Directors Report of Shiva Cement Ltd.

Mar 31, 2025

We are pleased to present 39^th Annual Report for the financial year ended on 31^st March, 2025. The operational performance
during the year is as below.

1. Financial/Operational Performance:

Particulars	31.03.2025	31.03.2024
Turnover	31,117.22	34,681.23
Operating EBITDA	(1,135.55)	3,899.27
Other Income	673.62	236.22
Finance Cost	11,540.42	10,149.21
Depreciation & Amortization	4,207.34	3,148.92
Profit/(Loss) before exceptional Item	(16,209.69)	(9,162.64)
Profit (Loss) before Taxation	(16,209.69)	(9,162.64)
Tax Expense/benefits	(1,962.03)	(2330.16)
Profit (Loss) after Taxation	(14,247.66)	(6,832.48)

Highlights of performance:

The total production of Clinker during the year under review
was 9.03 lakh MT as compared to production of 9.65 lakh MT
(including trial run production of 2.25 lakh MT) in the previous
year, recording a decrease of 6% over previous year. The tota
sales of Clinker during the year under review was 9.05 lakh MT
as compared to sales of 9.38 lakh MT (including trial run sales
of 2.06 lakh MT) in the previous year, recording a decrease of
4% over previous year.

During the year, the Company has allotted 10,00,00,000
equity shares under Rights Issue process at a price of ''40 pei
share (including premium of ''38 per share). The net proceeds
from the Rights Issue have been utilized for repayment of
loans and for General Corporate purposes.

During the year, the Company has received new sanction
for term loan of '' 25,000.00 lakhs from DBS Bank Limited
This loan sanction is towards project expansion of 1 Million
tons cement grinding unit. As against the sanction limit, term
loan amounting to ''2,500.00 lakhs have been received during
the year. Total term loan received for ''7,598.00 lakhs anc
repaid for '' 3,400.00 lakhs during the year. Cumulative term
loan balance as on 31^th March, 2025 is ''70,799.84 lakhs.

Further, during the year, the company has borrowed fund
for ''25,931.00 lakhs from its holding company JSW Cement
Limited for general corporate purpose and repaid ''31,658.62
lakhs out of the rights issue proceeds. Cumulative borrowed
fund balance as on 31^th March, 2025 is ''64,031.47 lakhs.

During the year total interest amounting ''10,462.83 lakhs (FY
2023-24: ''8,832.46 lakhs) has been charged to revenue profit
& loss account and ''394.84 lakhs (FY 2023-24: ''3,179.33
lakhs) has been capitalized. During the year company has
paid interest due amount for ''10,793.78 lakhs (FY 2023-24 -
''10,552.11 lakhs) to bank as well as to its holding company.

2. Transfer to Reserves:

During the financial year under review the Board has not
proposed to transfer any amount to reserves.

3. Dividend:

As your Company has incurred a net loss during the
year Board of Directors has not recommended any
dividend for the year.

4. Financial Statement:

The Audited Financial Statements of the Company,
which form a part of this Annual Report, have been
prepared in accordance with the provisions of the
Companies Act, 2013, Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the
Indian Accounting Standards.

5. Prospects:

Management Discussions and Analysis, covering
prospects is provided as a separate section in
this Annual Report.

6. Holding, Subsidiary & Associate Company:

Your Company does not have any subsidiary nor any
associate company. The Company has a holding
company as on 31^st March, 2025 namely JSW Cement
Limited. The net worth of JSW Cement Limited as on
31^st March, 2025 is ''2,856.59 crores.

7. Fixed Deposits:

Your Company has neither accepted nor renewed any
deposits within the meaning of Section 73(1) of the
Companies Act, 2013 and the rules made there under
during the period under review.

8. Credit Rating:

Your Company''s commitment to financial discipline and
prudent management is underscored by its consistently
strong credit ratings from leading rating agency.
During the year, the Company''s credit rating was “CRISIL
A (CE)/Stable (Reaffirmed)” rating on the long term
bank facilities the Company by CRISIL.

9. Extract of Annual Return:

Pursuant to Section 92(3) read with section 134(3) (a) of
the Companies Act, 2013, copies of the Annual Returns
of the Company prepared in accordance with Section
92(1) of the Act read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 are
placed and accessible on the website of the Company
at www.shivacement.com.

10. Share Capital:

The Company''s Authorised Share capital during the
financial year ended 31^th March, 2025, remained at
'' 280,00,00,000 (Rupees Two Hundred Eighty crores
only) comprising of '' 80,00,00,000 (Rupees Eighty crores
only) equity share capital divided into 40,00,00,000
(Forty Crore) Equity Shares of '' 2/- (Rupee Two only)
each; and '' 200,00,00,000 (Rupees Two Hundred crore
only) preference share capital divided into 2,00,00,000
(Two crores) Preference Shares of ''100/- (Rupees
Hundred Only) each.

The paid-up share capital of the Company was
'' 159,00,00,000 (Rupees One Hundred Fifty Nine Crores
Only) comprising of 29,50,00,000(Twenty-Nine Crores
Fifty Lakhs) Equity shares of '' 2/- (Rupees Two only)
each amounting to '' 59,00,00,000 (Rupees Fifty Nine
Crores Only) and One crore 1% Optionally Convertible
Cumulative Redeemable Preference Shares (OCCRPS)
of '' 100 (Rupee Hundred only) each amounting to
'' 100 crores (Rupees Hundred crore only). During the
year under review, the Board vide resolution dated
13^th May 2024, approved rights issue allotment of
10,00,00,000 (Ten Crore) Equity Shares of face value '' 2
each (Rupees Two only) each at an issue price of ''40 per
Equity Share. Therefore the paid up share capital of the
Company was increased.

Further, your Company has not issued any shares with
differential rights.

11. Committees of Board:

The Company has constituted various Committees
of the Board as required under the Companies Act,
2013 and the Listing Regulations. For details like
composition, number of meetings held, attendance
of members, etc. of such Committees, please refer to

the Corporate Governance Report which forms part of
this Annual Report.

12. Board Meeting:

The Board meets to discuss and decide on Company/
business policy and strategy apart from other business.
A tentative date of the Board and Committee Meetings
is circulated to the Directors in advance to facilitate
them to plan their schedule and to ensure meaningful
participation in the meetings. However, in case of a
special and urgent business need, the Board''s approval
is taken by passing resolutions through circulation
as permitted by law, which are ratified in the next
Board meeting.

During the year under review, the Board of Directors
met eight times on 25^th April, 2024, 13^th May, 2024,
25^th July, 2024, 13^th August, 2024, 21^st October,
2024, 21^st January, 2025, 04^th February, 2025, and
27^th March, 2025. The details of board meetings and
the attendance of the Directors are provided in the
Corporate Governance Report, which forms part of
this Annual Report. The maximum interval between
two meetings did not exceed 120 days as prescribed
under Companies Act, 2013 and Regulation 17 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [“SEBI(LODR) Regulations, 2015”] and
Secretarial Standard SS-1.

13. Disclosure under Regulation 32 (7A) of the
SEBI(LODR) Regulations, 2015:

During the year under review,the Board vide resolution
dated 13^th May 2024, approved the allotment of Rights
Issue of 10,00,00,000 (Ten Crore) Equity Shares of face
value ''2 each (Rupees Two only) each at an issue price
of ''40 per Equity Share. The Company has raised fund
of ''400 crore through rights issue of equity shares.
There has been no deviation in the utilization of Issue
proceeds from the objects as stated in the Letter of
Offer for Rights Issue.

Further other than above mentioned, no funds were
raised by the Company through Preferential allotment
or by way of a Qualified Institutions Placement during
the F.Y. 2024-25.

14. Compliance with Secretarial Standards:

During the year under review, the Company has
complied with Secretarial Standards 1 and 2, issued by
the Institute of Company Secretaries of India.

15. Directors’ Responsibility Statement:

Pursuant to the provisions of section 134(5) of the
Companies Act, 2013, your Directors hereby state
and 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 have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
the financial year and of the profit and loss of the
company for that period;

c. the directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

d. the directors have prepared the annual accounts
on a going concern basis; and

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

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

16. Declaration of Independence of Directors:

Your Company has received necessary declaration from
each of the Independent Directors under Section 149(7)
of the Companies Act, 2013 that he/she meets the criteria
of independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

I n the opinion of the Board, there has been no change
in the circumstances which may affect their status as
independent Directors of the Company and the Board is
satisfied of the integrity, expertise, and experience of all
Independent Directors on the Board. The Independent
Directors have also given declaration of compliance with
Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to
their name appearing in the data bank of Independent
Directors maintained by the Indian Institute of
Corporate Affairs.

17. Auditors and Auditor’s Report:

A. Statutory Auditors and Auditor Report:

Members of the Company at the 36^th Annual General
Meeting (“AGM”) held on 12^th September, 2022, approved
the re-appointment of M/s. Shah Gupta & Co, Chartered
Accountants (Firm Registration No. 109574W), as the
statutory auditors of the Company for a term of five
years to hold office commencing from the conclusion
of the 36^th AGM until the conclusion of 41^st AGM of the
Company to be held in the calendar year 2027.

The Notes on financial statements referred to in the
Auditor''s Report are self-explanatory and do not call
for any further comments. The Auditor''s Report for the
year under review does not contain any qualification,
reservation, adverse remark, or disclaimer. The Auditor''s
Report is enclosed with the financial statements
forming part of this Annual Report.

B. Secretarial Auditors and Secretarial Audit:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Company had re-appointed M/s. Sunil Agarwal
& Co., Practicing Company Secretaries, Mumbai to
undertake the Secretarial Audit of the Company for the
financial year 2024-25.

The Secretarial Audit Report (issued by Sunil Agarwal
& Co., Company Secretaries) for the Financial Year
2025 does not contain any qualification, reservation
or adverse remark and is attached to this report as
Annexure A. Further, the Secretarial Auditors have not
reported any fraud under Section 143(12) of the Act.

Pursuant to amended provisions of Regulation 24A
of the SEBI (LODR) Regulations and subject to your
approval being sought at the ensuing AGM the M/s. SR
Agarwal &Associates, Company Secretaries, Mumbai (CP
No. 3286; Peer Review Unit No. 3600/2023) has been
appointed by the Board as Secretarial Auditors of the
Company to undertake the Secretarial Audit of your
Company for the first term of five (5) consecutive years
from FY 2025-26 till 2029-30. Secretarial Auditors have
confirmed that they are not disqualified to be appointed
as a Secretarial Auditor and are eligible to hold office
as Secretarial Auditor of your Company. Brief details of
M/s. SR Agarwal & Associates, Company Secretaries, are
separately disclosed in the Notice of ensuing AGM.

C. Reporting of Frauds by Auditors:

During the FY 2024-25, neither the Statutory Auditors
nor the Secretarial Auditor have reported to the Audit
Committee of the Board, under Section 143(12) of the
Act, any instances of fraud committed against the

Company by its officers or employees, the details of
which would need to be mentioned in this Report.

18. Listing with Stock Exchanges:

The Company is listed on Bombay Stock Exchange
Limited (BSE), Mumbai. The annual listing fees for the
year 2024-25 has been paid to the Stock Exchange
where the Company''s shares are listed.

19. Consolidated Financial Statements:

The Company does not have any subsidiaries so there is
no need to prepare consolidated financial statement.

20. Particulars of loans or guarantees given, securities
provided or investments made under Section 186
of the Companies Act, 2013:

During the year under review, the Company has not given
loans or guarantees, securities provided or investments
made under Section 186 of the Companies, Act, 2013.

21. Report on Performance of Subsidiaries,
Associates and Joint Venture Companies:

As per the provision of first proviso of Section 129(3)
of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014, the Company is
required to attach along with its financial statements a
separate statements containing the salient features of
financial statements of its subsidiaries in Form AOC-1.

The Company does not have any Subsidiaries,
Associates and Joint Venture Companies. Hence, the
details of performance of Subsidiary/ Associate/ Joint
venture and their contribution to overall performance
on Company is not applicable.

22. Particulars of contracts or arrangements with
related parties referred to in Section 188(1) of the
Companies Act, 2013:

During the year under review, the Company revised its
Policy on Materiality of Related Party Transactions as also
Dealing with Related Party Transactions, in accordance
with the amendments to applicable provisions of law /
Listing Regulations.

The Company''s Policy on Materiality of Related
Party Transactions as also dealing with Related
Party Transactions, as approved by the Board, is
available on the website of the Company at the link:
www.shivacement.com.

During the year under review, all other contracts /
arrangements / transactions entered into during the
financial year 2024-25 by the Company with Related
Parties were in the ordinary course of business and
on an arm''s length basis. Related Party Transactions
which are in the ordinary course of business and on an

arm''s length basis, of repetitive nature and proposed
to be entered into during the financial year are
placed before the Audit Committee for prior omnibus
approval. A statement giving details of all Related Party
Transactions, as approved, is placed before the Audit
Committee for review on a quarterly basis.

All Related Party Transactions (RPT) and subsequent
material modifications are placed before the Audit
Committee for its review and approval. Prior omnibus
approval is obtained for RPT which are of repetitive
nature and / or entered in the ordinary course of
business and are at arm''s length. All RPT are subjected
to independent review by a reputed accounting firm to
establish compliance with the requirements under the
Act, and Listing Regulations.

The Company has developed a framework for the
purpose of identification and monitoring of such
Related Party Transactions. The details of transactions
/ contracts / arrangements entered into by the
Company with Related Parties during the financial year
under review are set out in the Notes to the Financial
Statement. The disclosure of material RPTs as required
to made under Section 134 in Form AOC-2 is attached
as Annexure B to this Report.

23. Change in nature of business:

During the financial year under review, there has been no
change in the nature of business of the Company.

24. Material changes and commitment affecting the
financial position of the Company:

There have been no 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 this report.

25. Particulars regarding Conservation of Energy,
Technology Absorption, Foreign Exchange
Earnings and Outgo:

A statement containing necessary information, as
required under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014
Companies Act, 2013 is annexed hereto in Annexure-C.

26. Disclosure related to policy:

A. Company’s policy on Directors’, KMP & other
employees’ appointment and remuneration:

The Company has formulated, amongst other, the Policies
on the Directors'', KMP & other employees'' appointment
including criteria for determining qualifications, positive
attributes, independence of a Director and other
matters as provided under sub-section (3) of Section

178 of the Act. The salient features of the Remuneration
Policy forms part of Corporate Governance Report and
detailed policy has also been published on the website
www.shivacement.com.

B. Risk Management Policy:

Your Company in line with its business plan and risk
appetite, has adopted a robust Risk Management
Policy, to identify, assess, monitor and address the full
spectrum of risks applicable and mitigate & manage
such risks, including the combined impact of those risks.
The policy has been drafted in line with the Company''s
business operations with an objective to develop a
‘risk intelligent'' culture that drives informed decision
making and builds resilience to adverse developments
while ensuring that opportunities are exploited to create
value for all stakeholder. The Company has constituted
a Risk Management Committee in accordance with
the requirements of SEBI Listing Regulations to, inter
alia, monitor the risks and their mitigating actions.
Risks related to internal controls, compliances & systems
are reviewed in detail by the Audit Committee. All risks
including investment risks are reviewed in the meetings
of the Board of Director.

C. Dividend Distribution Policy:

In terms of the provisions of Regulation 43A of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations''), your Company has
formulated and adopted a Dividend Distribution Policy,
which is available on the Company''s website and can be
accessed at www.shivacement.com.

D. Corporate Social Responsibility:

The Company believes in inclusive growth to facilitate
creation of a value based and empowered society
through continuous and purposeful engagement with
society around. The provisions of the Corporate Social
Responsibility under section 135 of the Companies Act,
2013 are not applicable to the Company. However, the
CSR activities are undertaken by the parent company

i.e. JSW Cement Limited on behalf of the Company.
Therefore, the details about the initiatives taken by the
Company on Corporate Social Responsibility during the
year under review have not been appended as Annexure
to this Report.

The Company has CSR policy and CSR Committee to
review the activities undertaken by the parent company
i.e. JSW Cement Limited on behalf of the Company.

The CSR Policy formulated is uploaded on the website
of the Company at www.shivacement.com.

27. Vigil Mechanism:

Pursuant to the provisions of Section 177 (9) of
Companies Act, 2013, the Board of Directors has
established a committee to provide adequate
safeguard against victimization & to protect interest
of the directors and employees to report their genuine
concerns. The Company has uploaded the code of
conduct in relation to the employees & directors on its
website (www.shivacement.com).

28. Evaluation of Board, Committees and Board
Members pursuant to provisions of the
Companies Act, 2013:

Good Governance requires Boards to have effective
processes to evaluate their performance. The evaluation
process is a constructive mechanism for improving
effectiveness of Board, maximizing strengths and tackling
weaknesses which leads to an immediate improvement
in performance throughout the organization.

Evaluation by Independent Director:

In terms of the Code for Independent Directors
(Schedule IV), the Independent Director(s) on the Board
of the Company shall evaluate performance of the
Non-Independent Director(s), Board as a whole and
review performance of Chairperson. Broad parameters
for reviewing performance are based on the structured
questionnaires related to composition of Board, Function
of Board, Meeting attended by Board Members, conflict
of interest, participation in discussion, time contribution,
Governance and ethical problem etc.

Evaluation by Nomination and Remuneration
(NRC) Committee:

Nomination and Remuneration committee constituted
under section 178 of the Companies Act, 2013 has been
made responsible for carrying out evaluation of every
Director''s performance. The evaluation of individual
Director focuses on contribution to the work of Board.

Evaluation by Board:

The purpose of Board Evaluation is to achieve persistent
and consistent improvement in the governance of the
Company at Board level with an intention to establish
and follow best practices in Board Governance in
order to fulfill fiduciary obligation to the Company.
The Board believes, the evaluation will lead to a working
relationship among Board members, greater efficiency
using the Board''s time and increased effectiveness of
the Board as governing body. A structured questionnaire
was prepared covering all aspects of the Board''s and
Committee''s function, for the evaluation of the Board
and Committees. The evaluation of the Independent
Directors was based on the range of the criteria like
independent judgment strategy, performance and risk

management; skill, knowledge and Familiarity about the
Company, professional advice, attendance in Board and
Committee meeting etc. All Independent Directors are
persons of eminence and bring a wide range of expertise
and experience to the Board thereby ensuring the best
interest of stakeholders and the Company.

