Mar 31, 2023
The Directors of your Company are pleased to present the Eighty Fourth (84th)Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2023.
Summary of the financial results of the Company for the year under report are as under:
(Rs. in lakhs, unless otherwise stated) |
||
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
- |
- |
Other Income |
48 |
61 |
PBIDT |
(2547) |
(3002) |
Finance Cost |
1567 |
15836 |
Depreciation |
4679 |
4658 |
Profit/(Loss) before exceptional Items |
(8793) |
(23496) |
Exceptional Item |
97163 |
(134) |
Profit/(Loss) before Tax |
88370 |
(23630) |
Tax |
- |
- |
Profit/(Loss) after Tax |
88370 |
(23630) |
Deferred Tax |
(6592) |
- |
Net Profit / (Loss) |
94962 |
(23630) |
Other Comprehensive Income |
- |
- |
Total Comprehensive Income |
94962 |
(23630) |
Basic & Diluted Earnings per share of Rs. 10/- each |
34.82 |
(8.05) |
THE DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
CORPORATE INSOLVENCY RESOLUTION PROCESS
The Hon''ble NCLT, Amaravati Bench, vide its Order dated 16th February, 2023 approved the Resolution Plan submitted by the Resolution Applicant, Sagar Cements Limited.
The Resolution Applicant, Sagar Cements Limited upon successful implementation of the Resolution Plan took over the control of the management and ownership of the Company and by virtue of which your company has become subsidiary of Sagar
Cements Limited. The reconstituted Board reflects the control of the Company''s Management by Sagar Cements Limited by appointing their Nominees as Directors.
A new Board was constituted on 7th March, 2023 (Re-constituted Board) (and the Independent Directors were appointed on 23.03.2023) and new Management was put in place, in accordance with provisions of the IBC and NCLT Order. The approved Resolution Plan is binding on the Company and its employees, creditors, guarantors and other stakeholders involved.
Members may kindly note that, for the financial year under review, the Directors of the Re-constituted Board (Directors) were in office from 7th March, 2023, to which this report primarily pertains. During the CIRP which commenced from 26th April, 2022 to 16thFebruary, 2023, the Resolution Professional (RP) was entrusted with the management of the affairs of the Company.
This report was prepared by the reconstituted board in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODR'').
The erstwhile Board consisted of Shri. K.V Rajendran, Shri. Pankaj Gaur, Shri. Naveen Kumar Singh, Shri. Suresh Chand Rathi, Shri. S.D. Nailwal and Smt. Manju Sharma ceased to be Directors of the Company w.e.f. 7th March, 2023 without any further action.
The Board of Directors of the Company was re-constituted and as on the date of this Report, the Company consists of the following Directors.
S.No. |
Name of the Director |
Designation |
1 |
Dr. S. Anand Reddy |
Managing Director |
2 |
Shri. S. Sreekanth Reddy |
Non-Executive Director |
3 |
Smt. S. Rachana |
Non-Executive Director |
4 |
Shri. K.V. Vishnu Raju |
Non-Executive -Independent Director |
5 |
Smt. O. Rekha |
Non-Executive-Independent Director |
6 |
Shri. Ravichandran Rajagopal |
Non-Executive-Independent Director |
subject to the approval of the members in the 84th Annual General Meeting Silent features of the approved Resolution Plan and implemented during the financial year under review are as follows:
The CIRP under the Insolvency and Bankruptcy Code, 2016 initiated on 26th April, 2022. The National Company Law Tribunal (NCLT), Amaravati Bench, vide its order dated 16th February, 2023 approved the Resolution Plan submitted by SAGAR CEMENTS LIMITED, which inter alia resulted in the following:
a) Extinguishment of 20,17,41,371 equity shares of Rs. 10/- each held by the erstwhile promoters.
b) Reduction of Capital of 9,17,79,121 equity shares of Rs. 10/- each held by the public (Non-Promoter) to the extent of 95% of their holdings and issued 46,08,607 new equity shares of Rs. 10/- each fully paid-up, in terms of the Resolution Plan. The Company issued 8,75,63,533 equity shares of Rs. 10/- at a premium of Rs. 26.80/- per share to the Resolution Applicant viz., Sagar Cements Limited, which constitute 95% of the post issue share capital of the company.
c) Fractional entitlement of equity shares 0.5 or more, rounding off to next higher integer. Further, every shareholder holding 19 or less equity shares of the company on Record Date (03-03-2023) has allotted one equity share.
d) Settlement of debts of financial creditors amounting to Rs. 725,89,33,418/-
e) Settlement of Employees and workmen amounting to Rs. 8,27,18,455/-
f) Settlement of Operational Creditors (other than Employees and workmen) for a sum of Rs. 9,34,76,068/- payable by the Company and extinguishment of other current and non-current liabilities standing as on the commencement of CIRP
g) Extinguishment of all contingent liabilities, commitments and other claims and obligations including all taxes and other government dues standing as on the commencement of CIRP
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT
There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.
