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Directors Report of Udaipur Cement Works Ltd.
Mar 31, 2024
The Directors are pleased to present the 28th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2024.
FINANCIAL RESULTS
|
|
Rs.In Crore |
|
|
2023-24 |
2022-23 |
|
|
Sales & Other Income |
1,174.36 |
1,032.26 |
|
Profit before Interest, Depreciation & Tax (EBIDTA) |
196.89 |
135.04 |
|
Profit before Depreciation & Tax (PBDT) |
128.96 |
87.48 |
|
Profit before Tax |
84.78 |
50.48 |
|
Profit after Tax (PAT) |
62.88 |
35.10 |
|
Surplus/(Deficit) brought forward |
109.22 |
74.12 |
|
Surplus carried to Balance Sheet |
172.10 |
109.22 |
RIGHTS ISSUE OF EQUITY SHARES
During the year, the Company successfully completed the Rights Issue of '' 448 Crore. The Rights Issue was open from 21st June 2023 to 5th July 2023 and was oversubscribed by 32%. After the allotment of Equity Shares in Rights Issue, the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased from '' 124.56 Crore to '' 224.22 Crore and the shares were listed at BSE Ltd.
REDEMPTION OF DEBENTURES
Your Company had issued and allotted 3,500 nos. of Secured Rated Listed Guaranteed Redeemable Non-Convertible Debentures ("NCDs") of face value of '' 10,00,000 (Rupees Ten Lac) each for cash at par aggregating '' 350 Crore (Rupees Three Hundred Fifty Crore) During the year, the Company by exercising its Call Option, has fully redeemed the said NCDs of '' 350 Crore.
PROGRESS OF THE PROJECTS & EXPANSION
Your Company has successfully completed its Expansion Project - involving additional Clinker Line of 1.50 Million Tonnes Per Annum and Cement Grinding Unit of 2.50 Million Tonnes Per Annum. With this the Total Clinker Capacity stands doubled viz., from 1.50 Million Tonnes Per Annum to 3.00 Million Tonnes Per Annum (Phase I) and Total Cement Capacity stands enhanced from 2.20 Million Tonnes Per Annum to 4.70 Million Tonnes Per Annum (Phase II). Your Company stands well aligned on the right path to strengthen its existing base and make deeper penetration in the market.
LISTING OF SHARES
The Directors are pleased to inform that the Equity Shares of the Company have been listed on National Stock Exchange of India Ltd. w.e.f. 23rd April 2024 to provide more liquidity and enhanced visibility to the Equity Shares of the Company.
PERFORMANCE REVIEW
Indian economy continued to grow at a fast pace in FY23-24 beating the 7% mark. According to IMF, the growth trajectory for India in FY24-25 is to remain in similar order. To keep in pace with India''s growth and growing space for infrastructure your Company is already set forth in right direction. In FY 2023-24, your Company achieved a combined growth of Cement (Incl. Clinker) Volume in the order of 28% on YoY basis.
The Company also reaped benefits of lowered fuel prices (Petcoke and coal) and thereby other input costs which have positively impacted the profitability. Your Company continues working on adopting innovative solutions such as waste heat recovery, solar or renewable energy and improving its operational efficiencies at all levels and maximizing its realisation per tonne by optimising the product mix, introduction of new brands and augmenting the distribution network and optimising its distribution cost. The Company has always followed the philosophy of sustainable growth. Share of renewable energy stood at 43% of our total energy basket. Similarly, we are continuously working to increase the use of Alternative Fuels and Raw Materials (AFR); reduce water consumption; and reduce carbon emissions. These measures towards sustainable operations shall stand in good stead in time to come and help the Company to raise finances at a lower cost for its future growth plans and ambitions. It may be noted that due to efficiencies displayed by your Company and effective management strategies, we were able to grow to current levels.
AWARDS AND RECOGNITIONS
Your Company is pleased to mention some of the prestigious awards and accolades won during the year:
⢠Fastest Growing Cement Company in India''s small category at the Indian Cement Review Awards.
⢠Economic Times Iconic Brand of India.
⢠Our Brand Platinum Heavy Duty Cement awarded as "Economic Times Promising Brand of India 2022" (Received in 2023).
⢠21st Greentech Foundation Awards 2023 for outstanding achievement in Safety Excellence and Construction Safety.
⢠"Gold Award in Safety Excellence Category" instituted by " FAME" (Foundation for Accelerated Mass Empowerment).
⢠CII''s 24th National Award for Excellence in Energy Management.
⢠CII''s Performance Excellence Awards 2023 for Solar, Wind and Hybrid Plants, UCWL was awarded for "Excellence in Performance" under "Ground Mounted Solar Category".
⢠JKO Customer champion Awards (Team Category)
INTERNAL FINANCIAL CONTROLS
The Company has in place a strong Internal Financial Control System, Policies & Procedures which ensures accuracy & completeness of Accounting Records and helps also in timely preparation of the reliable Financial Statements. These Internal Financial Control Systems are designed for safeguarding the assets of the Company and for the prevention and detection of errors & frauds commensurate with the size, nature & complexities of the Operations of the Company. These Policies & Procedures were found by the Statutory Auditors of the Company to be adequate for smooth, orderly & efficient conduct of the business of the Company.
The Company has in place specific Standard Operating Practices (SOPs) for its various functions. These SOPs are periodically reviewed by the External & Internal Auditors of the Company and exceptions are reported for corrective actions.
The Internal Financial Control Systems are regularly reviewed to ensure their effectiveness, taking into account the essential components of Internal Financial Controls as stated in the Guidance Note on the Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on such assessments carried out by the Management, no reportable material weaknesses in the adequacy in the System of Operations of Internal Financial Controls were observed during the year.
CORPORATE SOCIAL RESPONSIBILITY
Serving the society towards improving the quality of life of the community at large has always been a priority of your Company. The concept of socially responsible business is deeply ingrained in our corporate DNA right from the inception and since we have been pioneering and delivering multiple need based and high impact CSR projects for needy and vulnerable communities & families living around our business operations. The Company''s CSR vision clearly states to strengthen community relationship and to bring sustainable change in the quality of life of neighborhood community through innovative solutions in Education, Health, Water & Sanitation, Skills Development, Livelihood Promotion and Rural Development.
CSR is the continuing commitment by the Company to behave ethically and contribute to economic development, while improving the quality of life of the work force, their families as well as of the local community and society at large. The Company is committed to bring long term transformational changes in the lives of the neighborhood communities of the plant through sustainable and impactful projects around the key development issues in the local area. Through its various CSR projects the Company has been able to directly impact and bring positive changes in the lives of more than 40,000 people living in the villages around the plant at Dabok in Udaipur.
During the reporting year the Company designed and implemented community need based CSR projects and targeted marginalised & vulnerable families with an aim to improve their lives through projects like UCWL Aarogya, Vidya, Aajivika, Swajal & Swachhta, Gramin Vikas, Kaushal Prashikshan etc. Some of the key initiatives taken during the reporting year were health camps, career counselling program for Standard X-XII students in government schools, schools'' infrastructure development, job linked skill development training and placement for school & college drop-outs, agriculture and livestock development, rural infrastructure development among others.
The Company demonstrated its commitments towards inclusive development and implemented several "Ongoing Projects" in thrust areas of Health; Water & Sanitation; Education, Skilling & Livelihoods and Rural Development. Under UCWL Aarogya project regular health camps were organized to provide quality health services at the doorsteps, which benefitted more than 21000 people. Under UCWL Vidya project career counselling sessions were organized for students in the government schools; schoolbags with inbuilt detachable table were provided to more than 500 students of government primary school; Jawahar Navodaya Entrance Examination Coaching was started for Standard V students and several eye and dental camps were organized in government schools. To improve livelihoods under Project Aajivika, the Company undertook multiple on-farm and off-farm activities including employability skills trainings viz. dairy & vermicompost, domestic home appliances repairing, artificial jewellery making etc. to support youths, women and families to ensure sustainable income. Number of youths were provided employability trainings and were facilitated for the placement locally. Number of small and marginal farmers were supported with soil testing, seeds, and training on improved agriculture practices. Livestock
development has also been one of the key activities to strengthen livelihoods of the communities and families. As a part of livestock development, the Company had undertaken door-to-door veterinary services including infertility treatment, awareness on disease management and fodder development in villages. Under UCWL Aajivika Project, vermicompost support was provided to number of farmers which resulted in reduction in the use of chemical fertilizer and increase in family income. To give impetus to youth skilling & education, the Company had set up skilling centre. Under UCWL Swajal & Swacchta project the Company undertook repair of anicut for watershed development among others. Under UCWL Gramin Vikas project, the Company undertook renovation of Gram Panchayat building, constructed washroom & changing room for women. The Company also undertook repair of government school buildings in the plant nearby area.