29. Significant and material orders passed by the
Regulators or Courts or Tribunals impacting the
going concern status and Company’s operations
in future:

There are no significant and material orders passed
by the Regulators or Courts or Tribunals which would
impact the going concern status and the Company''s
future operations.

30. Adequacy of Internal Financial Controls:

The Board of Directors in consultation with Internal
Auditors have laid down the Internal Financial Controls
Framework, commensurate with the size, scale and
complexity of its operations. The Internal Audit Team
quarterly monitors and evaluates the efficacy and
adequacy of internal control system in the Company,
its compliance with operating systems, accounting
procedures and policies. Based on the report of
internal audit function, process owners undertake
corrective action in their respective areas and thereby
strengthen the controls. Audit observations and
corrective actions thereon are presented to the Audit
Committee of the Board.

31. Cost Record:

Pursuant to Section 148(1) of the Companies Act, 2013
the Company is required to maintain cost records as
specified by the Central Government and accordingly
such accounts and records are made and maintained.
Such cost accounts and records are subject to audit by
M/s Kishore Bhatia & Associates - Cost Accountants (Firm
Registration -00294), to conduct the cost audit of your
Company for the financial year ended 31^st March, 2025.

Pursuant to Section 148(2) of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the Board based on the
recommendation of the Audit Committee appointed,
M/s Kishore Bhatia & Associates - Cost Accountants
to conduct the audit of the cost accounting records
of the Company for FY 2024-25. M/s Kishore Bhatia
& Associates - Cost Accountants, being eligible, have
consented to act as the Cost Auditors of the Company
for financial year 2025-26.

The remuneration of ''2,20,000 (Rupees Two lakhs twenty
thousand only) plus out of pocket expenses, travelling
and other expenses (which would be reimbursable at

actuals) plus taxes incurred in connection with the
aforesaid audit, is proposed to be paid to the Cost
Auditors, subject to ratification by the Members of the
Company at the ensuing AGM.

32. Directors and Key Managerial Personnel:
Appointment of Director

Ms. Sudeshna Banerjee (DIN: 01920464), has been
re-appointed as an Independent Director of the
Company for a second term of 5 (five) consecutive years
with effect from 23^rd April, 2024.

Appointment/Resignation of Key Managerial
Personnel

Ms. Sneha Bindra has resigned from the post of Company
Secretary & Compliance Officer w.e.f. 11^th February, 2025
(Closure of business hours).

Ms. Ishika Sharma has been appointed as a Company
Secretary & Compliance Officer w.e.f. 27^th March, 2025.

Retirement by Rotation

In accordance with the provisions of Section 152 of
the Act, read with rules made there under and Articles
of Association of the Company, Mr. Narinder Singh
Kahlon (DIN- 03578016), Non-Executive Director of your
Company shall retire by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself
for re-appointment at the ensuing Annual General
Meeting of the Company.

33. Corporate Governance:

Your Company has complied with the requirements of
Regulation 17 to 27 of the SEBI (LODR) Regulations, 2015
on Corporate Governance. Pursuant to Schedule V of
the SEBI (LODR) Regulations, 2015, Report on Corporate
Governance along with the Auditors'' Certificate on its
compliance is annexed separately to this Annual Report.

34. Management Discussion and Analysis Report

The Management Discussion and Analysis Report
on the operations of the Company for the year under
review, as required under Schedule V of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations,
2015 is provided in a separate section and forms part of
this Annual Report.

35. Human Resources

The Company is maintaining cordial and healthy
relations with its employees. Employees at all levels are
extending their full support. The Company has strong
faith in potential of human resources. It believes in
the creative abilities of the people; those work for the
Company. It believes in the participatory management.

36. Particulars of Employees

The disclosure pertaining to remuneration and other
details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure D to this Report. The disclosure
under Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
forms a part of this Report. However, as per first proviso
to Section 136(1) of the Act and second proviso of Rule
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the Report and
Financial Statements are being sent to the Members of
the Company excluding the said statement. Any Member
interested in obtaining a copy of the said statement
may write to the Company Secretary at the Registered
Office of the Company.

37. Disclosure under section 54(1)(d) of the
Companies Act, 2013:

The Company has not issued sweat equity shares during
the year under review and hence, no information as
pursuant to section 54(1)(d) of the Companies Act, 2013
read with Rule 8(13) of the Companies (Share Capital
and Debentures) Rules, 2014 is furnished.

38. Disclosure under section 67(3) of the Companies
Act, 2013

The Company has not passed any special resolution
pursuant to Section 67(3) of the Companies Act, 2013
hence no disclosure is required to be made.

39. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

In accordance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act) and the
Rules made thereunder, the Company has in place a
policy on Prevention of Sexual Harassment of women
at workplace. The Company has constituted an Internal
Complaints Committee (“ICC”) for redressal of the
complaints arising under POSH Act.

Number of complaints received and resolved in
relation to Sexual Harassment of Women at Workplace
(Prevention, Protection, and Redressal) Act, 2013 during
the year under review and their breakup is as under:

(a) No. of Complaints filed during the year
ended 31.03.2025: 1

(b) No. of Complaints disposed of during the
financial year: 1

(c) No. of pending Complaints as on 31.03.2025: NIL

40. IBC Code and One-time Settlement

There is no proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016
(IBC Code). There has not been any instance of
one-time settlement of the Company with any bank or
financial institution.

41. Other Disclosures

I n terms of applicable provisions of the Act and SEBI
Listing Regulations, your Company discloses that during
the financial year under review:

i. there was no Scheme for provision of money for
the purchase of its own shares by employees or by
trustees for the benefit of employees.

ii. there was no public issue, bonus issue or preferential
issue, etc. However, the Company had issued and
allotted 10,00,00,000 (Ten Crore) Equity Shares at
face value ''2 each (Rupees Two only) each at an
issue price of ''40 per Equity Share through rights
issue which was approved by the Board vide Board
Meeting dated 13^th May 2024 .

iii. there was no transfer of unpaid or unclaimed amount
to Investor Education and Protection Fund (IEPF).

42. Acknowledgements

Your directors place on record their sincere appreciation
to the government authorities, Bankers, NBFCs,
consultants, shareholders, employees, suppliers &
contractors of the Company for the co-operation and
support extended to the Company.

43. Cautionary Statement

Statements in the directors'' report and the management
discussion & analysis describing company''s objectives,
expectations or predictions, may be forward-looking
statement within the meaning of applicable laws and
regulations. Although we believe our expectation is
based on reasonable assumption, 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, new capacity
additions, availability of critical materials and their cost,
changes in government policies and tax laws, economic
development of the country, and such other factors which
are material to the business operations of the company.

For and on behalf of the Board of Directors
Shiva Cement Limited

Manoj Kumar Rustagi Narinder Singh Kahlon

28 April, 2025 Whole-Time Director& CEO Director

Place: Kutra, Sundargarh DIN:07742914 DIN: 03578016

---

Mar 31, 2024

We are pleased to present 38^th Annual Report for the financial year ended on 31^st March, 2024. The operational performance during the year is as below.

1. Financial/Operational Performance

'' Lakhs

Particulars	As at 31 March, 2024	As at 31 March, 2023
Turnover	34,681.23	0.55
Operating EBITDA	3,899.27	(1,309.75)
Other Income	236.22	346.83
Finance Cost	10,149.21	1,285.30
Depreciation & Amortization	3,148.92	5,898.63
Profit/(Loss) before exceptional Item	(9,162.64)	(10,864.20)
Profit (Loss) before Taxation	(9,162.64)	(10,864.20)
Tax Expense/benefits	(2330.16)	(2817.17)
Profit (Loss) after Taxation	(6,832.49)	(8,047.03)

Highlights of performance:

The company declared its commercial operation of clinkerisation facility on 30 June, 2023 under on-going expansion project. The financials for the year ended 31 March, 2024 includes the operational performance of new clinkerisation facility. Till 30 June,2023 the plant was under trial run and generated revenue of '' 10,811.65 lakhs ( previous year '' 4,763.94 lakhs) with corresponding trial run expenses of '' 11,354.68 ( previous year '' 6,002.00 lakhs). Net trial run expense of '' 534.89 lakhs ( previous year '' 1,238.06 lakhs) has been capitalized during the year.

'' lakhs

Particulars	As at 31 March, 2024	As at 31 March, 2023
Revenue from trial run operation	10,811.65	4,763.94
Total trial run expense	11,354.68	6,002.00
Net Trial run expense transfer to CWIP	534.89	1,238.06

During the year the Company has received sanction for long term loan of '' 85,000.00 lakhs from Axis Bank Limited for refinancing of the existing Term loan facilities of '' 106,600.00 lakhs. During the year the company has availed term loan amounting '' 5,344.86 lakhs (cumulative as on 31 March, 2024 : '' 66,602.29 lakhs). The entire fund have been used in project expansion. Further the company received borrowed funds amounting '' 7,622.18 lakhs (cumulative as on 31 March, 2024 : '' 69,759.09 lakhs) from its holding company JSW Cement Limited and these funds have been used mostly in project expansion. On total cumulative borrowed fund for '' 1,36,361.38 lakhs, the company has incurred interest cost amounting '' 3,179.33 lakhs (FY 2022-23 : '' 7,682.09 lakhs) which has been capitalized during the year. Further interest amount of '' 8,832.35 lakhs (FY 2022-23 : '' 868.89 lakhs) charged to revenue profit & loss account. During the year the company has paid its interest due amount for '' 10,552.11 lakhs

(FY 2022-23 : '' 7,192.42 lakhs) to bank as well as to its holding company.

2. Transfer to Reserves

During the financial year under review the Board has not proposed to transfer any amount to reserves.

3. Dividend

As your Company has incurred a net loss during the year Board of Directors has not recommended any dividend for the year.

4. Financial Statement:

The Audited Financial Statements of the Company, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and the Indian Accounting Standards.

5. Prospects:

Management Discussions and Analysis, covering prospects is provided as a separate section in this Annual Report.

6. Holding, Subsidiary & Associate Company:

Your Company does not have any subsidiary nor any associate company. The Company has a holding company as on 31^st March, 2024 namely JSW Cement Limited. The net worth of JSW Cement Limited as on 31.03.2024 is ''2,686.46 crores.

7. Fixed Deposits:

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the rules made there under during the period under review.

8. Credit Rating

During the year, the Company''s credit rating was “CRISIL A (CE)/Stable (Reaffirmed)" rating on the long term bank facilities of Shiva Cement Limited (SCL) by CRISIL.

9. Extract of Annual Return:

Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the website of the Company at www.shivacement.com.

10. Share Capital:

The Company''s Authorised Share capital during the financial year ended March 31, 2024 , remained at ''280,00,00,000 (Rupees Two Hundred Eighty crores only) comprising of '' 80,00,00,000 (Rupees Eighty crores only) equity share capital divided into 40,00,00,000 (Forty Crore) Equity Shares of '' 2/- (Rupee Two only) each; and ''200,00,00,000 (Rupees Two Hundred crore only) preference share capital divided into 2,00,00,000 (Two crores) Preference Shares of ''100/- (Rupees Hundred Only) each.

The Company''s paid-up share capital remained at ''13,900 lakhs comprising of 1950 lakh Equity shares of '' 2/- (Rupee Two only) each amounting to '' 3900 crores and One crore 1% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of ''100

(Rupee Hundred only) each amounting to '' 100 crores (Rupees Hundred crore only).

11. Committees of Board

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.

12. Board Meeting

The Board meets to discuss and decide on Company/ business policy and strategy apart from other business. A tentative date of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation as permitted by law, which are notified in next Board meeting.

During the year under review, the Board of Directors have met eight times on 16 .05 .2023,27.07.2023,14.09.2023,

14.10.2023, 31.10.2023, 21.12.2023, 24.01.2024 and

27.03.2024. The maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI(LODR) Regulations, 2015"] and Secretarial Standard SS-1.

13. Disclosure under Regulation 32 (7A) of the SEBI (LODR) Regulations, 2015

During the year under review company has filed Draft Letter of Offer with SEBI dated 16^th October, 2023 and further the company has filed the Letter of Offer with the SEBI dated 28^th March, 2024 for the purpose of raising funds through rights issue of equity shares.

Further other than above mentioned, no funds were raised by the Company through Preferential allotment or by way of a Qualified Institutions Placement during the F.Y 2023 -24 .

14. Compliance with Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

15. Directors’ Responsibility Statement

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby state and 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 have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis; and

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

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

16. Declaration of Independence of Directors

The Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent

Directors'' Databank as on the date of this Report and will undergo the online proficiency self-assessment test within the specified timeline unless exempted under the aforesaid Rules.

17. Auditors and Auditor’s Report:

A. Statutory Auditors and Auditor Report:

Members of the Company at the 36^th AGM held on September 12, 2022, approved the re-appointment of, M/s. Shah Gupta & Co, Chartered Accountants (Firm Registration No. 109574W), as the statutory auditors of the Company for a term of five years to hold office commencing from the conclusion of the 36^th AGM until the conclusion of 41^st AGM of the Company to be held in the calendar year 2027.

The Notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report for the year under review does not contain any qualification, reservation, adverse remark, or disclaimer.

B. Secretarial Auditors and Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sunil Agarwal & Co., Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the financial year 2023 -24 . The Report of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure A. The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

C. Reporting of Frauds by Auditors

During the FY 2023 -24 , neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

18. Listing with Stock Exchanges

The Company is listed on Bombay Stock Exchange Limited (BSE), Mumbai. The annual listing fees for the year 2023 -24 have been paid to the Stock Exchange where the Company''s share are listed.

19. Consolidated Financial Statements

The Company does not have any subsidiaries so there is no need to prepare consolidated financial statement.

20. Particulars of loans or guarantees given,securities provided or investments made under Section 186 of the Companies Act, 2013:

During the year under review, the Company has not given loans or guarantees, securities provided or investments made under Section 186 of the Companies, Act, 2013.

21. Report on Performance of Subsidiaries, Associates and Joint Venture Companies

As per the provision of first proviso of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the Company is required to attach along with its financial statements a separate statements containing the salient features of financial statements of its subsidiaries in Form AOC-1.

The Company does not have any Subsidiaries, Associates and Joint Venture Companies. Hence, the details of performance of Subsidiary/ Associate/ Joint venture and their contribution to overall performance on company is not applicable.

22. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013

During the year under review, the Company revised its Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, in accordance with the amendments to applicable provisions of law / Listing Regulations.

The Company''s Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: www.shivacement.com.

During the year under review, all other contracts / arrangements / transactions entered into during the financial year 2023-24 by the Company with Related Parties were in the ordinary course of business and on an arm''s length basis. Related Party Transactions which are in the ordinary course of business and on an arm''s length basis, of repetitive nature and proposed to be entered into during the financial year are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis.

The Company has developed a framework for the purpose of identification and monitoring of such Related Party Transactions. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial

Statement. The disclosure in Form AOC-2 is attached as Annexure B to this Report

23. Change in nature of business

During the financial year under review, there has been no change in the nature of business of the Company.

24. Material changes and commitment affecting the financial position of the Company

There have been no 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 this report.

25. Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement containing necessary information, as required under the Companies Act, 2013 is annexed hereto in Annexure-C.

26. Disclosure related to policy

A. Company’s policy on Directors’, KMP & other employees’ appointment and remuneration

The Company has formulated, amongst other, the Policies on the Directors'', KMP & other employees'' appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under sub-section (3) of Section 178 of the Act. The salient features of the Remuneration Policy forms part of Corporate Governance Report and detailed policy has also been published on the website www.shivacement.com.

B. Risk Management Policy

Your Company in line with its business plan and risk appetite, has adopted a robust Risk Management Policy, to identify, assess, monitor and address the full spectrum of risks applicable and mitigate & manage such risks, including the combined impact of those risks. The policy has been drafted in line with the Company''s business operations with an objective to develop a ‘risk intelligent'' culture that drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholder. The Company has constituted a Risk Management Committee in accordance with the requirements of SEBI Listing Regulations to, inter alia, monitor the risks and their mitigating actions. Risks related to internal controls, compliances & systems are reviewed in detail by the Audit Committee. All risks

including investment risks are reviewed in the meetings of the Board of Director.

C. Dividend Distribution Policy

In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations''), your Company has formulated and adopted a Dividend Distribution Policy, which is available on the Company''s website and can be accessed at www.shivacement.com.

D. Corporate Social Responsibility

The Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society around. The provisions of the Corporate Social Responsibility under section 135 of the Companies Act, 2013 are not applicable to the Company. However, the CSR activities are undertaken by the parent company

i.e. JSW Cement Limited on behalf of the Company. Therefore, the details about the initiatives taken by the Company on Corporate Social Responsibility during the year under review have not been appended as Annexure to this Report.

Also, the Company has CSR policy and CSR Committee to review the activities undertaken by the parent company i.e. JSW Cement Limited on behalf of the Company.

The CSR Policy formulated is uploaded on the website of the Company at www.shivacement.com.

27. Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of Companies Act, 2013, the Board of Directors has established a committee to provide adequate safeguard against victimization & to protect interest of the directors and employees to report their genuine concerns. The Company has uploaded the code of conduct in relation to the employees & directors on its website (www.shivacement.com).

28. Evaluation of Board, Committees and Board Members pursuant to provisions of the Companies Act, 2013

Good Governance requires Boards to have effective processes to evaluate their performance. The evaluation process is a constructive mechanism for improving effectiveness of Board, maximizing strengths and tackling weaknesses which leads to an immediate improvement in performance throughout the organization.