The Authorised Share Capital of the Company is Rs.500 crores comprising of
40.00. 00.000 Equity Shares of Rs. 10/- each amounting to Rs.400 crores and
1.00. 00.000 Preference Shares of Rs. 100/- each amounting to Rs.100 crores.
In terms of the Resolution Plan as approved by the Hon''ble NCLT Amaravati Bench, vide its Order dated 16-02-2023, the existing Promoter Shareholding was extinguished and their shareholding stands cancelled and the existing Public Shareholding was reduced to the extent of 95% and allotted 46,08,607 new equity shares of Rs. 10/-each, on 07-03-2023. Further, the Company has issued and allotted 8,75,63,533 equity shares of Rs. 10/- each at a premium of Rs. 26.80/- per share on 23-03-2023 to the Resolution Applicant viz, Sagar Cements Limited, as per the approved Resolution Plan on a preferential basis. Consequent to the above Preferencial issue the paid-up equity share capital of the Company as at 31st March, 2023 is Rs. 92,17,21,400/-divided in to 9,21,72,140 Equity Shares of Rs. 10/- each.
During the period under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employee''s stock option scheme expect the above allotments. Your Company has also not bought back its own shares during the period under review.
No Dividend is recommended in view of the losses during the year and non-availability of any carry forward surplus.
No transfer to any reserve is proposed during the year.
During the year under review, Company''s plants viz, Durga Cement Works (DCW) and Visaka Cement Works (VCW) were not operated due to operational constraints. Further, the plant operations of the Company are at halt due to shortage of working capital and consequential attachment of stocks and bank accounts of the Company by the GST authorities and Power disconnection by the concerned Electricity Board. The Company was under the process of Corporate Insolvency Resolution Process as per the NCLT Order dated 26th April, 2022.
After successful implementation of Resolution Plan, the Company re-commenced its Plant Operations/Grinding Operations from 12th April, 2023 at its Durga Cement Works,
As per the provisions of the Companies Act, 2013 and Regulation 34 of LODR, Companies are required to prepare financial statements to be laid before the Annual General Meeting of the Company. Accordingly, the financial statements along with the Auditors'' Report thereon, forms part of this Annual Report.
As per section 136(1) of the Companies Act, 2013 the Financial Statements are available at the Company''s website i.e www.andhracements.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under report the following changes took place in the Board of the Company:
1. In term of the Resolution Plan as approved by the NCLT Order dt. 16-02-2023, the exiting Board was suspended and all the Directors were ceased to be a Directors of the Company, without any action from their end. The Board was re-constituted on 7th March, 2023 by induction of Dr. S. Anand Reddy, Shri. S. Sreekanth Reddy and Smt. S. Rachana as Additional Directors and Shri.K.Prasad as CFO of the Company. Subsequently the newly constituted Board appointed Shri. K.V. Vishnu Raju and Smt. O. Rekha as Additional Directors (under Independent category) on 23rd March, 2023, and Shri. Ravichandran Rajagopal was inducted as an Additional Director (under Independent category)on 14th April, 2023. Subject to members approval Dr. S. Anand Reddy is appointed as Managing Director. Required resolutions for the appointment of Directors have been included in the notice of the Annual General Meeting seeking approval of the members.
2. During the year under report, the Board Meet 6 times, the details whereof are given in Report on Corporate Governance. The meetings of Board of Directors were held on 30.05.2022, 22.07.2022, 03.11.2022, 09-02-2023, 07.03.2023 and 23.03.2023.
3. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the LODR.
4. Pursuant to the provisions of the Companies Act, 2013 and LODR, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance.
5. The Board has on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. A gist of the policy is available in the Corporate Governance Report.
6. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. As required under Regulation 25(7) of LODR, the Company has programmes for familiarization for the Independent Directors. The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge and corporate governance and they hold highest standards of integrity.
Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the management and the board, performance of the Board as a whole and its Members and other required matters. Pursuant to Regulation 17(10) of LODR Board of Directors have evaluated the performance of the Independent Directors and observed the same to be satisfactory and their deliberations beneficial in Board/Committee Meetings.
The Company had formulated a code of conduct for the Directors and Senior Management personnel and the same has been complied.
All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.
The policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s website at www.andhracements.com.
The details of Related Party Transactions as required under IND AS-24 are provided in the accompanying financial statements forming part of this Annual Report. Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as âAnnexure-Aâ to this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations, except the Order passed by the Hon''ble NCLT Amaravati Bench, Hyderabad dated 26.04.2022 for the Commencement of Corporate Insolvency Resolution Process (CIRP) and appointment of RP and later the Hon''ble NCLT Amaravati Bench, approved the Resolution Plan submitted the Resolution Applicant viz, Sagar Cements Limited, vide Order dated 16th February, 2023. These two orders are available on the Company''s website at www.andhracements.com.
MAINTENANCE OF COST RECORDS
Cost records are required to be maintained by the Company under Section 148 (1) of the Companies Act, 2013. Accordingly, such accounts and records made and maintained.
AUDITORS
1. Statutory Auditors
As the members are aware in accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Dass Gupta & Associates, Chartered Accountants (Firm Registration No. 000112N), were appointed as Statutory Auditors of the Company, however they have tendered their resignation, thus resulted into casual vacancy, the Board of Directors of the Company recommended appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) as Statutory Auditors of the Company to fill the casual vacancy caused by M/s. Dass Gupta & Associates, to hold the office from 06.05.2023 until the conclusion of this AGM. Accordingly, based on the recommendations of the Audit Committee, the Board has recommended for approval of the shareholders at the ensuing AGM, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors of the Company for a term of 5 years from the conclusion of this AGM till the conclusion of the 89th AGM to be held in the year 2028. The resolution along with explanatory statement for statutory auditors appointment has been included in the Notice of ensuing Annual General Meeting.
The Company has obtained a written consent and a certificate from the Statutory Auditors to the effect that their appointment, if appointed, would be in accordance with the conditions as prescribed and they fulfill the criteria laid down in Section 141 of the Companies Act, 2013.
2. Cost Auditors
The Board of Directors of the Company on the recommendation of Audit Committee, appointed M/s. Narasimha Murthy & Co, Cost Accountants (Firm Regn No. 000042) for the Financial Year 2023-24 for auditing the Cost Records relating to the product âCement''. In this regard, they have submitted a certificate certifying their independence and their arm''s length relationship with the
Company. The Resolution for ratification of their remuneration has been included in the Notice of ensuing Annual General Meeting.
Secretarial Audit Report for the financial year ended on 31st March, 2023, issued by M/s. Savita Jyoti Associates, Company Secretaries, in form MR-3 forms part of this report and marked as âAnnexure-Bâ.
The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on recommendations of the Audit Committee, the Board has appointed M/s. BSS & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2024.
The auditors'' report does not contain any qualifications, reservations or adverse remarks and it is an unmodified one.
WEB ADDRESS, WHERE ANNUAL RETURN HAS BEEN PLACED
Annual Return in Form MGT-7 for the year ended 31st March, 2023 is available on the company''s website and link for the same is https://www.andhracements.com/ Investors.html.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, there were no Loans, Guarantees and Investments made/given as per the provisions of Section 186 of the Companies Act, 2013.
SECURITIES OF THE COMPANY SUSPENDED FROM TRADING DURING THE FINANCIAL YEAR, IF ANY
During the year under review, Securities of the Company not suspended from Trading, except at the stage of Capital Reduction in terms of the NCLT Order dated 16.02.2023.
The Company has formulated a Risk Management Policy. The Risk Management Policy, which inter-alia:
a) define framework for identification, assessment, monitoring, mitigation and reporting of risks.
b) ensures that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management.
The Risk Management policy of the Company is available at the Company''s website.
CORPORATE SOCIAL RESPONSIBILITY
In view of absence of required profit/net worth/turnover, the provisions of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report along with the required Certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance.
As required under Regulation 34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report on operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, based on the representation received from the operating management, certification by MD and CFO to the Board of Directors and after due enquiry, confirm that in respect of the Audited Annual Accounts for the year ended 31st March, 2023 that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;
b) the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2023 and the profit of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and
f) Directors had devised proper systems to ensure compliance with the provisions of all applicable laws that such systemswere adequate and operating effectively.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has in terms of the provisions of Section 177(9) of the Companies Act,
2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules,
2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower. (www.andhracements.com)
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.
