs. 1500.20 lakhs.

Internal Control System and their Adequacy

Your company has a well defined internal control system to support efficient business operations and statutory compliance. Internal Auditor carry out vouching of all accounting records and confirmation 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 and also at the Corporate Office throughout the year. The company has taken all precautionary measures for its employees against the Covid-19 pandemic and it has ensured that all its employees/workers are fully vaccinated and the company has also ensured the use of Sanitizing machines at the factory premises and Thermal check of every employee, worker as well as visitors.

Discussion on Financial Performance with respect to Operational Performance

During the year under review the financial performance with respect to operational performance was satisfactory and there are no over dues 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 financial statements and there is no deviation in the current year.

Cautionary Statement

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

Annexure - III

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

(FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023)

To,

The Members,

Shri Keshav Cements & Infra Limited, Jyoti Towers, 215/2 6th Cross, Nazar Camp, Karbhar Galli, Madhavpur, Vadgaon, Belgaum-590005.

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: L26941KA1993PL0014104 (the Company). Secretarial Audit was conducted in a manner that provided a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023 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 filed & other records maintained by the Company for the financial year ended on 31st March, 2023 (financial year) and made available to us, according to the provisions of:

1. The Companies Act, 2013 (the Act) and the Rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder 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:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2018.

d. The Securities and Exchange Board of India (Share Based Employee

Benefits) Regulations, 2014; (Not Applicable during the reporting period)

e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

f. The Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015;

g. The Securities and Exchange Board of India (Buy-back of Securities)

Regulations, 2018 and (Not Applicable during the reporting period)

h. Securities and Exchange Board of India (Issue and Listing of Non-

Convertible and Redeemable Preference Shares) Regulations,2013; (Not Applicable during the reporting period)

i. The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008; and (Not Applicable during the reporting period)

j. The Securities and Exchange Board of India (Delisting of Equity

Shares) Regulations, 2009 (Not Applicable during the reporting period)

We further report that in accordance with the guidelines issued by the Institute of Company Secretaries of India (ICSI) on the applicability of industry specific laws as applicable to the Company and based on the list of the said laws provided and records maintained, the Company has, in our opinion, generally complied with the provisions of following laws:

Industry Specific Laws

1. Cement Control Order, 1967;

2. Cement Cess Rule, 1993;

3. Cement (Quality Control) Order, 2003;

4. Bureau of Indian Standards Rules, 1987;

5. Explosives Act, 1884 and the Rules thereon;

6. Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2015;

7. The Standards of Weights and Measures Act, 1976 and the Standards of Weights and Measures (Packaged Commodities) Rules, 1977;

8. Competition Act, 2002, Rules & Regulations;

9. Environmental Protection Act, 1986.

Other Laws

1. Legal Metrology Act, 2009 and the Rules thereon;

2. Water (Prevention and Control of Pollution) Act, 1974;

3. Air (Prevention and Control of Pollution) Act, 1981;

4. Noise Pollution (Control and Regulation) Rules, 1999;

5. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

6. Factories Act, 1948 and other applicable Labour Laws.

We further report that there were no events / actions, having any bearing on the

Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

We have not dealt with in this report any provisions relating to Audit of Accounts and the related financial records and also the provisions under Income Tax, Goods and Service Tax and Customs Act, other connected enactments the records of which have been covered under the Financial Audit.

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India. We report that, during the year under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines and Standards mentioned above.

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.

During the financial year the following changes were made by the company in its Board: A) Mr. Balasaheb Mestri (DIN: 07898493) was reappointed as the Independent Director of the company for a period of 5 years. B) Mrs. Radhika Dewani (DIN: 07997099) was reappointed as the Independent Director of the company for a period of 5 years.

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

We further report that, based on the information provided and the representation made by the Company and also on the review of the compliance certificates / reports taken on record by the Board of Directors of the Company, in our opinion there are adequate 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.

We further report that during the Financial Year 2022-23, the company has paid Managerial Remuneration to its Directors in accordance with the provisions of Section 197, read with Schedule V of the Act. The company falls under the ambit of Schedule V of the Act i.e. remuneration payable by companies having no profit or inadequate profit and hence, the remuneration paid during the reporting period is within the limits as laid down under Schedule V of the Act.

We further report that the Board of Directors in their meeting held on 16th March, 2023 have: A) Approved the increase of Authorised Share Capital of the Company and consequentially amendment of the Memorandum of Association of the Company. B) Approved the Preferential Allotment of Equity Shares to Promoters / Promoter Group against conversion of Unsecured Loans. C) Approved the Preferential Allotment of Equity Shares to Specified Investors. D) Approved the Preferential Allotment of Equity Share Warrants to Specified Investors. The Extra-ordinary General Meeting for getting approval of the same was held on 12th April, 2023.

For Akshay Jadhav & Associates

Sd/-
UDIN: F012650E000519409 Akshay Jadhav
Place: Belgaum Company Secretary
Date: 01/07/2023 M No. 12650 CP No. 20559
Peer Review Cer. No. 1595/2021

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.