Evaluation by Independent Director

In terms of the Code for Independent Directors (Schedule IV), the Independent Director(s) on the Board of the Company shall evaluate performance of the Non-Independent Director(s), Board as a whole and review performance of Chairperson. Broad parameters for reviewing performance are based on the structured questionnaires related to composition of Board, Function of Board, Meeting attended by Board Members, conflict of interest, participation in discussion, time contribution, Governance and ethical problem etc.

Evaluation by Nomination and Remuneration (NRC) Committee

Nomination and Remuneration committee constituted under section 178 of the Companies Act, 2013 has been made responsible for carrying out evaluation of every Director''s performance. The evaluation of individual Director focuses on contribution to the work of Board.

Evaluation by Board

The purpose of Board Evaluation is to achieve persistent and consistent improvement in the governance of the Company at Board level with an intention to establish and follow best practices in Board Governance in order to fulfill fiduciary obligation to the Company. The Board believes, the evaluation will lead to a working relationship among Board members, greater efficiency using the Board''s time and increased effectiveness of the Board as governing body. A structured questionnaire was prepared covering all aspects of the Board''s and Committee''s function, for the evaluation of the Board and Committees. The evaluation of the Independent Directors was based on the range of the criteria like independent judgment strategy, performance and risk management; skill, knowledge and Familiarity about the Company, professional advice, attendance in Board and Committee meeting etc. All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company.

29. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

30. Adequacy of Internal Financial Controls:

The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Controls

Framework, commensurate with the size, scale and complexity of its operations. The Internal Audit Team quarterly monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

31. Cost Record:

Maintenance of Cost records under the provisions of the Companies Act, 2013 is not applicable to the Company.

32. Directors and Key Managerial Personnel: Appointment/Resignation of Director

Mr. ManojKumar Rustagi (DIN: 07742914) has been re-appointed as a Whole-time director for a period of three (3) years with effect from June 26, 2023, to June 25, 2026.

Mr. Shouvik Chakraborty (DIN-10406430 ) has been appointed as a Non-Executive Director of the Company with effect from December 21, 2023.

Ms. Sudeshna Banerjee (DIN-01920464), has been re-appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from April 23, 2024.

There were no changes in Key Managerial Personnel during the year under review.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made there under and Articles of Association of the Company, Mr. Manoj Kumar Rustagi (DIN- 07742914), Whole-time Director & CEO of your Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting of the Company.

33. Corporate Governance

Your Company has complied with the requirements of Regulation 17 to 27 of the SEBI (LODR) Regulations, 2015 on Corporate Governance. Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

34. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company for the year under review, as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms part of this Annual Report.

35. Human Resources

The Company is maintaining cordial and healthy relations with its employees. Employees at all levels are extending their full support. The Company has strong faith in potential of human resources. It believes in the creative abilities of the people; those work for the Company. It believes in the participatory management.

36. Particulars of Employees

The provisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the employees were in receipt of remuneration exceeding the limits specified therein.

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D to this Report. The disclosure under Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

37. Disclosure under section 54(1)(d) of the Companies Act, 2013:

The Company has not issued sweat equity shares during the year under review and hence, no information as pursuant to section 54(1)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

38. Disclosure under section 67(3) of the Companies Act, 2013

The Company has not passed any special resolution pursuant to Section 67(3) of the Companies Act, 2013 hence no disclosure is required to be made.

39. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has a policy on Prevention of Sexual Harassment at workplace. The policy has been framed as per “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and an internal Committee has been constituted for redressal of the complaints.

40. IBC Code and One-time Settlement

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

41. Other Disclosures

In terms of applicable provisions of the Act and SEBI Listing Regulations, your Company discloses that during the financial year under review:

i. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ii. there was no public issue, rights issue, bonus issue or preferential issue, etc.

iii. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

iv. AUDIT COMMITTEE

Pursuant to the reconstitution of the Audit Committee by the Board through circular resolution dated on 03.05.2023, the Audit Committee comprises of three Non-Executive Independent Directors and one Non-Executive Director.

Mr. Jagdish Chandra Toshniwal is the Chairman of the Audit Committee. The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. There are no recommendations of the Audit Committee that have not been accepted by the Board.

42. Acknowledgements

Your directors place on record their sincere appreciation to the government authorities, Bankers, NBFCs, consultants, shareholders, employees, suppliers & contractors of the Company for the co-operation and support extended to the Company.

43. Cautionary Statement

Statements in the directors'' report and the management discussion & analysis describing company''s objectives, expectations or predictions, may be forward-looking statement within the meaning of applicable laws and regulations. Although we believe our expectation is based on reasonable assumption, 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, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and such other factors which are material to the business operations of the company.

For and on behalf of the Board of Directors Shiva Cement Limited

Manoj Kumar Rustagi Narinder Singh Kahlon

Date: 25.04.2024 Whole-Time Director & CEO Director

Place: Kutra, Sundargarh DIN: 07742914 DIN: 03578016

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Mar 31, 2023

We are pleased to present 37^th Annual Report for the financial year ended on 31^st March, 2023. The operational performance during the year is as below.

1. Financial/Operational Performance

(Rs. in Lakh)
Particulars	31.03.2023	31.03.2022
Turnover	-	346.55
Operating EBIDTA	(1,310.30)	(801.72)
Other Income	347.38	380.49
Finance Cost	1285.30	879.26
Depreciation & Amortization	5898.63	705.55
Profit/(Loss) before exceptional Item	(10,864.20)	(3,451.76)
Profit (Loss) before Taxation	(10,864.20)	(3,451.76)
Tax Expense/benefits	(2817.17)	(899.84)
Profit (Loss) after Taxation	(8,047.03)	(2,551.92)

Highlights of performance:

During the year, the Company has commissioned the new clinkerisation facility under ongoing expansion projects at kutra plant on 20.01.2023 and the plant is under trial run phase. In this trial run operation, the plant generated revenue of C 4,763.94 lakhs with corresponding trial run expenses of C 6,002.00 lakhs. The FY 2022-23 ended with net trial run expense of C 1,238.06 lakhs.

(C in lakh)
Particulars	31.03.2023	31.03.2022
Revenue from trial run operation	4,763.94	-
Total trial run expense	6,002.00	-
Net Trial run expense transfer to CWIP	1,238.06	-

Mines operation have been continued for production of Lime Stone to fulfill the requirement of expanded clinker production plant. During the year the company produced 2,37,453 MT of Lime Stones compare to 96,231 MT in FY 2021-22 resulting 147% increase in Limestone production..

During the year certain equipment''s and machineries of the existing production line have been removed and relocated for integration into ongoing expansion projects, which has resulted in dismantling certain Civil and mechanical structures. Accordingly, the written down value of such dismantled structure amounting to C 2,717.07 lakhs (previous year C 1,340.72 Lakhs) has been charged to the statement of profit and loss during the financial year.

During the year Company has availed term loan amounting C 30,132.23 lakhs (cumulative as on 31.03.2023 : C 60,940.43 lakhs) out of sanctioned amount of C 1,06,600.00 lakhs from different consortium of Banks having Axis Bank Limited as a lead banker. The entire fund have been used in project expansion. Further the company received borrowed funds amounting C 22,769.00 lakhs (cumulative as on 31.03.2023 :

C 62,136.91 lakhs) from its holding company JSW Cement Limited and these funds have been used mostly in project expansion. On total cumulative borrowed fund for C 1,23,077.34 lakhs, the company has incurred interest cost amounting C 7,682.09 lakhs (FY 2021-22 : C 2,692.56 lakhs) which has been capitalized during the year. Further interest amount of C 868.89 lakhs (FY 2021-22 : C 797.43 lakhs) charged to revenue profit & loss account. During the year the company has paid its interest due amount for C 7,192.42 lakhs (FY 2021-22 : C 6,000 lakhs) to bank as well as to its holding company.

2. Transfer to Reserves

During the financial year under review the Board has not proposed to transfer any amount to reserves.

3. Dividend

As your Company has incurred a net loss during the year Board of Directors has not recommended any dividend for the year.

4. Financial Statement:

The audited Financial Statements of the Company, which form a part of this Annual Report, have been

of SIA report. Technical offers have been received from FLS, Beumer and Macmet for OLBC on EPC mode excluding civil jobs. Technical evaluation is under progress.

7. Holding, Subsidiary & Associate Company:

Your Company does not have any subsidiary nor any associate company. The Company has a holding company as on 31^st March, 2023 namely JSW Cement Limited. The net worth of JSW Cement Limited as on 31.03.2023 is C 2,341.52 crores.

8. Fixed Deposits:

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the rules made there under during the period under review.

9. Credit Rating

During the year, the Company''s credit rating was CRISIL A (CE)/Stable (reaffirmed) rating on the long term bank facilities of Shiva Cement Limited (SCL) by CRISIL.

10. Extract of Annual Return:

Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the website of the Company at www.shivacement.com.

11. Share Capital:

The Company''s Authorised Share Capital during the financial year ended March 31, 2023, remained at C280,00,00,000 (Rupees Two Hundred Eighty crores only) comprising of C 80,00,00,000 (Rupees Eighty crores only) equity share capital divided into 40,00,00,000 (Forty Crore) Equity Shares of C 2/- (Rupee Two only) each; and C200,00,00,000 (Rupees Two Hundred crore only) preference share capital divided into 2,00,00,000 (Two crores) Preference Shares of C100/- (Rupees Hundred Only) each.

The Company''s paid-up equity share capital remained at C13,900 lakhs comprising of 1950 lakh Equity shares of C 2/- (Rupee Two only) each amounting to C 3900 crores and One crore 1% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of C100 (Rupee Hundred only) each amounting to C 100 crores (Rupees Hundred crore only).

prepared in accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Indian Accounting Standards.

5. Prospects:

Management Discussions and Analysis, covering prospects is provided as a separate section in this Annual Report.

6. Capital Expenditure and new projects:

The details of capital expenditure undertaken by the Company is as under:

• 1.36 MTPA green field clinker project includes 4000 TPD clinker circuit, 8.9 MW WHRS, 132 KV incoming power, OLBC and Railway siding.

• The kiln firing for 4000 TPD clinker plant was successfully carried out on 20^th Jan ‘2023. Alongwith the clinker plant, the infrastructure for 132 kVA incoming power has also been commissioned.

• CTO has been granted for 0.66 MTPA Clinker by OSPCB in Jan ''23. Subsequently CTE has been applied for expansion of capacity from 0.66 MTPA to 1.50 MTPA. CTE is expected to be granted by May ''23 which shall be followed by application for expansion of CTO to 1.5 MTPA. The CTO for expanded capacity its expected to be obtained by Sep ''23.

• WHRS - Commissioning of AQC Boiler is expected by Jun''23 and commissioning of PH boiler is expected by Aug''23 which would complete the commissioning of entire WHRS plant

• Mobile crushers are presently being utilized for crushing of limestone. The construction and commissioning of stationary crusher of 850 tph is expected to be commenced and completed by Mar ‘24

• Railway Siding - DPR and ESP has been approved by the railway for the total railway siding project. However, keeping in view the time required for land acquisition and meanwhile to facilitate plant operations, a good shed at Sagra railway station (around 24 km by road from the plant) was proposed by Shiva Cement and approved by railway authorities. Accordingly, construction of the good shed is expected to be initiated by Q1 FY24 and completed by Dec ''23.

• OLBC - IPCOL and IDCO both have approved 22.80-acre land for the proposed OLBC and forwarded the file to the District administration for preparation

12. Committees of Board

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.

13. Board Meeting

The Board meets to discuss and decide on Company/ business policy and strategy apart from other business. A tentative date of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation as permitted by law, which are notified in next Board meeting.

During the year under review, the Board of Directors have met five times on 21.04.2022, 12.05.2022, 27.07.2022, 21.10.2022 and 20.01.2023. The maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI(LODR) Regulations, 2015”] and Secretarial Standard SS-1.

14. Disclosure Under Reg 32 (7A) of the SEBI(LODR) Regulations, 2015

No funds were raised by the Company through Preferential allotment or by way of a Qualified Institutions Placement during the F.Y 2022-23.

15. Compliance with Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

16. Directors’ Responsibility Statement

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a. i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable

and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis; and

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

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

17. Declaration of Independence of Directors

The Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors'' Databank as on the date of this Report and will undergo the online proficiency self-assessment test within the specified timeline unless exempted under the aforesaid Rules.

18. Auditors and Auditor’s Report:

A. Statutory Auditors and Auditor Report:

Members of the Company at the 36^th AGM held on September 12, 2022, approved the re-appointment of, M/s. Shah Gupta & Co, Chartered Accountants (Firm

Registration No. 109574W), as the statutory auditors of the Company for a term of five years to hold office commencing from the conclusion of the 36^th AGM until the conclusion of 41^st AGM of the Company to be held in the calendar year 2027.

The Notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report for the year under review does not contain any qualification, reservation, adverse remark, or disclaimer.

B. Secretarial Auditors and Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sunil Agarwal & Co., Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Report of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure A. The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

C. Reporting of Frauds by Auditors

During the FY 2022-23, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

19. Listing with Stock Exchanges

The Company is listed on Bombay Stock Exchange Limited (BSE), Mumbai. The annual listing fees for the year 2022-23 have been paid to the Stock Exchange where the Company''s share are listed.

20. Consolidated Financial Statements

The Company does not have any subsidiaries so there is no need to prepare consolidated financial statement.

21. Particulars of loans or guarantees given, securities provided or investments made under Section 186 of the Companies Act, 2013:

During the year under review, the Company has not given loans or guarantees, securities provided or investments made under Section 186 of the Companies, Act, 2013.

22. Report on Performance of Subsidiaries, Associates and Joint Venture Companies

As per the provision of first proviso of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the Company is required to attach along with its financial statements a separate statements containing the salient features of financial statements of its subsidiaries in Form AOC-1.

The Company does not have any Subsidiaries, Associates and Joint Venture Companies. Hence, the details of performance of Subsidiary/ Associate/ Joint venture and their contribution to overall performance on company is not applicable.

23. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013

During the year under review, the Company revised its Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, in accordance with the amendments to applicable provisions of law / Listing Regulations.

The Company''s Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: www. shivacement.com.

During the year under review, all other contracts / arrangements / transactions entered into during the financial year 2022-23 by the Company with Related Parties were in the ordinary course of business and on an arm''s length basis. Related Party Transactions which are in the ordinary course of business and on an arm''s length basis, of repetitive nature and proposed to be entered into during the financial year are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis.

The Company has developed a framework for the purpose of identification and monitoring of such Related Party Transactions. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statement. The disclosure in Form AOC-2 is attached as Annexure B to this Report

24. Change in nature of business

During the financial year under review, there has been no change in the nature of business of the Company.

25. Material changes and commitment affecting the financial position of the Company

There have been no 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 this report.

26. Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement containing necessary information, as required under the Companies Act, 2013 is annexed hereto in Annexure-C.

27. Disclosure related to policy

A. Company’s policy on Directors’, KMP & other employees’ appointment and remuneration

The Company has formulated, amongst other, the Policies on the Directors'', KMP & other employees'' appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under sub-section (3) of Section 178 of the Act. The salient features of the Remuneration Policy forms part of Corporate Governance Report and detailed policy has also been published on the website www.shivacement.com.

B. Risk Management Policy

Your Company in line with its business plan and risk appetite, has adopted a robust Risk Management Policy, to identify, assess, monitor and address the full spectrum of risks applicable and mitigate & manage such risks, including the combined impact of those risks. The policy has been drafted in line with the Company''s business operations with an objective to develop a ‘risk intelligent'' culture that drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholder. The Company has constituted a Risk Management Committee in accordance with the requirements of SEBI Listing Regulations to, inter alia, monitor the risks and their mitigating actions. Risks related to internal controls, compliances & systems are reviewed in detail by the Audit Committee. All risks including investment risks are reviewed in the meetings of the Board of Director.

C. Dividend Distribution Policy

I n terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 (‘SEBI Listing Regulations''), your Company has formulated and adopted a Dividend Distribution Policy, which is available on the Company''s website and can be accessed at www.shivacement.com.

D. Corporate Social Responsibility

The Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society around. The provisions of the Corporate Social Responsibility under section 135 of the Companies Act, 2013 are not applicable to the Company. However, the CSR activities are undertaken by the parent company

i.e. JSW Cement Limited on behalf of the Company. Therefore, the details about the initiatives taken by the Company on Corporate Social Responsibility during the year under review have not been appended as Annexure to this Report.

Also, the Company has CSR policy and CSR Committee to review the activities undertaken by the parent company i.e. JSW Cement Limited on behalf of the Company.

The CSR Policy formulated is uploaded on the website of the Company at www.shivacement.com.

28. Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of Companies Act, 2013, the Board of Directors has established a committee to provide adequate safeguard against victimization & to protect interest of the directors and employees to report their genuine concerns. The Company has uploaded the code of conduct in relation to the employees & directors on its website www.shivacement.com.

29. Evaluation of Board, Committees and Board Members pursuant to provisions of the Companies Act, 2013

Good Governance requires Boards to have effective processes to evaluate their performance. The evaluation process is a constructive mechanism for improving effectiveness of Board, maximizing strengths and tackling weaknesses which leads to an immediate improvement in performance throughout the organization.

Evaluation by Independent Director

In terms of the Code for Independent Directors (Schedule IV), the Independent Director(s) on the Board of the Company shall evaluate performance of the NonIndependent Director(s), Board as a whole and review performance of Chairperson. Broad parameters for reviewing performance are based on the structured questionnaires related to composition of Board, Function

of Board, Meeting attended by Board Members, conflict of interest, participation in discussion, time contribution, Governance and ethical problem etc.

Evaluation by Nomination and Remuneration (NRC) Committee

Nomination and Remuneration committee constituted under section 178 of the Companies Act, 2013 has been made responsible for carrying out evaluation of every Director''s performance. The evaluation of individual Director focuses on contribution to the work of Board.