The information about internal financial controls is set out in the Management Discussion & Analysis Report which forms part of this Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SEB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
No frauds were reported by the Auditors under Sub-Section 12 of Section 143 of the Companies Act, 2013 read with the Rules made there under.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business and activities during the year.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
The Company doesn''t have any subsidiaries or joint ventures or associate Companies during the year.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said Rules forms part of this Annual Report and is provided as âAnnexure- Câ in this report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as âAnnexure- Câ to this Report.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (as per the notification dated 4th September, 2015), is annexed herewith as âAnnexure-Dâ.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Company.
GDP growth is expected to increase in the year 2023-24. However, there are several uncertainties which can have an impact in the projected GDP The outlook of oil prices continue to be hazy both on upside and downside. It is expected that the demand for cement would increase and will grow to a higherfor the financial year 2023-24. Our plants are fully equipped and supported with grinding units at strategic locations. Our company will be able to make suitable measures to take advantage of the present economic momentum in the coming years.
The Sanctions imposed on countries from where India is imposing maximum crude would adversely affect the fuel price, which would have negative impact on our manufacturing and transportation cost. The Mines and Minerals (Development & Regulation) Amendment Act, 2015, (MMDR) has made the Limestone as a notified mineral. Pursuant to the amendment act, grant of mining lease for all notified minerals shall be through public auction process by the respective State Governments. Since, several State Governments do not have the required geological data of availability of the reserves and they are not able to proceed with the auction. This is delaying the process of getting fresh mining leases allotted.
The Company''s products have always been perceived to possess superior quality standards in the market and the company has been enjoying a high-level customer satisfaction index. Hence, products will be sold at higher profitability and revenue.
All the properties of the Company have been adequately insured.
Your Company is committed to keep the pollution at its plant within the acceptable norms and as part of this commitment, it has, interalia, an adequate number of bag filters in the plant.
The Board has an Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Risk Management Committee. The composition and other details of these committees have been given in the Report on the Corporate Governance, which forms part of the Annual Report.
A certificate as stipulated under Schedule V (E) of the SEBI Listing Regulations from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance is attached to this Report along with our report on Corporate Governance.
Statements in this report and its annexures describing the company''s projections, expectations and hopes are forward looking. Though these are based on reasonable assumptions, their actual results may differ.
The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, and State Governments, Financial Institutions, Banks and other authorities for their continued co-operation and support to the Company. The Board sincerely acknowledges the faith and confidence reposed by the Shareholders in the Company.
For and on behalf of the Board K.V. VISHNU RAJU
Place: Hyderabad Chairman
Date: May 6, 2023 (DIN: 00480361)
Mar 31, 2018
To,
The Members
The Directors of your Company are pleased to present the Seventy Ninth Annual Report together with the Audited Accounts of the Company for the Year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS
Summary of the financial results of the Company for the year under report are as under:
(Rs. in lakhs)
Current Year 2017-18 |
Previous Year 2016-17 |
|
Net Sales |
48422 |
40492 |
Other Income |
463 |
233 |
PBIDT |
5951 |
4125 |
Finance Cost |
12739 |
10501 |
Depreciation |
4476 |
4004 |
Profit/(Loss) before exceptional Items |
(11264) |
(10380) |
Exceptional Item |
4071 |
- |
Profit/(Loss) before Tax |
(7193) |
(10380) |
Deferred Tax |
84 |
68 |
Other Comprehensive Income |
(4) |
33 |
Net Profit / (Loss) |
(7113) |
(10279) |
1. SHARE CAPITAL
The paid up equity share capital as at 31st March, 2018 is Rs. 293.52 lakhs. During the period under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employees stock option scheme. Your Company has also not bought back its own shares during the period under review.
2. DIVIDEND
No Dividend is recommended in view of the loss during the year and non-availability of any carry forward surplus.
3. OPERATIONS
During the year under review, Companyâs both the plants viz, Durga Cement Works (DCW) and Visaka Cement Works (VCW) were operational and produced Clinker and Cement. The Company has commissioned its 30 MW Captive Power Plant (CPP) situated at Durga Cement Works.
During the year under review, the Company sold its surplus and un-utilised land situated at Jayanthipuram village, Jaggayyapet Mandal, Krishhna District, (AP) and the proceeds were utilised for the operations of the Company.