Your Company is also promoting employee engagement in various CSR projects to create socially responsible behaviour among its employees.
The Company received number of appreciation letters for its meaningful and life changing CSR initiatives during the year.
The Company has requisite Corporate Social Responsibility Policy in accordance with the provisions of the Companies Act, 2013 (Act) and Rules made there under, as amended. The CSR Policy along with brief description of CSR projects are disclosed on the website of the Company at www.udaipurcement.com .
The Annual Report on the CSR activities undertaken by the Company during the Financial Year under review, in the prescribed format, is annexed to this Report as Annexure ''A''.
RELATED PARTY TRANSACTIONS
During the Financial Year ended 31st March 2024, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were in the ordinary course of business, on an arm''s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 (''Act'') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
Form AOC-2 containing the details of the material Related Party Transactions entered into during the Financial Year 2023-24 as per the Related Party Transactions Policy is attached as Annexure ''B'' to this Report. The Related Party Transaction Policy is available on the website of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The particulars of loans given, guarantees or securities provided, and investments made as required under Section 186 of the Act, if any, are given in the Notes to the Financial Statements and forms part of it.
CONSERVATION OF ENERGY ETC.
The details as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure ''C'' and forms part of it.
AUDITORS
(a) Statutory Auditors and their Report
M/s Bansilal Shah & Co., Chartered Accountants (Firm Registration Number: 000384W), were appointed as the Statutory Auditors of the Company for their second term of five consecutive years to hold office from the conclusion of the 23rd Annual General Meeting (AGM) held on 17th August 2019 until the conclusion of the 28th AGM to be held in the year 2024, being the maximum permissible term. Accordingly, pursuant to Section 139 (2) of the Act, they will not be eligible for re-appointment as the Auditors of the Company at the ensuing AGM.
The Board of Directors places on record its appreciation of the valuable services rendered by M/s Bansilal Shah & Co., as the Statutory Auditors of the Company. The observations of the Auditors in their report on Accounts and the financial statements, read with the relevant notes are self-explanatory. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board.
Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants (Firm Registration Number: 000756N) as the Statutory Auditors of the Company for a period of five consecutive years commencing from the conclusion of 28th AGM till the conclusion of 33rd AGM pursuant to Section 139 of the Act. Requisite Resolution regarding their appointment is included in the Notice of ensuing AGM for approval by the Members.
(b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry out Secretarial Audit of the Company for the Financial Year 2023-24.
The Report given by him for the said Financial Year in the prescribed format is annexed to this Report as Annexure ''D''. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
(c) Cost Auditor and Cost Audit Report
M/s HMVN & Associates, Cost Accountants, conducted the Audit of cost records of the Company for the Financial Year ended 31st March 2023 and as required, Cost Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India. The Company has duly maintained requisite Cost Accounts and Records pursuant to Section 148(1) of the Act.
The Audit of the Cost Records of the Company for the Financial Year ended 31st March 2024 is being conducted by the said Firm and the Report will be duly filed.
DEPOSITS
The Company has neither invited nor accepted any deposits from the public.
PARTICULARS OF REMUNERATION
Disclosure of the ratio of the remuneration of each Director to the median employee''s remuneration and other requisite details pursuant to Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure ''E''.
Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the Act, the Annual Report including Accounts for the Financial Year 2023-24, is being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company upto the ensuing AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.
EXTRACT OF ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the Act, read with Rules made thereunder is available on the website of the Company and can be accessed at https://udaipurcement.com/annual-return/
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 152 of the Act, Smt. Vinita Singhania (DIN: 00042983), Chairperson retires by rotation at the ensuing AGM of the Company and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.
Based on the recommendations of Nomination & Remuneration Committee (NRC), the Board has re-appointed:
(i) Shri Shrivats Singhania (DIN: 02359242) as Director & CEO for a term of 5 years w.e.f. 1st April 2025 and;
(ii) Shri Naveen Kumar Sharma (DIN: 08152305) as Whole-time Director, for a term of 3 years w.e.f. 1st October 2024, subject to requisite approval of Members of the Company in the ensuing AGM.
Further, based on the recommendations of NRC, the Board has appointed:
(i) Shri Sadhu Ram Bansal (DIN: 06471984) as an Additional Director in the category of Independent Director on the Board of Directors of the Company for a term of three consecutive years w.e.f. 1st July 2024. The Company has received requisite declaration from Shri Bansal regarding his independence pursuant to Section 149 of the Act and Regulation 16 of the Listing Regulations. As an Independent Director, Shri Bansal shall not be liable to retire by rotation. In the opinion of the Board, he possesses requisite expertise, integrity, proficiency and experience.
(ii) Shri Sudhir A. Bidkar (DIN:00113646) as an Additional Director in the category of Non-Executive Non-Independent Director on the Board of Directors of the Company, w.e.f. 1st July 2024. As Non-Executive Non-Independent Director, Shri Bidkar shall be liable to retire by rotation.
The Company has received requisite Notices under Section 160 of the Act from Members proposing the names of above Directors for appointment in the ensuing AGM. Relevant details regarding their appointment are given in the Notice of ensuing AGM. As
Additional Directors, Shri Sadhu Ram Bansal and Shri Sudhir A.Bidkar hold office upto the date of ensuing AGM. The Board recommends their appointments to the Members for their approval in the ensuing AGM.
The Board has also taken on record the declarations and confirmations received from all the Independent Directors of the Company regarding their independence pursuant to Section 149 of the Act read with Rules made thereunder and Regulation 16 of the Listing Regulations.
Shri O. N. Rai (DIN: 00033142), an Independent Director on the Board of the Company, passed away on 1st April 2024. The Board places on record its sincere appreciation for the valuable contribution and guidance received from him during his tenure.
Except as stated above, there was no other change in Directors and Key Managerial Personnel of the Company, during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the Financial Year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which could impact the going concern status of the Company and its future operations. Further, no application was made or no proceeding was pending as at the end of the year under the Insolvency and Bankruptcy Code, 2016.
MATERIAL CHANGES AND COMMITMENTS
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 and the date of this report.
CHANGE IN THE NATURE OF BUSINESS
During the Financial Year under review, there was no change in the nature of business of the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report of the Company for the Financial Year 2023-24 in the prescribed format containing disclosures on Environmental, Social & Governance is given in a separate section of the Annual Report and forms a part of it.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Your Company reaffirms its commitment to the highest standards of Corporate Governance practices. Pursuant to the Listing Regulations, Corporate Governance Report and Management Discussion & Analysis along with Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of this Report as Annexure ''F'' & ''G'' respectively.
The Corporate Governance Report which forms part of this Report, inter alia, covers the following:
(a) Particulars of the four Board Meetings held during the Financial Year under review;
(b) Salient features of the Nomination and Remuneration Policy;
(c) The manner in which formal annual evaluation of the performance of the Board of Directors, of its Committees and of individual Directors has been made;
(d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism;
(e) Details regarding Risk Management Committee;
(f) Dividend Distribution Policy;
(g) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. COMPLIANCE OF SECRETARIAL STANDARDS
Based on the Secretarial Audit Report of the Secretarial Auditor, the Company has duly complied with the applicable Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Act, your Directors state that:-
(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) such accounting policies have been selected and applied consistently and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and
(f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the continued support and cooperation received from various State Governments. The Directors also thank the Financial Institutions, Banks, Shareholders, Suppliers, Dealers and in particular the valued Customers for their trust and patronage. The overwhelming response to the Rights issue reflects the trust and confidence reposed by you, in the Company. We value the same.
Your Directors record their appreciation for the dedication and hard work put in by ''Team-UCWL'', which has enabled the Company to continue to grow stronger in these challenging times. Last but not the least, the Directors also wish to place on record their sincere gratitude towards JK Lakshmi Cement Limited, our Holding Company for all the financial, technical, marketing and operational assistance extended by them.
Mar 31, 2018
The Directors are pleased to present the 22nd Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2018.