Evaluation by Board

The purpose of Board Evaluation is to achieve persistent and consistent improvement in the governance of the Company at Board level with an intention to establish and follow best practices in Board Governance in order to fulfill fiduciary obligation to the Company. The Board believes, the evaluation will lead to a working relationship among Board members, greater efficiency using the Board''s time and increased effectiveness of the Board as governing body. A structured questionnaire was prepared covering all aspects of the Board''s and Committee''s function, for the evaluation of the Board and Committees. The evaluation of the Independent Directors was based on the range of the criteria like independent judgment strategy, performance and risk management; skill, knowledge and Familiarity about the Company, professional advice, attendance in Board and Committee meeting etc. All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company.

30. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

31. Adequacy of Internal Financial Controls:

The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Controls Framework, commensurate with the size, scale and complexity of its operations. The Internal Audit Team quarterly monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective

action in their respective areas and thereby strengthen the controls. Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

32. Cost Record:

Maintenance of Cost records under the provisions of the Companies Act, 2013 is not applicable to the Company.

33. Directors and Key Managerial Personnel:

Appointment/Resignation of Director

Mr. Jagdish Toshniwal (DIN- 01539889) has been appointed as a Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years with effect from 21^st April, 2022.

Mr. Sanjay Sharma (DIN-02692742), has been appointed as a Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years with effect from 21^st October 2022.

Mr. Bimal Kumar Mangaraj (DIN- 01326783), NonExecutive Independent Director of the Company has completed the second term of office on 31^st March, 2023 and consequently he also ceased to be on the Board upon completion of his term as an Independent Director of the Company with effect from close of business hours of 31^st March, 2023.

There were no changes in Key Managerial Personnel during the year under review.

Retirement by Rotation

I n accordance with the provisions of Section 152 of the Act, read with rules made there under and Articles of Association of the Company, Mr. Rajendra Prasad Gupta (DIN- 01325989), Non-Executive Director of your Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting of the Company.

Resignation of Independent Director

Mr. Sanjay Sharma, Non-Executive Independent Director of the Company resigned from the Company with effect from 27^th April 2022 and confirmed that there are no other material reasons for his resignation other than those mentioned in his resignation letter.

34. Corporate Governance

Your Company has complied with the requirements of Regulation 17 to 27 of the SEBI (LODR) Regulations, 2015 on Corporate Governance. Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015, Report on Corporate

Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

35. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company for the year under review, as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms part of this Annual Report.

36. Human Resources

The Company is maintaining cordial and healthy relations with its employees. Employees at all levels are extending their full support. The Company has strong faith in potential of human resources. It believes in the creative abilities of the people; those work for the Company. It believes in the participatory management.

37. Particulars of Employees

The provisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the employees were in receipt of remuneration exceeding the limits specified therein.

Further in terms section 197 of the Companies act 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the period under review there is no increase in sitting fees paid to the Independent Directors of the Company, the Whole-time Director of the Company gets a remuneration of C 1 per month. The Chief Financial Officer & Company Secretary of the Company does not get any remuneration from the Company as they are deputed by JSW Cement Limited, Holding Company.

38. Disclosure under section 54(1)(d) of the Companies Act, 2013:

The Company has not issued sweat equity shares during the year under review and hence, no information as pursuant to section 54(1)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

39. Disclosure under section 67(3) of the Companies Act, 2013

The Company has not passed any special resolution pursuant to Section 67(3) of the Companies Act, 2013 hence no disclosure is required to be made.

40. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has a policy on Prevention of Sexual Harassment at workplace. The policy has been framed as per “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and an internal Committee has been constituted for redressal of the complaints.

41. IBC Code and One-time Settlement

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of onetime settlement of the Company with any bank or financial institution.

42. Other Disclosures

I n terms of applicable provisions of the Act and SEBI Listing Regulations, your Company discloses that during the financial year under review:

i. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ii. there was no public issue, rights issue, bonus issue or preferential issue, etc.

iii. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

iv. AUDIT COMMITTEE

Pursuant to the reconstitution of the Audit Committee by the Board in its meeting held on 21.10.2022, the Audit Committee comprises of four Non-Executive Independent Directors and one Executive Director.

Mr. Bimalkumar Mangaraj is the Chairman of the Audit Committee (upto 31^st March 2023). The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. There are no recommendations of the Audit Committee that have not been accepted by the Board.

43. Acknowledgements

Your directors place on record their sincere appreciation to the government authorities, Bankers, NBFCs, consultants, shareholders, employees, suppliers & contractors of the Company for the co-operation and support extended to the Company.

44. Cautionary Statement

Statements in the directors'' report and the management discussion & analysis describing company''s objectives, expectations or predictions, may be forward-looking statement within the meaning of applicable laws and

regulations. Although we believe our expectation is based on reasonable assumption, 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, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and such other factors which are material to the business operations of the company.

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Mar 31, 2018

Dear Members,

The behalf of the Board of the Directors, it gives great pleasure to present the 32nd Annual Report for the financial year ended on 31st March, 2018. The operational performance during the year was historically low for various reasons as noted below.

Financial Performance (Rs. lakhs)

Particulars	FY 2017-18	FY 2016-17
Turnover	2,603.95	2,391.15
Operating EBIDTA	(834.55)	(564.44)
Other Income	28.01	21.05
Finance Cost	1,377.06	776.63
Depreciation & Amortization	794.11	594.40
Profit/(Loss) before exceptional item	(2,977.71)	(1,914.42)
Exceptional Items	1,011.41	1,109.54
Profit (Loss) before Taxation	(3,989.12)	(3,023.96)
Tax Expense/benefits	(879.67)	(974.24)
Profit (Loss) after Taxation	(3,109.45)	(2,049.72)

Financial year 2017-18 threw up challenges in terms of improving the production performance, refund of entire bank borrowings, repaying all public deposits and vendor dues. During the year, the Company launched new brand “Mahabal” replacing existing brand “Sumangal”with improved quality of cement.

During the year, the Company has overhauled/ refurbished its major plant & equipment under its annual maintenance contract in the third quarter, where in it incurred revenue expenses amounting to Rs. 150.11 lakhs and capital expenditure amounting to Rs. 85.37 lakhs. After this refurbishment, the Company has improved its operational efficiency, resulting decrease in frequent equipment break downs in subsequent months.

This year, the company has utilized 49% of total installed capacity and produced 64,695 MT of cement, which is 20% more than the last years cement production. Similarly, during the year, the Company has produced 42,974 MT of clinker which is 38% more than the last year’s clinker production.

Exceptional item for the year ended 31st March, 2018 amounting to Rs. 1011.41 lakhs represents settlement of old quality claims and disputed interest on security deposits under long term supply agreement of cement.

The Company has repaid its entire term borrowing from IDBI Bank & Canara Bank,short term borrowing from IDBI Bank,old unsecured loans from body corporates & others and has fully repaid its public deposits along with interest.

The Company has borrowed a sum of Rs. 12,403 lakhs from its Holding Company, JSW Cement Limited and incurred interest cost amounting to Rs. 913.59 lakhs. The borrowed fund has been utilized in the repayment of loans/borrowings/deposits availed by the Company and capital expenditure/advance to the tune of Rs. 919.96 lakhs.

Economic Scenario & Out look

India’s economy is on a growth trajectory and is expected to strengthen further and become one of the top three in the world over the next decade. The implementation of GST is expected to boost corporate investments, productivity and growth by creating a single market and reducing the cost of capital. Increase in private investments will further support the plan to recapitalise public banks. India moved into the top 100 in the World Bank’s Ease of Doing Business global rankings in FY 2017 and is the only country to have achieved such a significant shift in a year. The Government has made significant progress towards implementing dynamic business reforms ensuring growth for the economy. Growth in employment opportunities, education avenues, development of the infrastructure and industrial sectors will give further impetus to the economy.

However, the health of the banking sector has not been great with bad loans coming into fore. This has led to the trimming of growth projections for the next year. Digitising the economy and improving the tax compliance structure are expected to boost tax revenue in the medium term.

Cement Industry Outlook & Opportunities

India is the world’s second-largest cement market and plays a major role in the economic growth of the nation. Cement is an integral product for the development of industries and infrastructure sectors, providing employment to large number of people and contributing directly to the nation’s GDP.

The Government of India has a strong focus on developing the infrastructural force of the nation along with making housing available to people across India. This along with projects like Housing for All, Smart cities, etc. will boost the cement output in the near and long term. By 2025, India’s cement production capacity is expected to reach 550 million tonnes and industry will grow at 5-6% CAGR until FY 2020. There are multiple attractive opportunities for the sector which will boost demand and help increase investment avenues in the industry. The North-East is a potential market for the cement industry as the region is investing heavily towards infrastructure growth. The industry also has a positive future because there are minimum threats from substitute markets.

In FY 2018, cement consumption is expected to grow by 5.0-5.5% on the back of increased spends on roads and railways, push towards affordable housing by the Central Government and materialisation of pent-up demand.

Awards & Recommendations

The Company was awarded with First Prize for “Swachh Khadaan Sarvekshan” in the 55th Annual Mines Safety Week Celebration 2017.

Human Resource

The Company is maintaining cordial and healthy relations with its employees. Employees at all levels are extending their full support. The Company has strong faith in potential of human resources. It believes in the creative abilities of the people; those work for the Company. It believes in the participatory management.

Internal Control Systems

The Company has an internal management audit team to commensurate with the size of the Company. It carries out desired level of audit of various activities of the Company. This is with an aim to ensure that the laid down system and procedures are followed. Audit reports are presented to Audit committee of the Board, which meets at periodic intervals.

Environmental & Social Obligation

The Company had applied for extension of validity of Environment Clearance (EC) for expansion of Cement plant toThe Ministry of Environment, Forest and Climate Change(MoEF&CC). The proposal was appraised by Expert Appraisal Committee of MoEF&CC and recommended for validity extension of EC for further 3 years, i.e. upto May 2021. The Company also applied for Consent to Establish (CTE) and CTE was accorded by Odisha State Pollution Control Board (OSPCB) on 08-03-2018, valid till 07-03-2023. The NOC for extraction of 700 m3/day of groundwater to Central Ground Water Authority (CGWA) has been applied and currently the application is under process.

Renewal applications of Consent to Operate (CTO) for plant & mines were submitted to Odisha State Pollution Control Board(OSPCB). CTO for Mines has been issued in March 2018, valid upto March 2020 whereas CTO for cement plant is under process.As per the requirement of Central Pollution Control Board(CPCB), Online Continuous Emission Monitoring System (OCEMS) has been installed in Raw mill, Coal mill & Cement mill stacks with online data connectivity to CPCB & OSPCB.Electronic display of environmental parameters at factory main gate in compliance to statutory requirement.

Dividend

Keeping in view of the ongoing expansion plans and working capital requirements of the Company, your directors have not recommended any dividend for the year under review.

Listing at Stock Exchange & Public offer

The equity shares of the Company continues to be listed on Bombay Stock Exchange and Calcutta Stock Exchange. We sincerely express our thanks to all shareholders for imposing their faith in the Company despite of delay in implementation of the expansion plan.

Finance

During the year under review, the Company has repaid the entire high cost secured and unsecured debt of Rs. 68.56 crore availed from IDBI Bank, Tata Capital Financial Services, Canara Bank etc. The Company has a working capital limit of Rs. 12 crore from IDBI Bank for availing cash credit facility. However, the same is not being utilized by the Company in view of the adequate cash accruals from the operations.

Board Meeting

During the year under report, the Board of Directors have met 6 (six) times. The Details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Directors and Key Managerial Personnel:

The Company has a mix of Executive, Non-Executive and Independent Directors. As at March 31, 2018, the Board comprises of 8 Directors. Out of which, one is Executive Director and seven are Non-Executive Directors including three Independent Directors and one Nominee Director. All Directors are persons of eminence and bring a wide range of expertise and experience to the Board, thereby ensuring the best interest of stakeholders and the Company.

None of the Directors are related to any other Director on the Board in terms of the definition of “relative” as defined in section 2(77) of the Companies Act, 2013.

During the year under review, Ms. Sutapa Banerjee (DIN- 02844650) was appointed as Additional Directors with effect from 23rd April 2017, Mr. Manoj Kumar Rustagi (DIN- 07742914) was appointed as Whole-Time Director with effect from 26th June 2017 and Mr. Rajendra Prasad Gupta was re-designated as Non-Executive Director with effect from 26th June 2017.

According to the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Narinder Singh Kahlon is liable to retire by rotation and being eligible he has offered himself for re-appointment. The Board has recommended his reappointment as Director.

Share Capital:

There was no change in the authorized share capital of the Company during the year under review.The issued, subscribed and paid up equity share capital of the Company as on 31st March, 2018 was Rs. 3900.00 Lakhs comprising of 1950 Lakh Equity shares of Rs. 2/- each.

Disclosure under section 149(7) of the Companies Act, 2013:

Mr. Kashi Prasad Jhunjhunwala, Mr. Bimal Kumar Mangaraj and Mr. Mahendra Singh, the Independent Directors of the Company have given their declarations under section 149(7) ofthe Companies Act, 2013.

Disclosure under section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence, no information pursuant to section 43(a)(ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Disclosure under section 54(1)(d) of the Companies Act, 2013:

The Company has not issued sweat equity shares during the year under review and hence, no information as pursuant to section 54(1)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Audit Committee was formed by the Board of Directors to look after the internal control system of the Company and to review the financial statements. The said Committee was re-constituted in the Board Meeting dated 26thJune 2017 and thereafter the Committee comprises of the following directors of the Company.

Sri K. P. Jhunjhunwala - Chairman

Sri B.K. Mangaraj - Member

Sri Mahendra Singh - Member

Sri. Manoj Kumar Rustagi - Member

The details of the Audit Committee meeting have been mentioned in the Corporate Governance report.

Statutory Auditors

M/s. M.K Thebaria & Associates, Chartered Accountants, Rourkela (FRN 321180E) resigned from the Company. The copy of resignation letter received from the Statutory Auditors was placed before the Board in its meeting held on 26thJune 2017.

In view of aforesaid, the Board of Directors of the Company appointed M/s Shah Gupta & Co., Chartered Accountants, Mumbai as Statutory Auditors in Casual Vacancy. Further such, appointment was approved in the 31st AGM of the Company held on 21st September, 2017.

At the AGM held on 21st September, 2017, M/s. Shah Gupta and Co., Chartered Accountants have been appointed as Statutory Auditors of the Company for a period of five years i.e. from 31st AGM till the conclusion of 36th AGM.

The observations made by the Statutory Auditors in their report for the financial year ended March 31, 2018 read with the explanatory notes therein are self-explanatory and therefore do not call for any further explanation or comments from the Board under section 134(3) of the Companies Act 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s.Prakash Sahoo & Associates,Practicing Company Secretaries,Rourkela, Odisha to undertake Secretarial Audit of Company for the FY 2017-18. The report of Secretarial Audit forms a part of this Board’s Report in “Annexure -A”.

Evaluation of Board, Committees and Board Members pursuant to provisions of the Companies Act, 2013

Good Governance requires Boards to have effective processes to evaluate their performance. The evaluation process is a constructive mechanism for improving effectiveness of Board, maximizing strengths and tackling weaknesses which leads to an immediate improvement in performance throughout the organization.

Evaluation by Independent Director

In terms of the Code for Independent Directors (Schedule IV), the Independent Director(s) on the Board of the Company shall evaluate performance of the Non-Independent Director(s), Board as a whole and review performance of Chairperson. Broad parameters for reviewing performance are based on the structured questionnaires related to composition of Board, Function of Board, Meeting attended by Board Members, conflict of interest, participation in discussion, time contribution, Governance and ethical problem etc. Evaluation by Nomination and Remuneration (NRC) Committee

Nomination and Remuneration committee constituted under section 178 of the Companies Act, 2013 has been made responsible for carrying out evaluation of every Director’s performance. The evaluation of individual Director focuses on contribution to the work of Board.

Evaluation by Board

The purpose of Board Evaluation is to achieve persistent and consistent improvement in the governance of the Company at Board level with an intention to establish and follow best practices in Board Governance in order to fulfill fiduciary obligation to the Company. The Board believes, the evaluation will lead to a working relationship among Board members, greater efficiency using the Board’s time and increased effectiveness of the Board as governing body. A structured questionnaire was prepared covering all aspects of the Board’s and Committee’s functions, for the evaluation of the Board and Committees. The evaluation of the Independent Directors was based on the range of the criteria like independent judgment strategy, performance and risk management; skill, knowledge and familiarity about the Company, professional advice, attendance in Board and Committee meeting etc.

Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of Companies Act, 2013, the Board of Directors have established a committee to provide adequate safeguard against victimization & to protect interest of the directors and employees to report their genuine concerns. The Company has uploaded the code of conduct in relation to the employees & directorson its website (www.shivacement.com). Disclosure under section 67(3) of the Companies Act, 2013:

The Company has not passed any special resolution pursuant to Section 67(3) of the Companies Act, 2013 hence no disclosure is required to be made.

Material Change and Commitments:

In terms of section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the company’s financial position have occurred between 31st March 2017 and the date of the report. Significant and material orders passed by the regulators:

There were no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Foreign Exchange Earnings and Outgo

There have been no Foreign Exchange earnings during the year. However, the company has purchased imported coal from the domestic market.

Conservation of Energy, Technology Absorption

A statement containing necessary information, as required under the Companies Act, 2013 is annexed hereto in Annexure-”B”. Corporate Social Responsibility and Governance Committee

Your directors have re-constituted the Corporate Social Responsibility (CSR Committee) comprising of Mr. Manoj Kumar Rustagi, Mr. Narinder Singh Kahlon and Mr. Mahendra Singh.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Nomination and Remuneration Committee & Stakeholder Relationship Committee:

During the year under report, pursuant to the provisions of Section 178 of Companies Act, 2013, the Nomination and Remuneration Committee & Stakeholder Relationship Committee has been functioning in order to protect the interest of the shareholder of the Company.

The Committee has been re-constituted and comprises of Mr.Mahendra Singh, Mr. B. K. Mangaraj and Mr. Narinder Singh Kahlon. Related Party Transactions:

All the Related Party Transactions that were entered into during the financial year were on arm’s length and in the ordinary course of business. Hence, provisions of section 188 of the Companies Act, 2013 are not applicable.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has a policy on Prevention of Sexual Harassment at workplace. The policy has been framed as per “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and an internal Committee has been constituted for redressal of the complaints.

Particulars of Loans, Guarantees, Investments and Securities:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to financial statements.

Extract of Annual Return:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, an Extract of the Annual Return in Form MGT-9 forms part of this Report as Annexure-C.

Particulars of Employees:

The provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the employees were in receipt of remuneration exceeding the limits specified therein.

Directors’ Responsibility Statement:

In terms of the provisions of section 134(3)(c) of the Companies Act, 2013, we 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 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

Corporate Governance:

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance and the compliance certificate thereon from the auditors of the Company is attached to this report.

Acknowledgements

Your directors place on record their appreciation of the assistance and support extended by government authorities, Bankers, NBFCs, consultants, shareholders, employees, suppliers & contractors of the Company.

Cautionary Statement:

Statements in the directors’ report and the management discussion & analysis describing company’s objectives, expectations or predictions, may be forward-looking statement within the meaning of applicable laws and regulations. Although we believe our expectation is based on reasonable assumption, 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, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and such other factors which are material to the business operations of the company.

For and on behalf of the Board of

Shiva Cement Limited

Sd/- Sd/-

Mr. Manoj Kumar Rustagi Mr. R. P. Gupta

Rourkela - 769 004 Whole Time Director Director

Dated : 21st April, 2018 DIN: 07742914 DIN : 01325989

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Mar 31, 2016

(Management Discussion and Analysis)

Dear Members,

It gives me immense pleasure to present the 30^th Annual Report. I extend my thanks to all associates, shareholders & employees in particular. Your company could complete successful 30 years with their support and commitment. With this, I am pleased to present annual report along with audited accounts and Auditor''s report thereon for the financial year ended 31st March, 2016 as under ''

Financial/Operational Performance (Rs. in Lakhs)

Particulars	31/03/2016	31/03/2015
Turnover	7834.20	7533.08
Operating Income	924.37	964.73
Other Income	42.21	39.63
PBIDT	966.58	1004.36
Less: Interest	363.13	337.55
Cash Profit (PBDT)	603.45	666.81
Less: Depreciation & Amortization	539.64	390.61
Profit before Taxation (PBT)	63.81	276.20

Capacity utilization was about 70% in line with National average. However, selling expenses were relatively higher for re-introducing ‘Sumangal'' brand which was discontinued in the year 2007. Due to long shut down of Kiln, part quantity of clinker was out-sourced (about 6% of total consumption) at higher cost. For this operating income was reduced despite increase in turnover.

Capex for interim expansion from 1.32 lakh TPA to 1.98 lakh TPA was almost completed in the ensuing year. However, commercial production could not commence due to various reasons. As a result of which, depreciation cost has gone up significantly depressing profit after depreciation.

Economic Scenario & Out look

India achieved 6.7% growth of GDP in FY 2016 compared to 7.2% in FY 2015. Inflation, Fiscal and Current Account deficits were also moderated. All these macro indicators is displaying positive trend. However, there are many concerns. Index of Industrial Production (IIP) had grown by bare 2.4%; which is discouraging. Gross Capital Formation (GCF) declined from 31.2% to 29.3% in FY 2016. Visible recovery in Core sector and Capital goods sector is almost absent. Growth in rural demand is not keeping a pace; which represents large population of India.

Indian economy is thriving on consumption led demand instead of investment led demand. India could attract large inflow of Global funds; but those were mostly not invested in Capital assets. Lately, Government has pushed Infra spending, particularly in transport sector. But somehow, private investment is sluggish due to high interest, stretched balance sheets and non-compatible regulations. Government succeeded in creating competition among states for attracting investment; that will certainly give long term benefits. However, attention for relieving stress of existing productive assets is somewhat missing.

Considering sincere efforts of Government, favorable monsoon, and latent potential of India, Indian economy will re-bound beyond doubt, may be second half of FY-2017. For this, India must overcome past legacy and deploy financial resources to productive activities. Simultaneously, exports may be made competitive by reducing cost of basic inputs like Energy, Logistics, Capital & Minerals.

Cement Industry Outlook & Opportunities

Over all capacity utilization in India was around 70% in FY-2016, which has caused supply over-hang situation, particularly with cluster located plants. Decline in industrial investment and infrastructure spending has reduced demand growth below 5%; which is very low as per past 10 years trend. Past data after 2000 reveals that; moving average of demand growth was always above 7%. It is therefore expected that, demand will surge in FY 2017 and take a leap jump in FY 2018. Recent Merger and Acquisitions is also indicating the same. Good monsoon will push up rural demand. Infra-spending and Industrial investment will supplement. Recent announcement of schemes like, “House for all” and “Smart City” will give a further boost.

Historically, indirect taxes on Cement were too high pushing the consumer''s cost. Upcoming GST will give relief to the consumer pushing demand. Cheap land and easy availability of construction materials like sand & aggregates will give a big push to housing sector.

Future Strategies

Expansion plan up to 1.0 MnT was deferred and term loan sanctioned by PNB and IDBI Bank were not available in past years mainly due to non receipt of committed investment by a cement major company. Hence your company is now scouting for other strategic investors for completing un-finished agenda. It has appointed Financial Advisor for this purpose. It is likely to be finalized in FY 2017. Your company is having ample limestone reserve for meeting the expansion need. Land and approvals are in place. Part capex is also done. In view of this, gestation period for completing the project will be too low.

Awards & Recommendations

Your Managing Director has written several articles on Indian economy those were published in magazines and newspapers. Several compliments have been received from VIPs to this effect. It is also displayed in company website.

Shiva Cement Limited has been awarded with Second Prize for “General working” of our Limestone mines on the occasion of 53^rd Annual Mines Safety Week Celebration 2015.

Human Resource

Company is maintaining cordial and healthy relations with its employees. Employees at all levels are extending their full support. Company has strong faith in potential of human resources. It believes in the creative abilities of the people, who work for company. It believes in participatory management. Considering high inflation, your company has entered into wage settlement of the workers that will be valid till the year 2017.

Internal Control Systems

Company has an internal management audit team commensurate with the size of company. It carries out desired level of audit of various activities of company. This is with an aim to ensure that the laid down system and procedures are followed. Audit reports are presented to Audit committee of the board, which meets at periodic intervals.

Business Responsibility Report

As stipulated under the Listing Agreement, the Business Responsibility report describing the initiatives taken by the Company from environmental, social and governance perspective has been described in this Annual Report.

Environmental & Social Obligation

Environment clearance from Ministry of environment & forest (MoEF) has been already obtained for it''s proposed expansion upto 1.05 MTPA capacity. MoEF clearance has been also obtained for expanding the capacity of mines.

Your company has undertaken the CSR activities in nearby villages such as construction of Toilet rooms and Water storage tank in different local schools, specially for girl students at Kandeimunda, Guleipada, Telighana, Mangapada etc. five no. of bathing Ghats at Goleipada, Bhoktapada. Road from Jindapada and Kandeimunda connecting roads to SH-10 was repaired by Murrum.

Hockey, Football and Cricket tournaments were organized with the help of Kandeimunda Panchayat for local youths and providing them sports kits. We are associated with different health awareness programmes like Pulse Polio etc.

Club House was renovated for social meets, meetings and different cultural functions. Celebration of Independence and Republic Day was done at Kandeimunda, Telighana and local schools. Several other cultural & social programmes were undertaken surrounding plant area. All such activities have created a social harmony

Dividend

Keeping in view of ongoing expansion plans and working capital requirements of the Company, your directors have not recommended any dividend for the year under review.

Listing at Stock Exchange

Equity shares of the company continue to be listed on Bombay stock exchange and Calcutta stock exchange. We sincerely express our thanks to all shareholders for imposing their faith in the company despite delay in implementation of the expansion plan. The annual listing fee for the year 2015-16 had been paid to Bombay stock exchange.

Finance

We are thankful to IDBI Bank for sanctioning the term loan of Rs.10 crore for meeting some pressing needs including capex for complying Pollution control norms and requirement of funds for Stamp duty towards mining lease extension. However, need based working capital for the expanded capacity of 1.98 lakh TPA was not favourably considered. Due to which, commercial production of expanded capacity could not commence till year end.

CARE rating have also assigned “CARE BB” for long term bank facilities & “CARE A4” for short term bank facilities amounting to Rs.47.44 crore. This includes existing and proposed loan.

Board Meeting

During the year under report, the Board of Directors have met 6 (Six) times. The Details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Fixed Deposits

Company has accepted deposits from public including share holders and employees within the meaning of section 73 of the Companies Act, 2013 and rules made there under and have made compliance with the provisions of the Companies (Acceptance of Deposits) Rules 2014 as per expert opinion obtained by the Company regarding eligibility to accept deposits.

Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Audit Committee was formed by the Board of Directors to look after the internal control system of the Company and to review the financial statements. The said Committee is consisting of the following directors of the Company

Sri K. P. Jhunjhunwala - Chairman

Sri B.K. Mangaraj - Member

Sri Mahendra Singh - Member

The details of the Audit Committee meeting have been mentioned in the Corporate Governance report.

Statutory Auditors

M/s. Tibrewal Chand & Co., Chartered Accountants, Rourkela (FRN 311047E) the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting. In their place M/s. M.K. Thaberia & Associates, Chartered Accountants, Rourkela (FRN 321180E) may be appointed. The Company has received a letter from them to the effect that their appointment, if made, would be within the limit prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit & Auditors) Rules, 2014.

The Notes to Accounts forming part of financial statements are self-explanatory and need no further explanation.

The explanations/clarifications to the qualified opinion of the statutory Auditors are as under :-

As mentioned in the Auditors Report regarding eligibility to accept public deposits, your Company has obtained expert opinion and continued to accept, hold & renew the deposits.

As mentioned in the Auditor''s Report regarding default in repayment of installments relating to redemption of preference shares of Rs.65.00 lakhs and term loan installments and interest of Rs.54.77 lakhs due to banks & Financial Institutions, in this regard your directors submit that the Management has approached Preference shareholders for deferment of their installments. As regards repayment of term loan interest and installments your directors submit that the said payments could not be made due to mismatch of cash flow during the financial year 2015-16. The said payments shall be made during the financial year 2016-17.

As mentioned in the Auditors Report regarding irregularity in deposits of statutory dues amounting to Rs.437.18 Lacs, your directors submit that the said payments could not be made due to mismatch of cash flow during the financial year 2015-16. The said payments shall be made during the financial year 2016-17.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Prakash Sahoo & Associates, Practicing Company Secretaries of Rourkela to undertake the Secretarial Audit of the Company for the FY 2015-16. The report of Secretarial Audit forms part of this Board''s Report in “Annexure -A”.

There are no qualifications or adverse remarks in the Secretarial Auditors'' Report which require any clarification or explanation.

Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013, the Board of Directors has established a committee to provide adequate safeguard against the victimization & to protect the interest of the directors and employees to report their genuine concerns. The Company has uploaded in its website (www.shivacement.com) the code of conduct in relation to the employees & directors. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website.

Foreign Exchange Earnings and Outgo

There have been no foreign Exchange earnings during the year. However, company has purchased imported coal from the domestic market.

Conservation of Energy, Technology Absorption

A statement containing necessary information, as required under the Companies Act, 2013 is annexed hereto in Annexure-”B”.

Corporate Social Responsibility and Governance Committee

Your directors have constituted the Corporate Social Responsibility (CSR Committee) comprising Shri R P Gupta as the Chairman and Shri B.K. Mangaraj and Shri Mahendra Singh as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Nomination and Remuneration Committee & Stakeholder Relationship Committee

During the year under report, pursuant to the provisions of Section 178 of Companies Act, 2013, the nomination and Remuneration Committee & Stakeholder Relationship Committee has been functioning in order to protect the interest of the shareholder of the Company.

The Committee has been headed by Shri R. P. Gupta as Chairman, Shri B. K. Mangaraj as Member & Shri Akash Gupta, as other member.

Extracts of Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, an Extract of the Annual Return in Form MGT-9 forms part of this Report as Annexure-C.

Particulars of Employees

The provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the employees were in receipt of remuneration exceeding the limits specified therein.

Directors’ Responsibility Statement

In terms of the provisions of section 134(3)(c) of the Companies Act, 2013, we 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

Corporate Governance

Pursuant to Clause-49 of the listing agreement, report on Corporate Governance and the compliance certificate thereon from the practicing company secretary is attached to this report.

Acknowledgements

Your directors place on record their appreciation of the assistance and support extended by government authorities, Bankers, NBFCs, consultants, shareholders, employees, suppliers & contractors of the company.

Cautionary Statement

Statements in the directors'' report and the management discussion & analysis describing company''s objectives, expectations or predictions, may be forward-looking statement within the meaning of applicable laws and regulations. Although we believe our expectation is based on reasonable assumption, 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, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and such other factors which are material to the business operations of the company.

For and on behalf of the Board of

Shiva Cement Limited

Rourkela - 769 004 Sd/-

Dated : 30/05/2016 (R.P.Gupta)

(Managing Director)

DIN No. : 1325989

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Mar 31, 2015

Dear Members,

It gives me immense pleasure to present the 29th Annual Report. extend my thanks to all associates, shareholders & employees in particular. Your company could complete successful 29 years with their support and commitment. With this, I am pleased to present annual report along with audited accounts and Auditor's report thereon for the financial year ended 31st March, 2015 as under :-

Financial/Operational Performance (Rs. in Lakhs)

Particulars 31/03/2015 31/03/2014

Turnover 7533.08 7211.46

Operating Income 964.73 962.14

Other Income 39.63 38.78

PBIDT 1004.36 1000.92

Less: Interest 337.55 339.70 Cash Profit (PBDT) 666.81 661.22 Less: Depreciation & Amortization 390.61 288.04

Profit before Taxation (PBT) 276.20 373.18

There was marginal rise in the gross turnover, but the operating income and PBIDT was almost stagnant. Profit before tax is reduced mainly due to higher provision of depreciation arising out of transfer of CWIP (capital work in progress) into fixed assets. Coal consumption has increased due to poor quality, but some savings were achieved on power consumption. The average price of coal has also gone up. There was volumetric growth in terms of cement production by 24% and dispatch of cement and clinker also grew by 18% despite sluggish demand. But it was mainly on account of low base in previous year.

Economic Scenario & Out look

As per new series of GDP, India has registered 7.3% growth in the year 2014-15. But it is not matching with the ground realities in terms of growth in consumption of cement and other core sector items. Probably, such high growth figures is reflected due to change of base year and adoption of new methods for estimating GDP. The revival of economy will depend upon aggressive spending by government on infrastructure. Simultaneously, the cost of logistic, energy and capital must be brought down so as to reduce production cost of all goods & services and to match with purchasing power of public. Incidentally, this will cut import and improve our competitiveness on export front and generate additional demand. At the same time, regulatory easement and ease of operating business must be ensured so that productivity and efficiency improves. It is also essential to infuse liquidity that will increase production of the existing productive assets in the country. Interest cost must slash down, that will give a big Phillip to housing, infrastructure and real estate's driving demand of cement industry. There are all indications of betterment in the second half of the year 2015-16.

Cement Industry Outlook & Opportunities

Demand growth is sluggish since last three years mainly due to slow down in economy and poor spending in infrastructure. There are great hopes that infrastructure spending will pick up in the second half of 2015-16. There are several announcements on the road sector and railway; that will directly support demand growth of cement. Rural demand has been quite healthy in past several years. But some slow down is noticed during ensuing year. Growth of housing sector was also somewhat muted. But with rising population and associated demand of houses, the situation is bound to improve. The announcement by government to provide house for all is an indicator to that. There are enough indications that, overall growth will revive from Oct.2015 and likely to gain momentum from Apr.2016 onwards.

Future Strategies

The expansion plan up to 1.0 Mn.TPA was deferred considering the economic scenario despite incurring part capex. Term loan sanctions from PNB and IDBI Bank were not availed due to such deferment. However, for part utilization of capex already incurred, an interim expansion up to 1.98 lakh TA was taken up during the year. The same is likely to be completed in June 2016. Its benefit will be visible in the second half of the year 2015-16, that may probably match with the revival cycle of cement industry and economy in general.

Risks and Concerns

Continuous rise in logistic cost is indeed an area of concern. For this all efforts are being taken to change distribution pattern and to focus on nearby areas for nullifying the impact of logistic cost. Poor quality of domestic coal and recent increase in royalty and imposition of contribution to District Mineral Foundation (DMF) is going to add to the cost of limestone and coal. Its impact is likely to come on the cost of power as well. However, the capacity expansion up to 1.98 lakh TPA will improve the cost efficiency and dilute fixed overhead cost to some extent.

Awards & Recommendations

Your Managing Director has written several articles on Indian economy those were published in magazines and newspapers. Several compliments have been received from VIPs to this effect.

Shiva Cement Limited has been awarded with Second Prize in Management of Sub Grade Minerals for the year 2014-15 from Indian Bureau of Mines, Bhubaneswar during 17th Mines Environment & Mineral Conservation Week held between 27.01.2015 to 01.02.2015.

Human Resource

Company is maintaining cordial and healthy relations with its employees. Employees at all levels are extending their full support. Company has strong faith in potential of human resources. It believes in the creative abilities of the people, who work for company. It believes in participatory management. Considering high inflation, your company has entered into wage settlement of the workers that will be valid till the year 2017.

Internal Control Systems

Company has an internal management audit team commensurate with the size of company. It carries out desired level of audit of various activities of company. This is with an aim to ensure that the laid down system and procedures are followed. Audit reports are presented to Audit committee of the board, which meets at periodical intervals. ERP system is now fully operative. It has contributed in improving efficiency.

Business Responsibility Report

As stipulated under the Listing Agreement, the Business Responsibility report describing the initiatives taken by the Company from environmental, social and governance perspective has been described in this Annual Report.