FINANCIAL RESULTS
(Rs. in Lakh)
|
2017-18 |
2016-17 |
|
|
Sales & Other Income |
38,607.96 |
9,770.95 |
|
Profit / (Loss) before Interest & Depreciation |
2180.75 |
385.23 |
|
Profit / (Loss) before Depreciation |
(4557.32) |
369.90 |
|
Depreciation |
3032.48 |
489.20 |
|
Profit / (Loss) before Exceptional Items & Tax |
(7589.80) |
(119.30) |
|
Exceptional Items - Net Income |
273.83 |
404.12 |
|
Deferred Tax |
(3000.00) |
- |
|
Other Comprehensive Income/(Loss) |
(54.88) |
(10.82) |
|
Total Comprehensive Income/(Loss) |
(4370.85) |
274.00 |
PERFORMANCE
After commissioning of its integrated cement plant in March 2017, your Company has successfully run the plant operation and launched its "PLATINUM HEAVY DUTY CEMENT" brand which gained well acceptance in the nearby market. During the Financial Year 2017-18, the production scaled a new high at 10.72 Lakh tonnes with sales at 10.74 Lakh tonnes. The Company''s EBIDTA stood higher at Rs.2180.75 Lakhs during the Year compared to Rs.385.23 Lakhs in the previous Year. However, due to higher depreciation and finance cost, the Company suffered a net Loss of Rs.4370.85 Lakhs against a net profit of Rs.274.00 Lakh in the previous Financial Year.
OUTLOOK FOR INDIAN ECONOMY
Indian economic growth, after hitting a three-year low of 5.7% in the first Quarter of the Financial Year 2017-18, made an impressive comeback in the second Quarter to 6.3%, which further increased to 7.2% in the third Quarter and continued its upward climb to 7.7% in the fourth Quarter on the back of strong performance in manufacturing sector. With this, Indian Economy has regained its momentum and reclaimed ''world''s fastest growing economy'' tag from China. It is heartening to note that during the Year, there has been notable reduction in the fiscal deficit as a percentage of GDP.
Lower inflation coupled with healthy growth in direct as well as in indirect tax collection is a good sign for the industry as well for the economy. With emphasis on infrastructure and housing, we expect that cement demand will bounce back to respectable levels, signs of which are already visible during last a few months.
Yet there are some signs of worry as well. Weakening of Rupee against Dollar and rising crude oil prices will impact the industry and economy in terms of rising costs and reducing operating margins. To offset these cost pressure, it is important that there is healthy growth in demand which would lead to better capacity utilization and consequent reduction in the fixed cost. A good monsoon combined with robust growth in rural income and rural demand could well be the key to sustain the growth momentum.
Your Company has adequate systems and processes to continuously monitor the economic environment at macro and micro level, analyze the impact on the industry in general and the Company in particular such that proactive actions can be taken either to mitigate the risks or to make use of the arising opportunities.
INDUSTRY OVERVIEW - THREAT & OPPORTUNITIES
Government spending on large infrastructure development projects such as Highways, Freight Corridors, Industrial Corridors, Inland Water Ways, Ports, etc. has always been the key driver of growth in cement demand and boosting of industry sentiments. In addition to these, private spending on housing and real estate is also significant contributor to overall demand for cement in the country. Though the tough economic reforms such as demonetization in November 2016 and GST implementation in July 2017 did turn out to be dampener in demand growth but it now appears that the worst is over and the tide is gradually turning back.
Since last six months or so there has been a healthy growth in Cement Demand and we expect that this momentum shall now continue for a considerable long duration. This to some extent may provide some respite to the industry which at an aggregate level has nearly 40% surplus capacity, however, as witnessed in past, industry capacity utilization levels reaching in the vicinity of 80% provide a fresh trigger for new capacity additions. Hence, surplus capacity of ~20% seems to be a new industry norm. A reasonable surplus capacity is a good sign as it provides industry with a cushion to absorb unexpected surge in demand; especially when last a few years have seen a small percentage cement demand being substituted with other alternative construction materials. It is also an opportunity for the Industry to strive hard and expand the markets to those who till now have been non users.
The ''Housing for All'' initiative of the government of India and especially the rural is one such opportunity for the industry to reach out to those who would perhaps be the first time user of cement. This indeed is a very challenging task; as to reach out to this new emerging segment of the market. The distribution and logistics will have to penetrate deep inside into the pockets where they have never been before. It is satisfying to note that your Company is putting its best foot forward to tap these emerging segments of the demand. We are working to strengthen our distribution network in our core markets and in fact in a short span of one year, more than 70% of our sales are achieved through distribution network which in industry parlance is better known as trade channel.
However, rising fuel cost is one of the worry that the industry will have to grapple with for quite some time in this environment of global uncertainties. At the same time, it is also an opportunity for the industry to be more efficient and explore new alternatives. The potential of using municipal solid waste and other industrial waste materials as fuel is a bit under-explored in India and hence is an opportunity. Industry has taken a pledge to increase the usage of alternative fuels including the plastic waste and the recently notified Plastic Waste Management Rules 2016 provide industry an opportunity to work with local municipal bodies and turn the waste into wealth.
Your company is continuously striving to maximize the leveraging of emerging opportunities and also minimizing the impact of these threats. As the manufacturing operations are gradually stabilizing and are expected to improve the operational efficiencies, our efforts of consolidating our presence in the market would certainly lead to better operating performance in the times to come.
HUMAN CAPITAL MANAGEMENT
The Company is known for its people centric approach ever since its inception. The Company has adopted best HR practices for retaining talents in the Organisation. To name a few, we have been able to initiate HR initiatives afresh for developing learning culture and starting programmes on Emerging Leadership, Strengthening PMS system through SMART based KRAs, 360 degree feedback, Launching of various employee engagement activities viz. Quality circles, SGAs, CFTs, 5S activities etc. Besides suggestion scheme and structured communication process, various training programmes for employee skill development both on functional and behavioral aspects are being organised in a structured way befitting benchmark practices.
With a view to develop belongingness amongst the employees and considering need of social, cultural and spiritual developments, planned welfare activities are being conducted in the plant. In order to retain talent in the Organisation, we have focussed on various key parameters like recruitment, career development, performance management, award & recognition, executive coaching & mentoring, motivating employees, employee survey, exit interviews etc.
CSR activities are being carried out mainly in eight nearby villages of Plant and Mines areas. Your Company focuses on five basic community needs such as Education, Health, Sustainable Livelihood, Rural Development and Social Causes at large.
Way forward, the Company has reviewed its earlier twelve Core Competencies for talent assessment and adopted seven Core Competencies for its executive development plan. The Company is constantly improving on People Management Practices and taking every step to enrich our major HR thrust areas which in turn has helped the Company in getting excellence in development on Human Capital. This has also paved way for CII and Green Tech Foundation Awards for environment, health and safety.
Fair and consistent HR Policies followed by the Management ensure that Industrial Relations continue to be peaceful and cordial. Workers are given adequate opportunities/encouragement to share new ideas. Company also gives due weightage to job enrichment of workers and compensation.
ENVIRONMENT, HEALTH AND SAFETY
Occupational environment, health and safety has always been on the priority agenda of the Management. It is gratifying to note that your Company has received the ''Greentech Safety Gold Award-2017'', Certificate of appreciation from National Safety Council of India for appreciable achievement in Occupational Safety & Health for three years period: 2013-15, First Runner up for CII Northern Region Inter Industry Competition on Environment, Health and Safety Management and also received the First Prize for Publicity & Propaganda in Mechanized Opencast Mines (Group-A1) during Mine Safety Cleanliness and Silicosis Awareness Week 2017.
SHARE CAPITAL
During the Year, the Authorized Share Capital of the Company increased from Rs.200 Crore to Rs.250 Crore. As approved by the Members at the Annual General Meeting held on 10th August 2017, the Company issued 50,00,000, 6% Optionally Convertible Cumulative Redeemable Preference Shares of Rs.100 each (OCCRPS), aggregating upto Rs.50 Crore to JK Lakshmi Cement Limited, the Holding Company (JKLC), on preferential basis on 10th August 2017.
As per the Terms of Issue of OCCRPS, JKLC has exercised its right to convert 45,00,000 OCCRPS (part conversion out of 50,00,000 OCCRPS held) into Equity Shares of the Company. Consequently, 1,62,04,537 Equity Shares of Rs.4 each, fully paid-up, of the Company were allotted to JKLC on 10th May 2018 @ Rs.27.77 per Share pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and the paid-up Equity Share Capital of the Company has increased from Rs.118.08 Crore to Rs.124.56 Crore.