Environmental & Social Obligation

Environment clearance from Ministry of environment & forest (MoEF) has been already obtained for its proposed expansion up to 1.05 MTPA capacity. MoEF clearance has been also obtained for expanding the capacity of mines.

Your company has undertaken the CSR activities in nearby villages such as construction of Toilet rooms and Water storage tank in different local schools, specially for girl students at Kandeimunda, Guleipada, Telighana, Mangapada etc. Three no. of bathing Ghats at Goleipada, Bhoktapada. In addition, Jindapada and Kandeimunda connecting roads to SH-10 was repaired.

Hockey, Football and Cricket tournaments were organized with the help of Kandeimunda Panchayat for local youths and providing them sports kits. Program were held in local areas for awareness of energy and water conservation. We are associated with different health awareness programs like Pulse Polio etc.

Club House was renovated for social meets, meetings and different cultural functions. Celebration of Independence and Republic Day was done at Kandeimunda, Talihina and local schools. Several other cultural & social programs were undertaken surrounding plant area. All such activities have created a social harmony.

Dividend

Keeping in view of ongoing expansion plans and working capital requirements of the Company, your directors have not recommended any dividend for the year under review.

Listing at Stock Exchange

Equity shares of the company continue to be listed on Bombay stock exchange and Calcutta stock exchange. We sincerely express our thanks to all shareholders for imposing their faith in the company despite delay in implementation of the expansion plan. The annual listing fee for the year 2014-15 had been paid to these stock exchanges.

Finance

We are thankful to IDBI Bank for sanctioning the term loan of Rs.18 crore for part financing the capacity expansion up to 1.98 lakh TPA and Canara Bank for sanctioning a loan of Rs.5 crore.

CARE rating have also assigned "CARE BBB" for long term bank facilities & "CARE A3" for short term bank facilities amounting to Rs.48.0 crore. This includes existing and proposed loan.

Board Meeting

During the year under report, the Board of Directors have met 4 (Four) times. The Details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Fixed Deposits

Company has accepted deposits from public including share holders and employees within the meaning of section 73 of the Companies Act, 2013 and rules made there under and have made compliance with the provisions of the Companies (Acceptance of Deposits) Rules 2014 as per expert opinion obtained by the Company regarding eligibility to accept deposits.

Directors & Key Managerial Personnel

Pursuant to the provisions of Section 161 of the Company, Smt. Preeti Gupta who has been appointed as (additional director) non executive Woman Director, w.e.f. 31st March, 2015 can only hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice under section 160(1) of the Companies Act, 2013, from a member proposing her appointment as non-executive woman director of the Company. The Board of directors recommends her appointment.

Pursuant to the provisions of Section 161 of the Company, Sh. Mahendra Singh who has been appointed as (additional director) non executive Independent Director, w.e.f. 31st March, 2015 can only hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice under section 160(1) of the Companies Act, 2013, from a member proposing his appointment as non-executive Independent director of the Company. The Board of directors recommends his her appointment.

During the year under report, Shri Vivek Chawla & Shri O. P. Goyal have resigned from the Directorship of the Company from 09th July, 2014 & 31st March, 2015 respectively.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Sri R. P. Gupta, Managing Director and Akash Gupta, Executive Director of your company retire from the board by rotation and being eligible for re-appointment.

Further, Sh. Debananda Nayak has been appointed as Company Secretary & Compliance officer of the Company w.e.f 01/05/ 2015.

Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Audit Committee was formed by the Board of Directors to look after the internal control system of the Company and to review the financial statements. The said Committee is consisting of the following directors of the Company.

Sri K. P. Jhunjhunwala - Chairman

Sri B.K. Mangaraj - Member

Sri Mahendra Singh - Member

The details of the Audit Committee meeting have been mentioned in the Corporate Governance report.

Statutory Auditors

M/s. Tibrewal Chand & Co., Chartered Accountants, Rourkela (FRN 311047E) the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limit prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit & Auditors) Rules, 2014.

The Notes to Accounts forming part of financial statements are self-explanatory and need no further explanation. The explanations/clarifications to the qualified opinion of the statutory Auditors are as under :- As mentioned in the Auditors Report regarding eligibility to accept public deposits, your Company has obtained expert opinion and continued to accept, hold & renew the deposits.

As mentioned in the Auditors Report regarding irregularity in deposits of statutory dues amounting to Rs.102.53 Lacs, your directors submit that the said payments could not be made due to mismatch of cash flow during the financial year 2014-15. The said payments shall be made during the financial year 2015-16.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s S P Roy & Associates, Company Secretary, Bhubaneswar to undertake the Secretarial Audit of the Company for the FY 2014-15. The report of Secretarial Audit forms part of this Board's Report in "Annexure –A".

There are no qualifications or adverse remarks in the Secretarial Auditors' Report which require any clarification or explanation.

Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013, the Board of Directors has established a committee to provide adequate safeguard against the victimization & to protect the interest of the directors and employees to report their genuine concerns. The Company has uploaded in its website (www.shivacement.com) the code of conduct in relation to the employees & directors. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website.

Foreign Exchange Earnings and Outgo

There have been no foreign Exchange earnings during the year. However, company has purchased imported coal & gypsum from the domestic market.

Conservation of Energy, Technology Absorption

A statement containing necessary information, as required under the Companies Act, 2013 is annexed hereto in Annexure-"B".

Corporate Social Responsibility and Governance Committee

During the year under report, your directors have constituted the Corporate Social Responsibility (CSR Committee) comprising Shri R P Gupta as the Chairman and Shri B.K. Mangaraj and Shri Mahendra Singh as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Nomination and Remuneration Committee & Stakeholder Relationship Committee During the year under report, pursuant to the provisions of Section 178 of Companies Act, 2013, the nomination and Remuneration Committee & Stakeholder Relationship Committee has been functioning in order to protect the interest of the shareholder of the Company.

The Committee has been headed by Shri R. P. Gupta as Chairman, Shri B. K. Mangaraj as Member & Shri Akash Gupta, as other member.

Risk Management Policy

The Company has a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement, which provides a mechanism for risk assessment and mitigation.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Your Directors state that during the year an Internal Complaint Committee has been formed to review the cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and further state that, there were no cases reported in respect to above mentioned Act.

Extracts of Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, an Extract of the Annual Return in Form MGT-9 forms part of this Report as Annexure-C.

Particulars of Employees

The provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the employees were in receipt of remuneration exceeding the limits specified therein.

Directors' Responsibility Statement

In terms of the provisions of section 134(3)(c) of the Companies Act, 2013, we 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

Corporate Governance

Pursuant to Clause-49 of the listing agreement, report on Corporate Governance and the compliance certificate thereon from the auditors of the company is attached to this report.

Acknowledgements

Your directors place on record their appreciation of the assistance and support extended by government authorities, Bankers, NBFCs, consultants, shareholders, employees, suppliers & contractors of the company.

Cautionary Statement

Statements in the directors' report and the management discussion & analysis describing company's objectives, expectations or predictions, may be forward-looking statement within the meaning of applicable laws and regulations. Although we believe our expectation is based on reasonable assumption, 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, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and such other factors which are material to the business operations of the company.

For and on behalf of the Board

Sd/-

Rourkela-769 004 R. P. Gupta

Dated : 29/05/2015 Managing Director

DIN No.: 01325989



Complied by: Dion Global Solutions Limited

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Mar 31, 2014

Dear Members,

It gives me immense pleasure to present the 28th Annual Report. I extend my thanks to all associates, shareholders & employees in particular. Your company could complete successful 28 years with their support and commitment. With this, I am pleased to present annual report along with audited accounts and Auditor''s report thereon for the financial year ended 31st March, 2014 as under :-

Financial/Operational Performance (Rs. in Lakhs)

Particulars 31/03/2014 31/03/2013

Turnover 7211.46 6674.67

Operating Income 962.14 1047.31

Other Income 38.78 40.32

PBIDT 1000.92 1087.63

Less: Interest 339.70 341.04

Cash Profit (PBDT) 661.22 746.59

Less: Depreciation & Amortization 288.04 354.40

Profit before Taxation (PBT) 373.18 392.19

This was indeed a tough year due to sluggish demand and rising input cost. Despite this, we could register 8% growth in turnover but the operating margin declined to 13.9% as against 16.3% in previous year. However, the performance in Q-4 was far better that indicates part revival of economy in 2014-15. Despite all constraints, the profit before tax could be maintained almost at the same level with marginal dip of Rs.19.0 lakh.

Economic Scenario & Outlook

Growth of Indian economy has been sluggish after 2011. In the current year it has grown below 5% that was lowest in the decade. However, there are enough indications for revival of economy in the second half of 2014-15. But it will depend upon the regulatory easements, infrastructure spending and pro-growth policies which are still awaited. The major challenge before the Govt. is for controlling inflation and reducing the price of basic inputs like energy, mineral & transportation cost besides interest rates. Increasing land availability and sanction of more number of mineral leases will be crucial for bringing back the country on high growth track. The market expectations are positive.

Cement Industry Outlook & Opportunities

Demand growth has been sluggish in the previous two years mainly due to economy slow down and poor infrastructure spending. High interest rate has also affected growth of housing sector. But demand of house cannot be deferred for a long period. Govt. announcement for constructing cement roads at a rate of 20-25 Km/day is indeed encouraging. Despite slow down in economy, the silver lining was healthy demand growth in Rural area which was un-common in earlier years. Combining all these factors, there are fair chances of demand picking up in the second half of 2014-15 and gaining momentum in 2015-16.

Future Strategies

Long term benefits shall be derived only after completing Phase-1 expansion upto 1.0 MTPA. Your company has already acquired land, obtained environment approval and has incurred sizeable capex. But the project implementation was delayed beyond expectation due to delay in financial closure and other approvals. The cost of project has escalated due to these delays. Therefore it needs re-working and fresh approval from the lender.

However, your company has incurred sizeable capex for this project from its own resources. Therefore an interim business plan is being worked out for expanding the capacity upto 1.98 lakh TPA. This plan is envisaging augmentation of cement grinding capacity through balancing equipment. Company is having surplus capacity in the kiln which is lying idle at present. However, your company will not lose focus on the expansion plan of 1.0 MTPA for which parallel working will continue.

Risks and Concerns

Continuous hike in power rate and supply deficit of coal are the major areas of concern. Indian coal quality has deteriorated. Imported coal price is going up due to rupee weakening. Therefore company is undertaking its interim business plan and expansion plan along with modernization. This will reduce power & fuel consumption and provide competitive edge over others.

Logistic cost is on increasing trend due to general increase in petroleum & energy price. Vicinity of market & location in cement deficit region will mitigate such hike in logistic cost. Supply over hang is continuing on all India basis. It is likely to continue till CY 2014. But its impact is diluted due to plant location in eastern zone. This is supply deficit zone.

Awards & Recommendations

Your Managing Director wrote a book "Turn Around India" covering the topic on Indian economy revival. This book was launched in April 2013 by Sri Narendra Modi, currently Hon''ble Prime Minister of India. Several compliments have been received from VIPs including Hon''ble President of India in this regard. The compliments were received from Ministers, Bureaucrats of central & state govt., Dy. Governor-RBI, Bank Chairmans, leading corporates and Rating agencies.

Human Resource

Company is maintaining cordial and healthy relations with its employees. Employees at all levels are extending their full support. Company has strong faith in potential of human resources. It believes in the creative abilities of the people, who work for company. It believes in participatory management. Considering high inflation, your company has revised the pay structure of all the staff & officers which will be effective from April 2014.

Internal Control Systems

Company has an internal management audit team commensurate with the size of company. It carries out desired level of audit of various activities of company. This is with an aim to ensure that the laid down system and procedures are followed. Audit reports are presented to Audit committee of the board, which meets at periodical intervals. ERP system is now fully operative. It has contributed in improving efficiency.

Environmental & Social Obligation

Environment clearance from ministry of environment & forest (MoEF) has been already obtained for it''s proposed expansion upto 1.05 MTPA capacity. MoEF clearance has been also obtained for expanding the capacity of mines.

Your company opened a Tailoring centre at Guleipada Village. Provided Sewing machines & furnitures and trained 30 ladies for self employment. We constructed a Toilet room at Kandeimunda High School and two nos. of Bathing Ghat at Goleipada Pond. We also provided drinking water arrangement at Tehsil office, Kutra. The road from Panchora to Goleipada village was repaired.

We organized one Eye camp and eye operation of 23 persons was organized. A free health check up camp was organized at Telighana UP School. Besides this, Hockey tournament, celebration of Independence & Republic day was done at Kandeimunda village. Several other cultural & social programmes were undertaken surrounding plant area. All such activities have created a social harmony.

Dividend

In view of on going expansion and requirement of funds, we do not recommend any dividend for the year. Equity shares of the company continue to be listed on Bombay stock exchange and Calcutta stock exchange. We sincerely express our thanks to all shareholders for imposing their faith in the company despite delay in implementation of the expansion plan.

Finance

We are thankful to Punjab National Bank for sanctioning Rs.70 crore term loan in the capacity of lead bank for the proposed expansion project. IDBI Bank has also sanctioned a term loan of Rs.45 crore but the same has not accepted due to variation in terms from the Lead Bank. However, none of the loan is availed due to deferment of expansion plan. A fresh proposal will be re- submitted considering the project cost escalation.

CARE rating have also assigned "CARE BBB" for long term bank facilities & "CARE A3" for short term bank facilities amounting to Rs.186.5 crore. This includes existing and proposed loan.

Fixed Deposits

Company has accepted deposits from public including share holders and employees within the meaning of section 58A of the Companies Act, 1956 and rules made there under and have duly complied with the provisions of the Companies (Acceptance of Deposits) Rules 1975.

Directors'' Responsibility Statement

In terms of provisions of section 217(2AA) of the Companies Act, 1956, we confirm that :-

* Applicable accounting standards have been followed along-with explanations relating to material departures, wherever applicable.

* Directors have selected consistent & appropriate accounting policies in general. They made judgments and estimates as per reasonable and prudent practice. This will give a true and fair view of the state of affairs of company.

* Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of company. This is for preventing and detecting fraud and other irregularities.

* Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. K. P. Jhunjhunwala, O. P. Goyal, & Mr. B. K. Mangaraj directors of your company retire from the board by rotation and being eligible for re-appointment.

Auditors/Cost Auditors

M/s. Tibrewal Chand & Co., chartered accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

In pursuance of section 233-B of the Companies Act, 1956, your directors had appointed M/s. Chatterjee & Co, Kolkata as the cost auditors to conduct cost audit of cement for the year 2013-14 with the approval of the Central Government.

Particulars of Employees

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not given. None of the employees were in receipt of remuneration exceeding the limits specified therein.

Foreign Exchange Earnings and Outgo

There have been no foreign Exchange earnings during the year. However, company has purchased imported coal & gypsum from the domestic market.

Conservation of Energy, Technology Absorption

A statement containing necessary information, as required under the Companies (disclosure of particulars in report of board of directors) Rules,1988 is annexed hereto in Annexure-"A".

Corporate Governance

Pursuant to Clause-49 of the listing agreement, report on Corporate Governance and the compliance certificate thereon from the auditors of the company is attached to this report.

Acknowledgements

Your directors place on record their appreciation of the assistance and support extended by government authorities, PNB, IDBI, NBFCs, consultants, shareholders, employees, suppliers & contractors of the company.

Cautionary Statement

Statements in the directors'' report and the management discussion & analysis describing company''s objectives, expectations or predictions, may be forward-looking statement within the meaning of applicable laws and regulations. Although we believe our expectation is based on reasonable assumption, 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, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and such other factors which are material to the business operations of the company

For and on behalf of the Board

Sd/- Rourkela-769 004 R. P. Gupta Dated : 30/05/2014 Managing Director

---

Mar 31, 2013

Dear Members,

The gives me immense pleasure to present the 27th Annual Report. extend my thanks to all associates, shareholders & employees in particular. Your company could complete successful 27 years with their support and commitment. With this, I am pleased to present annual report along with audited accounts and Auditor''s report thereon for the financial year ended 31st March, 2013 as under :-

Financial/Operational Performance (Rs. in Lakhs)

Particulars 31/03/2013 31/03/2012 Turnover 6674.67 6388.40

Operating Income 1047.31 994.56

Other Income 40.32 36.50

PBIDT 1087.63 1031.06

Less: Interest 341.04 334.73

Cash Profit (PBDT) 746.59 696.33

Less: Depreciation & Amortization 354.40 392.75

Profit before Taxation (PBT) 392.19 303.58

This was a difficult year due to sluggish demand and rising input cost. Despite this we could increase the operating profit to 1088 lakhs as against 1031 lakhs in the previous year registering a growth of 5.4%. However, EBIDTA margin was almost stagnant in the range of 16.3% as against 16.1% in previous year. There was substantial hike in the energy cost in terms of coal, diesel and power, but specific consumption was reduced.

Future Strategies

Long term strategy and its benefit shall be derived only after completion of Phase-I expansion and the same is under progress. We have to continue our efforts improving operational efficiency to counter adversities during the interim period. However the cost economics shall totally change after commencement of expanded capacity.

Modernization & Expansion

The implementation of capacity expansion project was delayed due to delay in approvals and financial closure. Proposed expansion & modernization shall improve cost efficiency besides increasing volume. It will also help utilizing surplus and idle assets of company.

Alliance with ACC

Alliance with ACC is working satisfactorily. We express our thanks to them for their general guidance related to technical and managerial affairs. We expect full hearted support from them in future years to implement our growth plans.

Economic Scenario & Outlook

Indian economy has grown by about 5% during the year 2012-13 which was lowest in the decade. Even current scenario is no better. Rather continuous slow down since last two years is depressing the demand growth. Infrastructure investments are also slowing down due to delay in land acquisition, environment approvals, financial closure etc. Govt. has started taking corrective steps but its result shall be visible in the year 2014-15 only. Whereas 2013-14 will be a challenging year, but thereafter the situation is likely to be normalized. Rather 2015-16 is expected to be very good year for economy in general and cement industry in particular. Fundamentals of Indian economy are strong. It only needs regulatory reforms and policy initiatives.

Cement Industry Outlook & Opportunities

As discussed above, the supply overhang is likely to continue in the year 2013-14. But it shall be bottom out by the end of 2014- 15. Thereafter cement industry is likely to enter into shortage era due to slow down in new capacity additions. In general, economy is likely to revive from 2014-15 and thereby boosting the demand from housing, industrial and infrastructure sector. Keeping this scenario in view, the capacity expansion plans were slightly deferred for matching with upper cycle of cement industry.

Risks and Concerns

Continuous hike in power rate and supply deficit of coal are the major areas of concern. Indian coal quality has deteriorated. Imported coal price is going up due to rupee weakening. Company has therefore proposed in its expansion plan, latest technology of separate grinding of clinker & slag in VRM instead of conventional intermix grinding in Ball mill. This will save energy consumption, both in terms of power & fuel. Rather it will give us competitive edge over others.

Logistic cost is on increasing trend due to general increase in petroleum & energy price. Vicinity of market & location in cement deficit region will mitigate such hike in logistic cost. Supply over hang is continuing on all India basis. It is likely to continue till CY 2014. But its impact is diluted due to plant location in eastern zone. This is supply deficit zone.

Awards & Recommendations

Company was awarded first prize in Sedimentation & Water Management and second prize in Air quality management for FY 2012-13 under the Aegis of Indian Bureau of Mines, Govt. of India, Bhubaneswar during Mines Environment and Mineral Conservation Week. National Safety Awards (Mines) for 2008 to our company has been given by Hon ble President of India at New Delhi.

Human Resource

Company is maintaining cordial and healthy relations with its employees. Employees at all levels are extending their full support. Company has strong faith in potential of human resources. It believes in the creative abilities of the people, who work for company. It believes in participatory management. Wage settlement agreement is continuing. Internal Control Systems Company has an internal management audit team commensurate with the size of company. It carries out desired level of audit of various activities of company. This is with an aim to ensure that the laid down system and procedures are followed. Audit reports are presented to Audit committee of the board, which meets at periodical intervals. Continuous support and advice is also available from ACC in this area for improvement. ERP system is now fully operative. It will definitely improve overall efficiency of the company in future years.

Environmental & Social Obligation

Environment clearance from ministry of environment & forest (MoEF) has been already obtained for its proposed expansion up to 1.05 MTPA capacity. We have undertaken repairing of Telighana Basti & Telighana Church road. Tailoring centers were opened in village Telighana & Golaipara. Tuition centre was opened at Telighana village. Science exhibition was promoted at Sargu Kishan Vidyapitha. Health check up camp and Cancer detection camps were organized. Drinking water supply scheme to nearby two villages is continuing. Telighana church was electrified. Football and Hockey tournament was organized at Kandaimunda. Several supports were extended to Primary schools nearby to mines such as distribution of books, construction of boundary wall, organizing quiz competition etc. Similar supports were extended to nearby villages for organizing cultural and social programme, providing drinking water and medical assistance. The peripheral development activities during current year were substantially enlarged over previous year.

Dividend

In view of on going expansion and requirement of funds, we do not recommend any dividend for the year. Equity shares of the company continue to be listed on Bombay stock exchange and Calcutta stock exchange. We sincerely express our thanks to all shareholders for imposing their faith in the company despite delay in implementation of the expansion plan. Company has launched website during the year.

Finance

We are thankful to our Punjab National Bank for sanctioning Rs.70 crore term loan in the capacity of lead bank for the proposed expansion project. The proposal for remaining term loan of Rs.100 crore is under active consideration of the consortium members including IDBI Bank and the same is likely to be sanctioned by June/July 2013.

CARE rating have also assigned CARE BBB for long term bank facilities & CARE A3 for short term bank facilities amounting to Rs.186.5 crore. This includes existing and proposed loan.

Fixed Deposits

Company has accepted deposits from public including share holders and employees within the meaning of section 58A of the Companies Act, 1956 and rules made there under and have duly complied with the provisions of the Companies (Acceptance of Deposits) Rules 1975.

Directors'' Responsibility Statement

In terms of provisions of section 217(2AA) of the Companies Act, 1956, we confirm that :-

- Applicable accounting standards have been followed along-with explanations relating to material departures, wherever applicable.

- Directors have selected consistent & appropriate accounting policies in general. They made judgments and estimates as per reasonable and prudent practice. This will give a true and fair view of the state of affairs of company.

- Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of company. This is for preventing and detecting fraud and other irregularities.

- Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. K. P. Jhunjhunwala, O. P. Goyal, & Mr. B. K. Mangaraj directors of your company retire from the board by rotation and being eligible for re-appointment.

Auditors/Cost Auditors

M/s. Tibrewal Chand & Co., chartered accountants, retire as auditors of the company at the conclusion of the ensuing annual general meeting. They have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

In pursuance of section 233-B of the companies act, 1956, your directors had appointed M/s. Chatterjee & Co, Kolkata as the cost auditors to conduct cost audit of cement for the year 2012-13 with the approval of the Central Government.

Particulars of Employees

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not given. None of the employees were in receipt of remuneration exceeding the limits specified therein.

Foreign Exchange Earnings and Outgo

There have been no foreign Exchange earnings during the year. However, company has purchased imported coal & gypsum from the domestic market. Company has incurred foreign exchange expenditures for overseas travel.

Conservation of Energy, Technology Absorption

A statement containing necessary information, as required under the Companies (disclosure of particulars in report of board of directors) Rules,1988 is annexed hereto in Annexure-A .

Corporate Governance

Pursuant to Clause-49 of the listing agreement, report on Corporate Governance and the compliance certificate thereon from the auditors of the company is attached to this report.

Acknowledgements

Your directors place on record their appreciation of the assistance and support extended by government authorities, PNB, IDBI, ACC Ltd., consultants, shareholders, employees, suppliers & contractors of the company.

Cautionary Statement

Statements in the directors report and the management discussion & analysis describing company s objectives, expectations or predictions, may be forward-looking statement within the meaning of applicable laws and regulations. Although we believe our expectation is based on reasonable assumption, 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, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and such other factors which are material to the business operations of the company.

For and on behalf of the Board

Sd/-

Rourkela-769 004 R. P. Gupta

Dated : 31/05/2013 Managing Director

---

Mar 31, 2012

The gives me immense pleasure to present the 26th Annual Report. I extend my thanks to all associates, shareholders & employees in particular. Your company could complete successful 26 years with their support and commitment. With this, I am pleased to present annual report along with audited accounts and Auditor's report thereon for the financial year ended 31st March, 2012 as under :-

Financial/Operational Performance (Rs. in Lakhs)

Particulars 31/03/2012 31/03/2011

Turnover 6388.40 5693.28

Operating Income 994.56 1010.96

Other Income 36.50 37.32

PBIDT 1031.06 1048.28

Less: Interest 334.73 326.80

Cash Profit (PBDT) 696.33 721.48

Less: Depreciation & Amortization 392.75 383.67

Profit before Taxation (PBT) 303.58 337.81

Turnover has increased by 12% during the year. But there was drop in operating profit by 1.6%. This was mainly on account of high input cost. Selling price was also low in second quarter. Marginal increase in interest & depreciation has further depressed profit before tax by about Rs. 34 lakh only. There was stiff hike in electricity price per unit by about 28.5%. It was partly set off due to decrease in electricity unit consumption by 4.5%. Though there was stiff hike in coal price also, but we could mitigate in part by replacing imported coal to domestic coal. Bulk purchase of imported coal and it's sale also helped to economize coal cost to some extent. Over all demand was sluggish in first three quarters. But it gained momentum in Q4. Selling price also improved in Q4.

Future Strategies

We had decided few strategies for cost reduction in previous year. Few of them are implemented. Balance implementation shall be taken up in the current year. We have further decided to produce some quantity of PPC cement to consume surplus clinker. This is likely to implement in second half of 2012-13. It's full impact will be visible during 2013-14.

Modernisation & Expansion

Phase-1 expansion plan was modified in previous year in accordance with the MOU with Govt, of Odisha. It was envisaging capacity expansion upto 1.0 MTPAby April 2013. However, the same is deferred for one year due to sluggish economy. As per revised plan, we expect commercial production by Apr/May 2014. Of course, financial closure for the revised plan is yet to be completed. It is expected by Aug/Sept 2012. The proposed expansion & modernization shall improve cost effectiveness, besides increase in volume. It will also help to utilize surplus and idle assets of company.

Alliance with ACC

Alliance with ACC is working satisfactorily. We express our thanks for their general guidance related to technical and managerial affairs. We expect their full hearted support in future years to implement our growth plans of 1 MTPAwith marketing support.

Economic Scenario & Outlook

During the year 2010-11, Indian economy has grown by about 6.5%. This was lowest growth in last 9 years. This was mainly due to investment slow down. However, government is taking corrective steps for revival. Medium term prospects are reasonably OK. But immediate concerns are, high trade deficit & high fiscal deficit. This has resulted inflation and rupee weakening. We hope, economy will be on track by 2013-14. Fundamentals of Indian economy are strong. It only needs regulatory reforms and policy initiatives.

Cement Industry Outlook & Opportunities

Due to sluggish economy, cement demand growth was also affected. It was in the range of 6-6.5% only. However, all indications are available to strengthen demand growth in the range of 8.0-8.5% in the year 2012-13. Selling price have already improved. But supply over hang is likely to continue upto CY 2013. Since new investment and capacity additions are deferred, we expect good phase for cement industry from Jan. 2014. There has been structural shift in demand. Rural demand is growing at a faster pace. Once Indian economy revives, industrial & infrastructural demand will also gain momentum. Keeping these factors in view, we had deferred the proposed capacity expansion by one year to match with industry cycle.

Risks and Concerns

Continuous hike in power rate and supply deficit of coal are major area of concern. Indian coal quality has deteriorated. Imported coal price is going up due to rupee weakening. Company has therefore proposed in its expansion plan, latest technology of separate grinding of clinker & slag in VRM instead of conventional inter mix grinding in Ball mill. This will save energy consumption, both in terms of power & fuel. Rather it will give us competitive edge over others.

Logistic cost is on increasing trend due to general increase in petroleum & energy price. Vicinity of market & location in cement deficit region will mitigate such hike in logistic cost. Supply over hang is continuing on all India basis. It is likely to continue till CY 2013. But it's impact is diluted due to plant location in eastern zone. This is supply deficit zone.

Awards & Recommendations

Company was awarded first prize in "Best general working" and "Best over all performance" on the occasion of 49th Mines Safety Week celebration. Indian Bureau of Mines, Govt, of India, Bhubaneswar awarded second prize for"Air Quality management" during 14th Mines Environment and Mineral Conservation Week.

Human Resource

Company is maintaining cordial and healthy relations with its employees. Employees at all levels are extending their full support. Company has strong faith in potential of human resources. It believes in the creative abilities of the people, who work for company. It believes in participatory management. Company has also entered into wage settlement with workers during the year.

Internal Control Systems

Company has an internal management audit team commensurate with the size of company. It carries out desired level of audit of various activities of company. This is with an aim to ensure that the laid down system and procedures are followed. Audit reports are presented to Audit committee of the board, which meets at periodical intervals. Continuous support and advice is also available from ACC in this area for improvement. During the year, ERP system was implemented. It will definitely improve overall efficiency of the company in future years.

Environmental & Social Obligation

Environment clearance from ministry of environment & forest (MoEF) has been already obtained for it's proposed expansion upto 1.05 MTPA capacity. Your company has been doing reasonable expenditure on periphery development. It has organised medical camp for surrounding villagers and employees. Cards were also issued for free medical check at designated hospitals. Water supply and street lights were provided to villages near mines. Ladies club was also formed at plant's colony. They are also involved in periphery development activities. We hope to enlarge activities in future years.

Dividend

In view of on going expansion and requirement of funds, we do not recommend any dividend for the year. Equity shares of the company continue to be listed on Bombay stock exchange and Calcutta stock exchange. We sincerely express our thanks to all shareholders for imposing their faith in the company despite delay in implementation of the expansion plan. Company has launched website during the year.

Finance

We are thankful to our banker IDBI bank. They have enhanced working capital limits in view of increased turnover. We are also thankful to BOB who have shown interest in participation of term loan for our expansion plan. In the meantime, promoters have mobilized funds through warrant subscription for part funding of on going expansion project.

CARE rating have also assigned "CARE BBB" for long term bank facilities & "CARE A3" for short term bank facilities amounting to Rs. 201 crore. This includes existing and proposed loan.

Fixed Deposits

Company has accepted deposits from public including share holders and employees within the meaning of section 58Aof the Companies Act, 1956 and rules made there under and have duly complied with the provisions of the Companies (Acceptance of Deposits) Rules 1975.

Directors' Responsibility Statement

In terms of provisions of section 217(2AA) of the Companies Act, 1956, we confirm that :-

- Applicable accounting standards have been followed along-with explanations relating to material departures, wherever applicable.

- Directors have selected consistent & appropriate accounting policies in general. They made judgements and estimates as per reasonable and prudent practice. This will give a true and fair view of the state of affairs of company.

- Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of company. This is for preventing and detecting fraud and other irregularities.

- Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. K. P. Jhunjhunwala ,0. P. Goyal, & Mr. B. K. Mangaraj directors of your company retire from the board by rotation and being eligible for re-appointment. During the year Dr. N S Datar, director of your company has passed away. Board expresses its sincere gratitude for the services rendered by him during his tenure. This was a great loss to your company.

Auditors/Cost Auditors

M/s. Tibrewal Chand & Co., chartered accountants, retire as auditors of the company at the conclusion of the ensuing annual general meeting. They have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

In pursuance of section 233-B of the companies act, 1956, your directors had appointed M/s Chatterjee & Co, Kolkata as the cost auditors to conduct cost audit of cement for the year 2011 -12 with the approval of the Central Government.

Particulars of Employees

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not given. None of the employees were in receipt of remuneration exceeding the limits specified therein.

Foreign Exchange Earnings and Outgo

There has been no foreign Exchange earnings during the year. However, company has purchased imported coal & gypsum from the domestic market. Company has incurred foreign exchange expenditures for overseas travel.

Conservation of Energy, Technology Absorption

A statement containing necessary information, as required under the Companies (disclosure of particulars in report of board of directors) Rules,1988 is annexed hereto in Annexure-"A".

Corporate Governance

Pursuant to Clause-49 of the listing agreement, report on Corporate Governance and the compliance certificate thereon from the auditors of the company is attached to this report.

Acknowledgements

Your directors place on record their appreciation of the assistance and support extended by government authorities, IDBI.ACC Ltd., consultants, shareholders, employees, suppliers & contractors of the company.

Cautionary Statement

Statements in the directors' report and the management discussion & analysis describing company's objectives, expectations or predictions, may be forward-looking statement within the meaning of applicable laws and regulations. Although we believe our expectation is based on reasonable assumption, 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, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and such other factors which are material to the business operations of the company

For and on behalf of the Board

Sd/-

Rourkela-769 004 R. P. Gupta

Dated : 30/05/2012 Managing Director

---

Mar 31, 2011

It gives me immense pleasure to present the 25th Annual Report. Your company was incorporated in the year 1985 and commenced its commercial production in the year 1986. It has completed quarter century by now. I extend my thanks to all associates, shareholders & employees in particular. Your company could complete successful 25 years because of their support and commitment. With this, I am pleased to present the annual report along with audited statement of accounts and the Auditors report of your company for the financial year ended 31st March, 2011 as under :-

Financial/Operational Performance (Rs. in Lakhs)

Particulars 31/03/2011 31/03/2010

Turnover 5693.28 4920.36

Operating Income 1010.96 935.84

Other Income 37.32 33.01 PBIDT 1048.28 968.85

Less: Interest 326.60 306.59

Cash Profit (PBDT) 721.48 662.26

Less: Depreciation & Amortization 383.67 366.62

Profit before Taxation (PBT) 337.81 295.65

There was production loss in 4th quarter due to break downs in mill gear boxes of Raw mill and Cement mill. Hence, mills were under loaded and output was sacrificed in the interest of production continuity. This resulted into drop in despatches in the 4th quarter, which other wise, is a peak season for cement industry. Despite these constraints, the annual increase of production was 9.7% and the despatches (cement & clinker) were up by 7.4% on annual basis. Turnover increased by 15.7% and EBIDTA was up by 8.2% and PBT was up by 14.3%.

On going modernisation capex facilitated the cost reduction in quantitative terms of clinker cons, power & fuel cons. Clinker cons, was reduced by 1.53%. Scope remains for further reduction of 3-4%; which will be achieved in next two years through process optimisation. Power cons. was reduced by 15 unit/MT. Scope remains for further reduction of 3-4 units which may be achieved in subsequent years through additional capex and process optimisation.

Specific fuel cons, per MT (cement & surplus clinker) was reduced from 16.7% to 13.4%, hence achieving 20% economy in quantitative terms. This was partly due to process optimization and partly due to coal quality improvement. During the year, avg. power rate has gone up by Re.0.64 per unit i.e. by 17.9%. Avg. coal price has gone up by Rs. 168/- per MT i.e. up by 6.6%. Cost of slag has gone up nearly by 50%. Freight cost has also gone up for inward & outward materials. Despite such stiff hike in input cost, company could manage the production cost almost in the same level of previous year through additional capex and process optimization.

Future Strategies

Major cost saving shall be achieved only after implementation of proposed capacity expansion and modernisation. During interim period (about 11/2 yrs) we have adopted following strategies to curtail production cost and to improve cost effectiveness :-

- To undertake and to continue with such modernisation capex which are part of ultimate capacity expansion.

- To reduce clinker, power & fuel consumption through further process optimisation.

- To improve capacity utilisation and to dilute fixed and semi-variable cost.

- Part replacement of imported Gypsum by domestic Gypsum.

- Bulk purchase of Raw material to economise purchase cost.

With these strategies, we hope to combat in part about rise in input cost, of course; balance has to be passed on to consumer.