INTERNAL CONTROL SYSTEM
The Company has in place adequate Internal Control System commensurate with the size and level of operations of the Company and the same were operating effectively throughout the year. The Internal Audit Team apart from submitting its Reports on the Audit Observations also submits its Report on the efficacy and adequacy of Internal Control Systems to the Chairman of Audit Committee of the Board. There are adequate checks & balances in place, wherein deviation from the systems laid-out are clearly identified and corrective actions are taken in the respective areas, wherever required.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate Internal Financial Control Policies and Procedures in relation to the size and nature of operations of the Company. This ensures accuracy and comprehensiveness of the Financial & Accounting Records. These are adequate for safeguarding of its assets and effective towards prevention and detection of frauds and errors. The Policies and Procedures are also adequate for orderly and efficient conduct of business of the Company. During the year, no reportable material weaknesses were observed in the system.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return as on 31st March 2018 in the prescribed Form MGT-9 is attached as Annexure ''A'' to this Report and forms a part of it.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered into by the Company with JK Lakshmi Cement Ltd. (JKLC), the Holding Company and Hansdeep Industries & Trading Company Ltd. (HITCL), the Fellow Subsidiary during the Financial Year 2017-18, were within the limits of '' 750 Crore each, as authorized by the Members at the Annual General Meeting of the Company held on 17th September 2016 (AGM) and were in due compliance with the applicable provisions of the Companies Act, 2013 (Act) and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A Statement showing particulars of such contracts or arrangements entered into with JKLC & HITCL in the prescribed Form AOC-2, pursuant to Section 134(3)(h) of the Act, is attached as Annexure ''B'' to this Report.
JKLC and HITCL continue to provide all requisite assistance and support including technical, financial and operational support to the Company in the normal course of business. The Board has recommended Resolutions seeking fresh omnibus approval of the Members by way of renewal for the Financial Year 2018-19 and onwards, within the limits already approved by the Members at the above AGM, in respect of Related Party Transactions that may be entered into with JKLC & HITCL, on an annual basis, as approved by the Audit Committee of Directors from time to time, in the ordinary course of business and on arm''s length basis. The Related Party Transaction Policy approved by the Board is available on the website of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The particulars of loans given, guarantees or securities provided and investments made as required under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company has re-appointed Shri Rohni Kumar Gupta as a Whole-time Director of the Company, for a period of six months w.e.f. 1st April 2018, subject to requisite approval of the Members at the forthcoming Annual General Meeting (AGM). Pursuant to Section 152 of the Companies Act, 2013 (Act), Shri Rohni Kumar Gupta also retires by rotation at the forthcoming AGM and being eligible offers himself for re-appointment. The Board recommends re-appointment of Shri Rohni Kumar Gupta.
Shri Ganpat Singh, Non-executive Director, resigned from the Directorship of the Company w.e.f. 20th June 2018 owing to personal reasons. The Board places on record its appreciation of the valuable services rendered by him during the course of his tenure with the Company.
Shri Vinit Marwaha, a Director liable to retire by rotation, was appointed as an Independent Director of the Company by the Board w.e.f. 10th May 2018 to hold office for a term of 5 consecutive years subject to requisite approval of the Members at the forthcoming AGM. The Company has received requisite Notice pursuant to Section 160 of the Act from Member and declaration from Shri Vinit Marwaha regarding his independence pursuant to Section 149 of the Act and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Board recommends appointment of Shri Vinit Marwaha as an Independent Director of the Company, not liable to retire by rotation.
Further, with a view to strengthen the Board, the Board appointed Smt. Vinita Singhania, Shri Shrivats Singhania, Shri Surendra Malhotra and Shri Naveen Kumar Sharma as Additional Directors of the Company w.e.f. 30th June 2018. They shall hold such office of Directors upto the date of forthcoming AGM of the Company. Requisite Notices pursuant to Section 160 of the Act have been received from Members of the Company proposing their candidatures as Directors of the Company. The Board recommends appointment of Smt. Vinita Singhania, Shri Shrivats Singhania and Shri Naveen Kumar Sharma as Directors liable to retire by rotation. Approval of the Members is also sought for appointment of Shri Naveen Kumar Sharma as Whole-time Director of the Company for period of 3 years w.e.f. 1st October 2018. The Board also recommends appointment of Shri Surendra Malhotra as an Independent Director of the Company for a term of 5 consecutive years w.e.f. 30th June 2018. The Company has received requisite declaration from him regarding his independence pursuant to Section 149 of the Act and Listing Regulations. As an Independent Director, Shri Malhotra shall not be liable to retire by rotation.
All the Independent Directors of the Company have given requisite declarations confirming that they meet the criteria of independence as provided in Act and Listing Regulations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure ''C'' and forms part of it.
DEPOSITS
The Company has neither invited nor accepted any deposits from the public.
AUDITORS
(a) Statutory Auditors and their Report
M/s Bansilal Shah & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 21st Annual General Meeting (AGM) held on 10th August 2017 until the conclusion of the 23rd AGM to be held in the Year 2019, subject to ratification by the Members at subsequent AGM to be held in the year 2018 in accordance with the provisions of the Companies Act, 2013. However, pursuant to the Companies (Amendment) Act, 2017, the requirement of ratification of appointment of the Auditors on yearly basis has been dispensed with. The observations of the Auditors in their Report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory.
(b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry out Secretarial Audit of the Company for the Financial Year 2017-18. The Report given by him for the said Financial Year in the prescribed format is annexed to this Report as Annexure ''D''. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.
(c) Cost Auditor and Cost Audit Report
M/s HMVN & Associates, Cost Accountants, conducted the Audit of cost records of the Company for the Financial Year ended 31st March 2017 and as required, Cost Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India.
The Audit of the Cost Records of the Company for the Financial Year ended 31st March 2018 is being conducted by the said Firm and their Report will be duly filed.
PARTICULARS OF REMUNERATION
Disclosure of the ratio of the remuneration of each Director to the median employee''s remuneration and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed to this Report as Annexure ''E''. Further, Particulars of Employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the said Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company up to the forthcoming Annual General Meeting. Any Member interested in obtaining such particulars may write to the Company Secretary.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the Financial Year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
CHANGE IN THE NATURE OF BUSINESS
During the Year under review, there was no change in the nature of business.
CORPORATE GOVERNANCE
Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report. The Corporate Governance Report also covers the following:
(a) Particulars of the four Board Meetings held during the Financial Year under review.
(b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, criteria for determining qualifications, positive attributes, independence of a Director, etc.
(c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.
(d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.
(e) Details regarding Risk Management.
COMPLIANCE OF SECRETARIAL STANDARDS
Based on the Secretarial Audit Report of the Secretarial Auditor, the Company has duly complied with the applicable Secretarial Standards on Meetings of the Board of Directors and General Meetings.
DIRECTORSâ RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:-
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the accounting policies have been selected and applied consistently and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and
(f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their sincere gratitude and appreciation to the Government of Rajasthan, other Government Authorities, Lending Institutions/ Banks for their continued support and cooperation. Your Directors also wish to place on record their sincere thanks to Dealers, Suppliers, Vendors, Customers and esteemed Shareholders of the Company for the faith and confidence reposed by them in the Company and its Management.
We also express deep sense of gratitude to JK Lakshmi Cement Limited, our Holding company and Hansdeep Industries & Trading Company Limited, a Fellow subsidiary, for all the timely financial, technical and operational support extended and for making turnaround and revival of the Company possible.
Your Directors also wish to acknowledge and sincerely appreciate Employees at all level of the Organization who have contributed for the growth of the Company and whose unstinted efforts has enabled the Company to move ahead in tough times.
CAUTIONARY STATEMENT
The Directors'' Report & Management Discussion and Analysis contains forward-looking statements, which may be identified by the use of words in that direction, or connoting the same. All statements that address expectations or projections about the future including but not limited to statements about your Company''s strategy for growth, product development, market positions, expenditures and financial results are forward looking statements.
Your Company''s actual results, performance & achievements could thus differ materially from those projected in such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information or events.
On behalf of the Board of Directors
Vinit Marwaha R.K. Gupta
Place: New Delhi Director Whole-time Director
Date: 30th June 2018 CFO & Company Secretary
Mar 31, 2017
Dear Members,
The Directors are pleased to present the 21st Annual Report together with the Audited financial statements of the Company for the Financial Year ended 31st March 2017.
PERFORMANCE
During the year, the Companyâs overall performance has been satisfactory. It has achieved cement production of 2.71 Lac tonnes and sales of 2.75 Lac tonnes. The Company continues to lay emphasis on cost optimization at all levels. The Company has successfully completed its Revival and Rehabilitation Scheme with start of its commercial production from 31st March 2017 at its integrated Cement plant at Udaipur. The dispatches of cement & clinker have since begun.
FINANCIAL RESULTS
Amount Rs. in Lacs
|
Particulars |
2016-17 |
2015-16 |
|
Sales & Other Income |
9770.95 |
10056.03 |
|
Profit / (Loss) before Interest & Depreciation |
385.23 |
133.21 |
|
Profit / (Loss) before Depreciation |
369.90 |
(94.52) |
|
Depreciation |
489.20 |
554.22 |
|
Profit / (Loss) before Exceptional Items & Tax |
(119.30) |
(648.74) |
|
Exceptional Items - Net Income |
404.12 |
244.27 |
|
Deferred Tax |
- |
(1186.85) |
|
Other comprehensive Income |
(10.82) |
(1.54) |
|
Total Comprehensive Income |
274.00 |
780.84 |
PROGRESS OF THE PROJECT
The Company has commissioned its 1.24 MTPA clinkerisation facility in March 2017 making the unit an integrated cement plant with cement grinding capacity of 1.60 MTPA. The Company has so far spent Rs.763 Crores towards revival and rehabilitation of the Company with modernization and upgradation of its Cement Plant.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return as on 31st March 2017 in the prescribed form MGT-9 is attached as Annexure âAâ to this Report and forms part of it.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees or securities and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the financial statements.
RELATED PARTY TRANSACTIONS
As the Members are aware, the Company has been receiving technical and financial support from both JK Lakshmi Cement Ltd., the Holding Company (JKLC) and Hansdeep Industries & Trading Company Ltd., the Fellow Subsidiary (HITCL). The Company also does sourcing of its requirements of clinker & sale of cement/clinker etc. from the above companies. All the contracts or arrangements or transactions entered into by the Company with the said Related Parties were in the ordinary course of business and on armsâ length basis and were in compliance with the applicable provisions of the Companies Act, 2013 (Act) and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A statement showing particulars of contracts or arrangements entered into with JKLC & HITCL in the prescribed Form AOC-2, pursuant to Section 134(3)(h) of the Act, is attached as Annexure âBâ.
The Board has recommended resolutions for approval of the Members at the forthcoming Annual General Meeting in respect of Material Related Party Transactions to be entered into with JKLC in the ordinary course of business and on armâs length basis.
The Related Party Transaction Policy approved by the Board is available on the website of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 152 of the Companies Act, 2013 (Act), Shri Rohni Kumar Gupta retires by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting (AGM). The Board of Directors of the Company has also re-appointed Shri Gupta as Wholetime Director of the Company, for a term of one year w.e.f. 1st April 2017, subject to requisite approval of Members of the Company at the forthcoming AGM. The Board recommends his re-appointment(s) as stated above.
Ms. Kumud Pahuja, Independent Director, resigned from the Directorship of the Company with effect from 18th March 2017 owing to personal reasons. The Board places on record its appreciation for the valuable services rendered by Ms. Pahuja during her tenure as the Independent Director of the Company.
The Board has appointed Ms. Poonam Singh as an Additional (Independent) Director of the Company for a term of five consecutive years with effect from 14th February 2017, subject to the approval of Members of the Company at the forthcoming AGM. In terms of Section 161 of the Act, Ms. Poonam Singh shall hold office as Director up to the date of the forthcoming AGM. The Company has received a notice in writing together with requisite deposit from a Member of the Company proposing her candidature as a Director. The Board recommends the appointment of Ms. Poonam Singh as an Independent Director of the Company.
All the Independent Directors of the Company have given requisite declarations that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
CONSERVATION OF ENERGY ETC.
The details as required under Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure âCâ and forms part of it.
DEPOSITS
The Company has neither invited nor accepted any deposits from the public.
AUDITORS
(a) Statutory Auditors and their Report
M/s Om Prakash S. Chaplot & Co., Chartered Accountants, were appointed as Auditors of the Company for a term of three consecutive years to hold the office from conclusion of the 18th Annual General Meeting (AGM) held in the year 2014 till the conclusion of its 21st AGM to be held in the year 2017, being the maximum permissible term. Accordingly, pursuant to Section 139 (2) of the Companies Act 2013, (Act) they will not be eligible for re-appointment as the Auditors of the Company at the forthcoming AGM.
The Board of Directors places on record its appreciation of the valuable services rendered by M/s Om Prakash S. Chaplot & Co., as the Auditors of the Company. The observations of the Auditors in their report on Accounts and the financial statements, read with the relevant notes are self-explanatory.
Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s Bansilal Shah & Co., Chartered Accountants (Firm Registration Number: 000384W) as the Auditors of the Company for a period of two years commencing from the conclusion of 21st AGM till the conclusion of 23rd AGM pursuant to Section 139 of the Act. Requisite Resolution regarding their appointment is included in the Notice of forthcoming AGM for approval by the Members.
(b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice as Secretarial Auditor to carry out Secretarial Audit of the Company for the Financial Year 2016-17. The Report given by him for the said financial year in the prescribed format is annexed to this Report as Annexure âDâ. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
(c) Cost Auditor and Cost Audit Report
M/s. HMVN & Associates, Cost Accountants, Delhi conducted the audit of cost records of the Company for the Financial Year ended 31st March 2016 and as required, Cost Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India.
The Audit of the cost accounts of the Company for the Financial Year ended 31st March 2017 is being conducted by the said firm and their Report will also be filed.
PARTICULARS OF REMUNERATION
Disclosure of the ratio of the remuneration of each Director to the median employeeâs remuneration and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed to this Report as Annexure âEâ. Further, Particulars of Employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the said Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company upto the forthcoming AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the Financial Year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
CORPORATE GOVERNANCE
Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report. The Corporate Governance Report also covers the following:
a) Particulars of the four Board Meetings held during the Financial Year under review.
b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.
c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.
d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.
e) Details regarding Risk Management.
DIRECTORSâ RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:-
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the accounting policies have been selected and applied consistently and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and
(f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the continued support and cooperation received from various Government Authorities, Lending Institutions and Business Associates. Your Directors also thank our valued customers and the esteemed Members for their trust and patronage.
Your Directors also wish to place on record their appreciation of the contribution made by the Companyâs employees at all levels whose hard work, solidarity and indomitable spirit have made the Companyâs revival possible. A special thanks to JK Lakshmi Cement Limited, our Holding company and Hansdeep Industries & Trading Company Limited, a Fellow subsidiary, to whom the Company owe a great deal of gratitude without whose support financial turnaround and revival of the Company would not have been possible.
On behalf of the Board of Directors
New Delhi (Onkar Nath Rai)
Date: 10th May 2017 Chairman
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 19th Annual Report along
with the Audited financial statement of the Company for the financial
year ended 31st March 2015.
SCHEME OF REHABILITATION
As you are aware, the Company has been moving progressively towards
implementation of its Scheme of Rehabilitation sanctioned by the
Hon'ble Board for Industrial and Financial Reconstruction (BIFR) vide
its Order dated 13thJanuary 2012. After commissioning the Cement Mill
in July 2013, the Company has been progressing in full swing for
installation of its Pyroprocessing Plant with Waste Heat Recovery
System, Overland Cross Country Belt Conveyor from captive mines to
plant, Limestone Crusher at Mines etc. in the second phase of its
modernization and upgradation. All major orders have been placed and
many of the equipment have already been received at plant. Our Civil
work is progressing as per schedule.
FINANCIAL RESULTS
(Amount in Rs. Lacs)
Particulars 31st Mar.2015 31st Mar.2014
(12 months) (18 months)
Sales & Other Income 10,566.66 3192.54
Profit / (Loss) before Interest
& Depreciation 297.96 (68.89)
Profit / (Loss) before Depreciation (76.29) (103.90)
Depreciation 265.87 397.90
Profit / (Loss) before Exceptional
Items & Tax (342.16) (501.80)
Exceptional Items - Net Income 126.04 736.56
Deferred Tax (1,211.28) -
Profit after Tax 995.16 234.76
OPERATIONS
During the year under review, the Company's cement production stood at
2.80 Lac tonnes & the sales at 2.84 Lac tonnes. The Company posted a
net profit of Rs. 995.16 Lacs.
CAPEX
The Company has so far spent a sum of Rs.162.70 Crores towards Capex
(including Capital Advances) on its ongoing modernization and
upgradation of Cement Plant.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return as on 31st March 2015 in the prescribed
form MGT-9 is attached as Annexure 'A' to this Report and forms part of
it.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company did not give any loan or
guarantee or provided any security or made any investments covered
under Section 186 of the Companies Act, 2013. RELATED PARTY
TRANSACTIONS
As you are aware, the Company sources clinker from JK Lakshmi Cement
Ltd. (JKLC), Holding Company and also sells cement to JKLC, besides
directly selling cement in the market under the brand name "JK
Lakshmi Cement", in the ordinary course of business and on arms'
length basis and in compliance with the applicable provisions of the
Companies Act, 2013 and the Listing Agreement.
Particulars of contracts or arrangements with JKLC pursuant to Section
134 (3) (h) of the Act in the prescribed Form AOC-2 is attached as
Annexure 'B'.