Modernisation & Expansion

The commercial production of the expanded capacity (upto 0.66 MTPA) was envisaged in FY-2012. However during the year under review your company has decided to expand the capacity to 1.0 MTPA for long term viability. The modification

of the plan was in accordance with the MOU with Govt. of Odisha entered on 27/04/2011 and also on recommendation of ACC Ltd. Due to modification in the expansion plan, the commercial production of expanded capacity is now envisaged by April, 2013.

The revised plan envisages world reputed make VRM for cement grinding which will be highly economical in terms of clinker & power consumption. The expansion will also facilitate to dilute the fixed cost and utilisation of idle assets & surplus infrastructure. The Board has also formed the Project Management Committee to monitor the progress of capacity expansion project.

Alliance with ACC

During the year, ACC nominated Sri Vivek Chawla as second ACC nominee director on the Board. He joined the Board on 29/04/2010. He is presently working as Chief Executive (East Region) in ACC Ltd.

Environmental & Social Obligation

Environment clearance from Ministry of Environment & Forest (MoEF) has been already obtained for its proposed expansion upto 1.05 MTPA capacity. Your company has been doing reasonable expenditure on periphery development. It is also committed to gear it up for future years.

Sharesholders Dividend / Bonus

In view of on going expansion and requirement of funds, we do not recommend any dividend for the year. During the year under review, the company has issued bonus share to the shareholders, the amount of Rs. 3491.14 lakhs standing credit to the companys securities Premium account out of which an amount of Rs. 340.00 lakhs was capitalised and applied in paying up fully paid up 170.00 lakhs Equity Shares of Rs.2/- each in the capital of the Company, to distribute as fully paid bonus shares to the members of the company, including 126.36 lakh Equity Share Warrants to be converted into Equity Shares as on record date 11/12/2010.

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and The Calcutta Stock Exchange Association Limited. Total no. of shareholders has increased from 40,959 nos. to 41770 nos. during the year. We sincerely express our thanks to all shareholders for imposing their faith in the company despite delay in implementation of the expansion plan.

Finance

We are thankful to our banker IDBI Bank who had sanctioned Term loan for our expansion plan in May, 2010. However, we have already submitted the revised expansion plan upto 1.0 MTPA as against original plan of 0.66 MTPA. We hope for favourable consideration by IDBI Bank. In the meantime, promoters have mobilized funds through warrant subscription for part funding of on going expenses related to expansion project.

Fixed Deposits

The Company has accepted deposits from public including share holders and employees within the meaning of Section 58A of the Companies Act, 1956 and rules made there under and has duly complied with the provisions of the Companies (Acceptance of Deposits) Rules 1975.

Directors Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that :-

- In the preparation of the annual accounts, the applicable accounting standards have been followed along-with proper explanations relating to material departures, wherever applicable.

- The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at the end of the financial year and of the Profit of the Company for the year ended on that date.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the annual accounts on a going concern basis.

Directors

During the year ACC Ltd. withdraw its nomination for Mr. Vivek Agnihotri as Alternate Director to Ramit Budhraja, IPICOL, Govt. of Odisha nominated Mr. D K Senapati as Nominee Director in place of Sri S B Satpathy. The Board place on record its gratitude for the services rendered by the two director during the tenure as member of the Board.

Mr. K P Jhunjhunwala, Mr. O P Goyal & Mr. B. K. Mangaraj, Directors of your Company retire from the Board by rotation and being eligible for re-appointment.

Auditors / Cost Auditors

M/s. Tibrewal Chand & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re- appointed.

In pursuance of Section 233-B of the Companies Act, 1956, your directors had appointed M/s. Chatterjee & Co, Kolkata as the Cost Auditors to conduct the Cost Audit of Cement for the year 2010-11 with the approval of the Central Government.

Particulars of Employees

The Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not given as none of the employees were in receipt of remuneration exceeding the limits specified therein.

Foreign Exchange Earnings and Outgo

There has been no foreign Exchange earnings during the year. However, company has purchased imported Coal & Gypsum from the domestic market. Company has incurred foreign exchange expenditures for overseas travel and payment to international consultants.

Conservation of Energy, Technology Absorption

A statement containing necessary information, as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Annexure - "A".

Corporate Governance

Pursuant to Clause-49 of the listing agreement, Report on Corporate Governance and the Compliance Certificate thereon from the Auditors of the Company is attached to this report.

Acknowledgements

Your directors place on record their appreciation of the assistance and support extended by the Government Authorities, IDBI, ACC Ltd, Consultants, Shareholders, Employees, Suppliers & Contractors of the Company.

For and on behalf of the Board Sd/-

R. P. Gupta Managing Director

Rourkela-769 004

Dated : 28/05/2011

---

Mar 31, 2010

The directors have pleasure in presenting the 24th AnnuaI Report along with audited statement or accounts and the Auditors Report of your company for the financial year ended 3lst March, 2010 as follows :-

Financial/Operational Performance (Rs in Lance)

Particulars 31/03/2010 31/03/2009

Turnover 4320.36 3146.38

Operating Income 935.84 418.81

Other Income 33.01 27.83

PBIDT 968.85 446.64

Less Interest 306.59 123.97

Cash Profit (PBDT) 682.26 322.67

LESS: Depreciation & Amortlzation 366.62 268.74

Profit before Taxation (PBT) 295.65 53.93



There was loss of production in 4th quarter By 16.2% due to power cuts for the first time. This has resufled into drop in despatches (cement & clinker) by 14.7% despite good demand. Kiln was under planned shut down for 62 days in 2nd & 3rd quarter to undertake modernisation capex affecting cf inker production. Despite these constraints, the annual increase of production was 21.3% and hence, the despatches (cement & clinker) were up by 23.2% on annual basis. Turnover increased by 56.4% and EBIDTA was up by 216.9% and PBT was up by 548%.

Modernisation capex in the prevws year facilitated the cost reduction in quantitative terms of clinker cons. power & fuelcons. Clinker cons. was reducced by 1.95%. Scope remains for futher reduction of 4-5%: which will be achieved in next two years through process optimisation. Power cons. was reduced y 2 units/MT. Scope remains for futher reduction of 4-5 units which may be achieved in next two years through process optimisation.

Specific fuel cons. per MT (cement & surplus clinker) was reduced from 18.13% ti 16.72%, hence achiecing 8% replaced.

During the year, avg. power rate has gone up by Rs. 0.13 per unit i.e. by 3.8%. Avg coal price has gone up by Rs.836%-per MT i.e. up by 48.7%. This was mainly due to higher propportion of impported coal due to bad quality of domestic coal. Gypsum price has gone up by Rs. 685/-per MT. i.e. up by 29.2%. Further road transport and rail transpoer cost has also gone up. This resulted into inctease in production cost despote savings in quantitative consumption. However, tazation cost was reduced to partly compansate the increase of production cost. Growth in demand has also helped to pass on the impact to consumers. Hence. we could achieve increase in PBIDT from 14.2% to 19.7%.

Future Strategles

Major cost saving shall be achieved only after implementation of proposed capacity expansion and modernisation. During interim period (about 1 1/2yrs) we have adopted following stratigies to curtail production cost and to imporve cost effectiveness:-

- To undertake and to continue with such modermisation capex which are part of ultimate capacity expansion.

- To reduce clinker, power & fuel consumption through futher process optmisation.

- To improve capacity utllisation and to dilute fixed and semi-variable cost.

- Part replacement of imported Gysum by domestic Gysum.

- Bulk purchase of Raw material to economise purchase cost. Also to opt for railway transportation instead of road transportation wherever feasible in case of bulk prchase.

With these strateglies, we hope to combat in part about rise in input cost, of course: blance has to be passed on to consumer,

Modernisation & Expansion

Phase-1 capacity expansion upto 0.66 Mn. TPA is already under initial stange of implementation. It will be geared up in FY 10-11 The proposed scheme envisages following:-

- Modemisation of existing mills to exploti in-built capacity and to achieve power economy.

- Major changes in the kiln to replace Pyro circuit and firing circuit as whole besides installation of new PH tower. Precalciner and efficient clinker cooler. This will result into power & fuel economy beside increase in production

- To adopt separate grinding of slag and cliner so as to optimixe particle size control and to bring clinker consumption to a level of 40-45%.

- To install latest technology VRM in lieu of Ball mill for cement grinding for poewer saving.

- Total mechanization of mines and material handling in the plant to economize labout cost.

As per plan submitted to the lenders, the commercial production of the expaned capacity is envisaged in FY 12. We expect to achieve substantial economy after expansion in terms of clinker, power & fuel consumption as wwell as cost of mining. The fixed cost shall also be diluted due to utillsation of idle assets and surplus infrastructure and increase of volume.

Alliance with ACC

During the year, Mr. Paul Hugentobler, Asia Head, HOLCIM Geoup & Mr. Sumit Banerjee, ME-ACC Ltd visted the plant. They expressed satisfaction with on going allinace. Susequently. ACC has requsted to appoint Shri Vivek Chawla, another nominee director on the Board. ACC has been providing technical services from to time to imporve performance.

Economic Scenario & Outlook

During the year 08-09, there was global slow down of the economy. Indias GDP was also affected during 08-09 due to intergration of financial market across the world. However, duw to inherent fundamental strength of the country clubbed with timely action by our Govt (through fiscal stimulus,) our county could reverse the slow down in the shortest time span. GDP growth of the country during the year 09-10 is estimated as 7.5% as against 6.7% during FY-09 despite weak monsoon. During the year, Indian economy performed better than most of other countries. Idia is being considered as most preferred destination for investment and forex inflow has been satisfactory. Out Govt, has projucted average 9% growth rate in coming years.

Hoerver, there are still few areas of concem. Infrastructure spending has to be increased with active participation of private players. Necessary reforms in taxation and administrative areas are essential to promote savings and investment. Subsidies are to be phased out to curtail fiscal deficit. Trade deficit is a serious concem and requires suitable policy initiative. Rural infrastucture is to be created to avhieve inclusive growth. Cost of fuel, energy & transportation is to be broutht down to contain inflationary trend as well as to compete for expoers. Cheap capital and favourable inbestment climate is equally essential to promote inbestment and to build up fresh capacities to contain inflation .

Nevertheless, over all economic outlook of the country is generally favourable and promising than most of the countries. It is likely ot continue for next 5 years.

Cement Industry Outlook & Opportunities

Demand growth during the year in the country was exceeding 12%. Demand growth in Eastern zone was exceeding 22% during the year. The principal reason was higher infrastucture spending clubbed with rural demand. Growth secenario of the country is likely to remain 10-12% for next 5 years, Wrowth of Eastern zone is likely to remain above india average due to massive industrialisation.

The installed capacity in the country has reached about 250 Mn. T by Mar2010. Another 65 Mn. T capacity is likely to be added in coming two years i.e. FY-12 Bunchinf of capacity during these two years may create supply over hang to some extent, despite robust growth in demand. Capacity additions in the country are not evenly distributed and hence, regional imbalance of supply and demand shall futher enlarge. Deficit in Eastem zone may further go up. But post FY-12 demand in entire country is likely to exceed supply/production. Looking into robust demand growth in Eastem zone and considering post FY-12 scenario. our expansion plan timing is matching well.

Risks and Concerns

Though at the beginning of the year, there was apprechension about pressure on pricing front during 2nd half of FY-10, but the price remained from due to unprecedented growth of demand. The proposed capacity addition during FY 11-12 may cause pressure on procing front from Jul 10. But such suuply over hang may not be severe in nature due to robust demand growth. Availability of good quality coal at affordable rate is definitely a concern. High fright cost by road and inadequate supply of railway wagons is another area of concern Industry is also worrled on power tariff hike So as to combat the illaffects, we have decided future strategies for medium thrm as discussed above. However, for long term measures, we have planned for capacity expansion adopting latest technology.

At present Excise duty on cement is being levied on MRP without abtement benefites unlike other products. This translates into high taxation tate on Ex-works price in comparison to other core sector industry like Steel. Similarly. VAT rate is almost 3 times in comparison to Steel. This matter has been represented to Govt. In case Govt. considers favourably, the rise in input cost will be set off to some extent. Allernatively, cement industry has to pass on the impact of input cost ot the consumer, which may affect demand.

Awards & Recommendations

The Business Today magazine has rated your company at 951 rank for the year 2009. In the year 2008, it was ranked at 946 position.

Director General-Mines Safety, Dhanbad under Mnistry of Labour & Employment Govt of india, Chaibeasa Region awarded First prize for "over all perfomance" during the year 2009. Indian Bureau of Mins, Govt fo India, Bhubaneswar awarded First prize for "Sedimentation & Water Management" for the year 2010 and Second prize for "Air Quality Management" for the year 2010.

Human Resource

Company is maintatning cordial relations with its employees. Long term wage settlemt with company workers has expired on 31/10/09 and with contractor workers it is going to expire by 30/04/10. The negotiations are continuing and we hope to reach to an amicable settlement shortly. Pending wage setterment of workers, the increament/promotions of staff & officers have been deferred, which are other wise effective from Jan.2010.

Internal Control Systems

The company has an termal Management audit team commensurate with the size of the company. It carries out desired level of audit of various spheres of activities of the company to ensure that the laid down system and procedures are ade1qute and being followed. The audit reports are preented to the year. Continuous support and advice is available from ACC in this area. We are going to introduce ERP system for integration and computation of datas generated from various Deptt. The work order has been placed and the installation is continuing. It is likely to come into operation by Q-2 of FY-11. It will definitely Improve overall efficiency of the company.

Envlronmental & Social Obllgation

The consent form Orissa State Pollution Control Board has been renerwed upto 31-03-2011 for the plant and mines. We have already recived Terms of Reference (TOR) from Ministry of Environment & Forest (MOEF) related to its expansion project encisaging clinkering capacity of 1.3 Mn. TPA and cement capacity 1.0 Mn. TPA at Kutra plant. Comapny is in a process to comply with TOR. Your Company has been doing reasonable expenditure on periphery development. It is also committed to gear it up for future years.

Sharesholders/Share capital/Dividend

In view of om going expanision and equirement of funds, we do not recommend any dividend for the year. During the year under review, the Company has increased its Authorised haare capital from Rs. 40 crore to Rs.46 crore divided into 228750000 equity shares of Rs.2/-each and 1250000 preference shares of Rs.2/ each at the shareholders meeting held on 08-01-2010. The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and the Calcultta Stock Exchange Association Limited. Company has also taken effective steps to list with National Stock Exchange. Total no. of shareholders has increased from 40,804 nos. to 40,959 nos. during the year. Shareholders have approved allotment of 10 Mn. Shares to romoter group at a price of Rs. 11/per share. However, the approcal from the Stock Exchange is awaited before final allotment.

Funance

Your company has submitted application for additional Term loan and Working capital for the proposed expansion to its existing banker IDBI Bank Ltd. We hope to receive the sanction by May10 looking into our excellent relation with existing banker. We have also mobilized funds through warrant subscription and unsecured loan for part funding of on going expenses related to expanision project.

Fixed Deposits

The Company has acepted deposits form public including share holders and employess withon the maning of Section 58A of the Companies Act, 1956 and rules made there under and has duly complied with the procisions of the Companies (Acceptance of Deposits) Rules 1957.

Directors Responsibility Statment

In terms of provisons of Section 217 (2AA) of the Companies Act. 1956, your Directors confirm that:-

(i) In the preparation of the annual accounts, the applicable accounting staderds have been followed along-with proper explantions realting to material departures. therever applicable.

(ii) The Directors have slected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affars of the Company. as at the end of the financial year and of the Profit of the Company for the year ended on that date.

(iii) The Directors have taken proper and suffcient care for the maintencance of adequate accounting records in accordance with the procisions of this Act for sageguarding the assets of the Company, and for preventing and detecting fraud and other irregularities.

(iv) The Direcotes have prepared the annual accounts on a going concem basis.

Directors

During the year Mr. B C Srivastava resigned from the directorship on health/personal ground. The Board place on record its gratitude for hte services reandered by Mr. B.C. Sribastava the thnure as member of the Board. Dr. N.S. Datar was appointed as Independent director. He was Ex-MD of SAIL-Rourkela Steel Plant and presently director in Uttam Galva Steel Ltd.

Mr. O.P. Goyal, Mr. B.K. Managaraj & Dr. N.S. Datar Directors of your Company retire from the Board by totaion and being ellgible for re-appontment.

ACC Ltd. has requsted to appoint Mt. Vivek Chawla as another nominee director and also requested to applint Mt. Vivek Agnihotri as altemate director to Mt. Ramit Budhraja. The proposal shall be taken up in the next Board meeting for approval.

Audirots/Cost Auditors

M/S Tibrewal Chand & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeing and have confirmed their ellgibility and willingness to accept the office of the Auditors. if reapointed.

In pursuance of Section 233-B of the Companies Act. 1956, your directors had appointed M/S. Chatterjee & Co. Kolkata as the Cost Auditors to conduct the Cost Audit of Cement for the year 2009-10 with the approval of the Central Govement.

Particulars of Employees

The Particulars of employess as required u/s 217 (2A) of the Companies Act, 1956 are not given as none of the employees were in receopt of remueration exceeding the limits sepcified therein.

Forelgn Exvhange Earnings and Outgo

There has been no forign Exchange earnings or outgo (direct) during the year. However, compoany has purchased imported coal and gypsum form the domestic market.

Conservation of Energy, Technology Absorption

A statement containg necessary information, as required under the Companies (Disclosure of particulars in the Reprt of Board of Directors) Rules, 1988 is annexed hereto in Annexure-"A".

Corporate Gevernace

Pursuant to Clause-49 of the listing agreement, Report on Corport on Corporate Governance and the Comptificate thereon from the Auditors of the Company is attached to this report.

Acknowledgements

Your directors place on record their appreciation of the support extended by the Govemment Authorities, IDBI, ACC Ltd, Consultants, Shareholders and employees of the Company.



For and on behalf of the Board

Rourkela -769 004 Sd/-

Dated:29-04-2010 R.P. Gupta



Managing Directors