The Board has recommended a resolution for approval of the Shareholders
by means of Special Resolution in respect of material Related Party
transactions entered into / to be entered into with JKLC in the
ordinary course of business and on arm's length basis from the
Financial Year 2014-15 and onwards, upto the limits specified in the
said resolution.
The Related Party Transaction Policy approved by the Board is available
on the website of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 149 of the Companies Act, 2013 (Act), the
Shareholders at the Annual General Meeting (AGM) of the Company held on
18th August 2014, had appointed Shri O.N. Rai as Independent Director
of the Company for a term of five consecutive years commencing from the
date of the AGM. Shri Rai has given requisite declaration that he meets
the criteria of independence as provided in Section 149 (6) of the Act
and also Clause 49 of the Listing Agreement with the Stock Exchange.
Shri Ganpat Singh, retires by rotation and being eligible offers
himself for re-appointment at the ensuing AGM.
The Board of Directors appointed Ms.Kumud Pahuja as an Additional
Director of the Company pursuant to Section 161 of the Companies Act,
2013 effective from 21st March 2015. She shall hold office upto the
date of the ensuing AGM.
Further, in terms of Section 203 of the Act, Shri Rohni Kumar Gupta,
Whole-time Director, Chief Financial Officer & Company Secretary was
appointed as "Key Managerial Personnel" (KMP) of the Company on the
terms and conditions approved by the Shareholders in the aforesaid AGM.
CONSERVATION OF ENERGY ETC.
The details as required under Section 134 (3) (m) read with the
Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure
'C' and forms part of it.
DEPOSITS
In terms of the provision of Section 73 and 74 of the Companies Act,
2013 (earlier Section 58A of the Companies Act, 1956) read with the
relevant Rules, the Company does not accept any deposits.
AUDITORS
(a) Statutory Auditors and their Report
M/s. Om Prakash S. Chaplot & Co., Chartered Accountants, have been
appointed as Auditors of the Company to hold the office from the
conclusion of the 18th Annual General Meeting held on 18th August 2014
until the conclusion of the 21st Annual General Meeting to be held in
the year 2017, subject to ratification of the appointment by the
members at the respective AGMs to be held in the years 2015 and 2016.
Accordingly, being eligible, matter relating to the appointment of the
Auditors will be placed for ratification by members at the forthcoming
Annual General Meeting. The observations in their Report on Accounts
and the financial statements, read with the relevant notes are
self-explanatory.
(b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Board of Directors appointed Shri Namo Narain Agarwal, Company
Secretary in Practice as Secretarial Audit or to carry out the
Secretarial Audit of the Company for the financial year 2014-15. The
Report given by him for the said financial year in the prescribed
format is annexed to this Report as Annexure 'D'. The Secretarial Audit
Report does not contain any qualification reservation or adverse
remark.
(c) Cost Auditor and Cost Audit Report
The Cost Audit for the financial year 2012-14 ended 31st March 2014 (18
months) was conducted by M/s. HMVN & Associates, Cost Accountants,
Delhi and as required Cost Audit Report was duly filed with Ministry of
Corporate Affairs, Government of India.The Audit of the cost accounts
of the Company for the financial year ended 31st March 2015, is being
conducted by the said firm and their Report will also be filed.
PARTICULARS OF REMUNERATION
Information in accordance with the provisions of Section 197 of the
Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 regarding
remuneration and other is annexed to this Report. However, as per the
provisions of Section 136 of the said Act, the Report and Accounts are
being sent to all the members of the Company and others entitled
thereto, excluding the aforesaid information. Any member interested in
obtaining such particulars may write to the Company Secretary at the
registered office of the Company. The said information is available for
inspection at the Registered Office of the Company during working
hours.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
During the financial year under review, there were no significant and
material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status of the Company and its future
operations.
CORPORATE GOVERNANCE - including details pertaining to Board Meetings,
Nomination and Remuneration Policy, Performance Evaluation, Audit
committee and Vigil Mechanism
Your Company reaffirms its commitment to the highest standards of
corporate governance practices. Pursuant to Clause 49 of the Listing
Agreement with the Stock Exchange, Corporate Governance Report and
Auditors Certificate regarding compliance of conditions of Corporate
Governance are made a part of this Report.
The Corporate Governance Report which forms part of this Report, also
covers the following:
a) Particulars of the four Board Meetings held during the financial
year under review.
b) Policy on Nomination and Remuneration of Directors, Key Managerial
Personnel and Senior Management including, inter alia, the criteria for
performance evaluation of Directors.
c) The manner in which formal annual evaluation has been made by the
Board of its own performance and that of its Committees and individual
Directors.
d) The details with respect to composition of Audit Committee and
establishment of Vigil Mechanism.
e) Details regarding Risk Management.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134 (3) (c) of the Companies Act, 2013, your
Directors state that:-
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b) the accounting policies have been selected and applied consistently
and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
said Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the internal financial controls to be followed by the Company have
been laid down and that such internal financial controls are adequate
and were operating effectively; and
f) the proper systems to ensure compliance with the provisions of all
applicable laws have been devised and that such systems were adequate
and operating effectively.
ACKNOWLEDGEMENTS
The Directors wish to thank the Bankers, Financial Institutions,
Government Authorities, Shareholders, Debentureholders and the
Employees of the Company for their continued support.
On behalf of the Board of Directors
New Delhi O.N. Rai
Date: 22 nd July 2015 Chairman
Mar 31, 2014
The Directors have pleasure in presenting the 18th Annual Report
together with the Audited Accounts of the Company for the 18 months
period ended 31st March 2014.
SCHEME OF REHABILITATION
As you are aware, the Company has been moving progressively towards
implementation of its Scheme of Rehabilitation sanctioned by the
Hon''ble Board for Industrial and Financial Reconstruction (BIFR) vide
its Order dated 13th January 2012.The Company has commissioned the
Cement Mill and Packing Plant as part of the first phase of upgradation
and modernization of the plant. After getting necessary approval from
Airport Authority of India for increase in desired height of Preheater
for Kiln, the Company has now placed order for a modern Kiln (Pyro
System) in the second phase of its modernization and upgradation. The
project is progressing satisfactorily.
FINANCIAL RESULTS Amount in Rs. Lacs
31st Mar.2014 30th Sep.2012
Particulars
(18 months) (18 months)
Sales & Other Income 3192.54 4.83
Profit / (Loss) before (68.89) (486.79)
Interest & Depreciation
Profit / (Loss) before (103.90) (486.79)
Depreciation
Depreciation (397.90) (1100.46)
Profit / (Loss) before (501.80) (1587.25)
Exceptional Items & Tax
Exceptional Items
736.56 324.93
(Net Income)
Profit / (Loss) after Tax 234.76 (1262.32)
OPERATIONS
During the period under review, the Company has restarted its
operations by commissioning Cement Mill in the month of July 2013,
after a long period of complete suspension of operations and has
started dispatch of cement in the market under the brand name "JK
Lakshmi Cement". During the period, the Company''s cement production
stood at 0.95 Lac tonnes & the sales at 0.88 Lac tonnes. During the
period under review, the Company posted a net profit of Rs. 234.76 Lacs.
Actions regarding Pyro-processing Project have been taken up by the
management and the work is under progress.
ECONOMY AND BUSINESS ENVIRONMENT
Indian economy has been suffering for last 2-3 years primarily on
account of global recessionary conditions, high domestic inflation and
weakening of Indian currency. These factors contributed to the fall in
Country''s GDP growth which stood at 4.7% in 2013-14, slightly above the
4.5% growth in 2012-13. Similarly, the growth of the Indian Cement
Industry has come down to about 3% in 2013-14, which is the lowest in
the last four years. Drop in cement demand was caused by general
economic slowdown, low government spending on infrastructure projects,
fall in construction activities, high inflation and interest rates,
land acquisition and clearance issues.
OUTLOOK FOR CEMENT INDUSTRY & STRATEGIC IMPERATIVES
The Indian economy is expected to be back on the revival path with
several new reforms expected to be executed by the new Government at
the Centre. The recent presidential address in the joint session of the
parliament has spread the news of ruling party''s intension to fast
track growth of the country with GDP growth rate in double digit.
Major demand drivers for cement industry are Dedicated Freight Corridor
(DFC) of 3300 KMs with an estimated project cost of Rs. 800 billion,
building of 100 Smart Cities, a far bigger expansion of National
Highway Projects and Rural Housing Schemes of Government to construct
approximately 20 million rural houses. This shall result in increased
spending on the infrastructure sector which is expected to grow from
20% to 40% of the total Cement demand in next decade. Further, the
Housing sector is also expected to show signs of revival in the coming
years. Cement being a derived commodity would stand to gain with
additional spending in Infrastructure and Housing sector. It is hoped
that the Company shall achieve higher volumes with increased sales
realization during the year because of bouncing back of cement demand.
INDIAN CEMENT INDUSTRY
Cement Industry which has been growing at a CAGR of over 8.5% till F.Y.
2010 had recorded a lower growth of about 3% in the financial year
2013-14. However, notwithstanding these intermittent years of lower
growth, long term portends of the Indian cement industry are good and
is expected to grow at 8 to 9% for the next one to two decades to meet
the construction requirement of the growing Indian economy, both in the
housing as well as infrastructure sectors.
SHARE CAPITAL
Pursuant to the Scheme of Rehabilitation sanctioned by the Hon''ble
BIFR, 19,50,00,000 Equity Shares of Rs. 4 each were allotted at par to JK
Lakshmi Cement Limited (JKLC) on 28th March 2014, whereby the paid up
Capital of the Company has been increased from Rs. 40.08 Crores to Rs.
118.08 Crores. Consequently, the Company has become a subsidiary of
JKLC with effect from the said date.
INTERNAL CONTROL SYSTEM
The Company has an adequate system of internal controls covering all
financial and operating functions. These controls have been designed to
provide a reasonable assurance with regard to maintenance of proper
accounting controls, monitoring of operations, protecting assets from
unauthorized use or losses, compliances with regulations and for
ensuring reliability of financial reporting. The internal control
system is supplemented by extensive programme of internal audits
covering all areas of Company''s significant operations.
The Audit Committee of Directors of the Company regularly reviews
adequacy and effectiveness of the Company''s internal control systems
and the Internal Audit Reports and compliance thereof and monitors
implementation of audit recommendations.
HUMAN RESOURCES
After resuming the operations, the Company started rehabilitation
activities deploying the workforces on the rolls of the Company. With
the introduction of various HR interventions we had been able to
gradually establish new HR culture in the organization and start our
operations effectively.
To name a few, we have been able to initiate HR initiatives afresh for
developing learning culture and starting programmes on Emerging
Leadership, Strengthening PMS system through SMART based KRAs, 360°
Assessment, Launching of Quality Circles, 5S Activities and introducing
Cross Functional and Self Directed teams. Besides suggestion scheme and
structured communication process, various training programmes for
employee development, both on functional and behavioural aspects are
being organised in a structured way befitting benchmark practices.
With a view to develop belongingness amongst the employees and
considering need of social, cultural and spiritual developments,
planned welfare activities are being started in the plant. In this
series "Sneh Bhoj"Â Community Feast - involving all employees and their
family members, is being organised on the first day of every year
including other stakeholders which has developed a very cordial
atmosphere in and around our company.
DIRECTORS
Shri O.N. Rai, retires by rotation at the ensuing AGM and being
eligible, is proposed to be appointed as Independent Director of the
Company to hold office for a term upto five consecutive years from his
appointment at the ensuing AGM.
Shri R.K. Gupta retires by rotation at the ensuing Annual General
Meeting (AGM) and being eligible, has offered himself for re-
appointment at the ensuing AGM. Shri Gupta has been reappointed by the
Board as Whole time Director of the Company for a period of two years
w.e.f. 1st April 2014 subject to requisite approvals.
The Board recommends the appointments as aforesaid.
AUDITORS
M/s. Om Prakash S. Chaplot & Co., Chartered Accountants, Auditors of
the Company, retire and are eligible for re-appointment. The
observations of the Auditors in their Report on Accounts read with
relevant notes are self explanatory.
COST AUDIT
The Cost Audit for the financial year 2011-12 ended 30th September 2012
(18 months) was conducted by M/s S.P. Gupta, Cost Auditor and as
required, Cost Audit Report was duly filed with Ministry of Corporate
Affairs, Government of India.
The Audit of the Cost Accounts of the Company for the financial year
2012-14 ended 31st March 2014 (18 months) is being conducted by M/s.
HMVN & Associates, Cost Accountants, New Delhi and the Report will also
be filed.
PARTICULARS OF EMPLOYEES
During the period under review, the Company had no employee in the
category under Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act
1956, the Directors state that:
- in the preparation of the Annual Accounts,
the applicable accounting standards have been followed along with
proper explanation relating to material departures;
- the accounting policies have been selected
and applied consistently and judgments and estimates made 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 (18 months)
and of the profit or loss of the Company for that period;
- proper and sufficient care has been taken for maintenance of adequate
accounting records in accordance with the provisions of the said Act
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
- the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
The Company believes in maintaining the highest standards of Corporate
Governance. Pursuant to Clause 49 of the Listing Agreement with the
Stock Exchange, Corporate Governance Report and Auditors'' Certificate
regarding due compliance of the conditions of Corporate Governance are
made a part of this Annual Report.
CONSERVATION OF ENERGY, ETC.
Pursuant to Section 217 (1) (e) of the Companies Act 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, particulars of energy conservation, technology
absorption, foreign exchange earnings and outgo are annexed and forms
part of the Annual Report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the
continued support and co- operation received from the financial
institutions, banks, various Central and State government agencies,
employees and esteemed shareholders of the Company.
On behalf of the Board
of Directors
New Delhi O.N. Rai
Date : 15th May, 2014 Chairman
Sep 30, 2012
To the Members,
The Directors present their 17th Annual Report and audited
accounts of the Company for the 18 months period ended 30th September
2012.
SCHEME OF REHABILITATION
As you are aware, the Hon''ble Board for Industrial and Financial
Reconstruction (BIFR) vide its Order dated 13th January 2012 has
finally sanctioned the Scheme of Rehabilitation of the Company
(Scheme). In terms of the said Scheme, the entire principal amount of
outstanding Secured Loans of the Company including 13.5% Debentures
held by the Public Debenture holders, Financial Institutions and Banks
were settled in full on One Time Settlement basis. The Company has also
taken other necessary steps towards implementation of the said Scheme
including payments to the Employees, Government Dues, Unsecured
Creditors, allotment of Equity Shares etc. apart from settlement with
the Secured lenders. After taking the possession of the plant and mines
w.e.f. 23rd July 2012, the Company now undertaken the work towards
upgradation and modernization of the Plant to make it cost effective,
efficient and more viable.
During the period under review the Company posted a net loss of Rs.
1,262.32 lacs.
SHARE CAPITAL
Pursuant to the Scheme, the paid up Equity Share Capital of Rs. 6,337
lacs stood reduced to Rs. 2,534.80 Lacs and accordingly the Company
issued 6,31,03,243 new Equity Shares of Rs. 4 each consequent to
reduction of Capital. Further, 3,71,02,037 Equity Shares of Rs. 4 each
were allotted as per the Scheme. With this, the paid up Equity Share
Capital of the Company stood increased to Rs. 4008.21 lacs.
ECONOMY AND BUSINESS ENVIRONMENT
During the fiscal year 2011-12 the country recorded a GDP growth of
6.9%, a sharp drop from 8.5% achieved in the previous fiscal year. The
fall in the GDP was primarily attributable to the recessionary
conditions prevailing in the global market as also the high inflation,
weakening rupees and uncondusive investment environment in the country.
Going forward the Indian economy is expected to be back on the revival
path and with several new reforms announced / likely to be announced by
the government. This shall result in increased spending on the
infrastructure sector. Further, with the likely softening of the
interest rates, the Housing sector is also expected to show signs of
revival in the coming years. Cement being a derived commodity would
stand to gain with additional spending in Infrastructure and Housing
sector.
INDIAN CEMENT INDUSTRY
India is second largest producer of cement in the world .The cement
capacity of large cement producers in India was 327 million tonnes at
the end of March 2012 and this is likely to be increased to 350 million
tonnes by the end of financial year 2012-13.
Cement Industry which has been growing at a CAGR of over 8.5% had
recorded a slightly lower growth of about 7% in the financial year
2011-12 and the growth in the current financial year, so far, has not
shown much revival. However, notwithstanding these intermittent years
of lower growth, long term portends of the Indian cement industry are
good and is expected to growth at 8 to 9% for the next one to two
decades to meet the construction requirement of growing Indian economy,
both in the housing as well as infrastructure sectors.
DIRECTORS
The Board has appointed Shri Ganpat Singh as Additional Director of the
Company w.e.f. 1st November 2012. He shall hold office upto the date of
the ensuing Annual General Meeting (AGM). The Company has received
requisite Notice from a Member proposing the name of Shri Ganpat Singh
for appointment as Director liable to retire by rotation at the AGM.
The Board of Directors commends his appointment as aforesaid.
Shri Vinit Marwaha retires by rotation at the forthcoming Annual
General Meeting of the Company and being eligible offer himself for
re-appointment.
AUDITORS
M/s. Om Prakash S Chaplot & Co., Chartered Accountants, Auditors of the
Company, retires and is eligible for re- appointment. The observations
of the Auditors in their Report on Accounts read with relevant notes
are self explanatory,
COST AUDIT
M/s S.P.Gupta, who was appointed as Cost Auditor by the Board for the
Financial Year 2011-12(18months), commencing from 1st April 2011, would
submit his report for that Financial Year, within the permissible time.
The Cost Audit Report for the previous financial year 2010-11 ended
31st March 2011 was filed by the Cost Auditor with the Ministry of
Corporate Affairs, Government of India on 13.09.2011 (Due date
30.09.2011).
Shri SP Gupta has, however, expressed his inability for his further
re-appointment as Cost Auditor to conduct Cost Audit for the financial
year 2012-13, on the health grounds.
M/s HMNV & Associates, Cost Accountants, New Delhi has been appointed
as Cost Auditors of the Company for the Financial Year 2012-13
commencing 1st October 2012, subject to approval of the Central
Government.
PARTICULARS OF EMPLOYEES
During the period under review, there were no employees getting covered
underthe provisions of Section 217(2A) of the Companies Act 1956 read
with the Companies (Particulars of Employees) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act 1956, your
Directors state that:
- in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
- the. accounting policies have been selected and applied
consistently and judgements and estimates made 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 or loss
of the Company for that period;
- proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
said Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; and
- the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, Management Discussion
and Analysis, Corporate Governance Report and Auditor''s Certificate
confirming compliance of the conditions of Corporate Governance form a
part of this Annual Report.
CONSERVATION OF ENERGY, ETC.
Details as required under section 217(1)(e) of the Companies Act 1956
read with Companies (Disclosures of Particulars in the Report of Board
of Directors) Rules 1988, are annexed.
ACKNOWLEDGEMENTS
The Directors wish to acknowledge their appreciation for the continued
and valuable co-operation received from Hon''ble BIFR, Financial
Institutions, Banks, Government Authorities, Share holders, Debenture
holders and the Employees of the Company.
On behalf of the Board of Directors
(R.K. GUPTA) (GANPAT SINGH)
DIRECTORS
New Delhi
Date: 28.12.2012
Mar 31, 2011
To the Members
The Directors present the 16th Annual Report and Audited Accounts of
the Company for the year ended 31st March 2011.
OPERATIONS
The plant operations continued to remain suspended throughout the year.
During the period under review the Company posted a net loss of Rs.
36,85,490/-.
The Company continues to be registered with BIFR as a sick company.
The company is trying to revive the plant with the help of Hon'ble BIFR
under the "Sick Industrial Company (Special Provisions) Act,
1985"(SICA) and has submitted a rehabilitation scheme which has been
sanctioned by Hon'ble BIFR in its hearing on 24.11.2010 subject to
completion of certain conditions. BIFR is taking further necessary
steps in accordance with the law for issue of the final sanctioned
scheme.
The liquidity position of the Company continued to be extremely
difficult. As a result, the company is finding it difficult to maintain
essential services. In view of the difficult liquidity position, the
Company has also not been able to make any payment to Financial
Institutions, Banks and other creditors etc.
DIRECTORS
Shri O.N.Rai retires by rotation at the forthcoming Annual General
Meeting and being eligible offers himself for re- appointment.
Shri S.K.Kinra has been appointed as a special Director on the Board of
Directors of the company by Hon'ble BIFR w.e.f. 03.01.2011 until
further orders or for a period of 5 years from the date of appointment
or till the date on which he attains the age of 70 years, whichever is
earlier.
AUDITORS
M/s. Om Prakash S Chaplot & Co., Chartered Accountants, Auditors of the
Company, retire and are eligible for re- appointment. The Auditor's
have confirmed that they hold a valid certificate issued by the "Peer
Review Board" of Institute of Chartered Accountants of India (ICAI).
The observations of the Auditors in their Report on Accounts read with
relevant notes, are self explanatory.
PARTICULARS OF EMPLOYEES
During the year under review, there were no employees getting covered
under the provisions of Section 217(2A) of the Companies Act 1956 read
with the Companies (Particulars of Employees) Rules, 1975.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act 1956, your
Directors state that:
- In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures in the financial statement.
- The accounting policies selected and applied are consistent and
judgements and estimates made 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 or loss of the Company for the
financial year ended 31st March 2011.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
said Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; and
- The annual accounts have been prepared on a going concern basis.
COST AUDIT
Shri S.P.Gupta, Cost Accountant, Gurgaon has been appointed as Cost
Auditors of the company for the Financial Year 2011-12 commencing
IstApril 2011 as approved by the Central Government. Audit of the Cost
Accounts of the company relating to'Cement'for the year ended 31st
March 2011 will be conducted by the Cost Auditors and Cost Audit Report
will be submitted to the Ministry of Corporate Affairs, Government of
India within the prescribed time.
The Cost Audit Report for the financial year ended 31st March 2010 was
filed by the Cost Auditor with the Ministry of Corporate Affairs,
Government of India on 19.08.2010 (Due date 30.09.2010).
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, Management Discussion
and Analysis, Corporate Governance Report and Auditor's Certificate
confirming compliance of the conditions of Corporate
Governance form a part of this Annual Report.
CONSERVATION OF ENERGY, ETC.
Details as required under section 217(1)(e) of the Companies Act 1956
read with Companies (Disclosures of Particulars in the Report of Board
of Directors) Rules 1988, are annexed.
ACKNOWLEDGEMENTS
The Directors wish to place on record and acknowledge their
appreciation for the continued and valuable co-operation received from
the, Financial Institutions, Banks, Government Authorities,
Shareholders, Debentureholders and the Employees of the Company despite
liquidity constraints faced by the Company.
On behalf of the Board of Directors
(R.K. GUPTA) (VINIT MARWAHA)
DIRECTORS
New Delhi
Date .05.08.2011
Mar 31, 2010
The Directors present the 15th Annual Report and Audited Accounts of
the Company for the year ended 31st March 2010.
OPERATIONS
The plant operations continued to remain suspended throughout the year.
During the period under review the Company posted a net loss of
Rs.1,86,83,316/-.
The Company continues to be registered with BIFR as a sick company.
The Company has submitted a Draft Rehabilitation Scheme (DRS) which has
been circulated vide Honble BIFR order dated 06.01.2010. BIFR is
taking further necessary steps in accordance with law.
The liquidity position of the Company continued to be extremely
difficult. As a result, the company is finding it difficult to maintain
essential services. In view of the difficult liquidity position the
Company has also not been able to make any payment to Financial
Institutions, Banks and other creditors etc.
DIRECTORS
Shri R.K.Gupta retires by rotation at the forthcoming Annual General
Meeting and being eligible offers himself for re- appointment.
AUDITORS
M/s. Om Prakash S Chaplot & Co., Chartered Accountants, Auditors of the
Company, retire at the forthcoming Annual General Meeting (AGM) of the
Company and are eligible for re-appointment. The observations of the
Auditors in their Report on Accounts read with relevant notes, are self
explanatory.
PARTICULARS OF EMPLOYEES
During the year under review, there were no employees getting covered
under the provisions of Section 217(2A) of the Companies Act 1956 read
with the
Companies (Particulars of Employees) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act 1956, your
Directors state that:
. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures in the financial statement.
. The accounting policies selected and applied are consistent and
judgements and estimates made 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 or loss of the Company for the
financial year ended 31st March 2010.
. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
said Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; and
. The annual accounts have been prepared on a going concern basis.
COST AUDIT
The Audit of the Cost Accounts of the Company relating to Cement for
the period ended 31st March 2010, is being conducted by the Cost
Auditor who will submit their report for the period ended 31st March
2010, as required.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report, Corporate
Governance Report and Auditors Certificate regarding compliance of the
conditions of Corporate Governance are made a part of this Annual
Report.
CONSERVATION OF ENERGY, ETC.
Details as required under section 217(1)(e) of the Companies Act 1956
read with Companies (Disclosures of Particulars in the Report of Board
of Directors) Rules 1988, are annexed.
ACKNOWLEDGEMENTS
The Directors wish to thank the Bankers, Financial Institutions,
Government Authorities, Shareholders, Debentureholders and the
Employees of the Company for their continued support despite liquidity
constraints faced by the Company.
On behalf of the Board of Directors
(R.K. GUPTA) (VINIT MARWAHA)
DIRECTORS
New Delhi
Date : 05.07.2010
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