4. DIRECTORATE AND KEY MANAGERIAL PERSONNEL
During the year under report the following changes took place in the Board of the Company:
1. Shri S. K. Mandal ceased to be Managing Directorand Director of the Company w.e.f. August 10, 2017 as 3 years term of appointment from 11.08.2014 to 10.08.2017 was completed and he had not opted for re-appointment.
2. Shri Ram Bahadur Singh and Smt. Manju Sharma, Directors would retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.
3. Shri Harish K. Vaid, Director of the Company submitted his resignation and ceased to be a Director of the Company w.e.f. 22nd November, 2017.
4. Shri Naveen Kumar Singh, Director, has been appointed as Chief Executive Officer (CEO) of the Company w.e.f 28th March, 2018.
5. During the year under report, the Board Meet 5 times, the details whereof are given in Report on Corporate Governance. The meetings of Board of Directors were held on 27th May, 2017, 5th August, 2017, 27th September, 2017, 14th November, 2017 and 3rd February, 2018.
6. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
7. Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance.
8. The Board has on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. Brief features of the said Policy are:
a.) Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of Director;
b.) Nomination and Remuneration Committee shall identity persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management Position;
c.) While selecting Independent Directors, the Nomination and Remuneration Committee shall identity persons of integrity who possess relevant expertise and experience required for the position;
d.) Non-executive/Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof, as amount as may be approved by the Board of Directors within the limits prescribed under the Companies Act, 2013 and the rules made thereunder, provided that the amount of such fees shall not exceed â One lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. The sitting fee for Independent Directors and Women Directors shall not be less than the sitting fee payable to other Directors;
e.) An Independent Director shall not be entitled to any stock option of the Company;
f.) Other employees of the Company shall be paid remuneration as per the Companyâs HR policies. The breakup of the pay scale and quantum of perquisites including employerâs contribution to PF, pension scheme, medical expenses, etc. shall be as per the Companyâs HR Policy.
The Company shall reimburse actual expenditure incurred by the Directors in the performance of their duties as per the rules and policies of the Company.
Remuneration of other employees shall be reviewed/decided on an annual basis or earlier if deemed necessary, based on performance appraisal of individual employees taking into account several factors such as job profile, qualifications, seniority, experience, commitment including time commitment, performance and their roles and duties in the organization.
g) The age, term of appointment and retirement of Managing Director/Whole-time Director shall be determined in accordance with the provisions of Companies Act, 2013 read with Rules made thereunder;
h) Managing Director/Whole-time Director and Key Managerial Personnel shall be paid the remuneration within the overall limit prescribed under the Companies Act, 2013 and the Rules made thereunder as recommended by the Nomination and Remuneration Committee subject to the approval of the Board;
i) The Company shall provide suitable training to Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the company operates, business model of the Company etc;
5. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.
The policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Companyâs website at www.andhracemens.com.
The details of Related Party Transactions as required under Indian Accounting Standard (Ind AS) - 24 are provided in the accompanying financial statements forming part of this Annual Report. Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as âAnnexure-Aâ to this Report.
6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
7. AUDITORS
7.1 Statutory Auditors
As the members are aware in accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Chaturvedi & Partners, Chartered Accountants (Firm Registration No. 307068E), were appointed as Statutory Auditors of the Company in the 75th Annual General Meeting (AGM) for a period of Five consecutive years till the conclusion of 80th AGM of the Company to be held in the year 2019. The appointment of Statutory Auditors has to be ratified at every AGM. The Statutory Auditors, being eligible, offer themselves for re-appointment. The Company has obtained a written consent and a certificate from the Statutory Auditors to the effect that their appointment, if ratified, would be in accordance with the conditions as prescribed and they fulfill the criteria laid down in Section 141 of the Companies Act, 2013.
Based on the recommendations of the Audit Committee, the Board has recommended the ratification of appointment of M/s. Chaturvedi & Partners, Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2018-19 and to hold office till the conclusion of the Eightieth Annual General Meeting to be held in the year 2019, subject to ratification of their appointment in every AGM.
7.2 Cost Auditors
For the Financial Year 2018-19, the Board of Directors of the Company have on the recommendation of Audit Committee, appointed M/s. J.K. Kabra & Associates, Cost Accountants (Firm Regn No. 00009) Cost Auditors of the Company for auditing the Cost Records relating to the product âCementâ. In this regard, they have submitted a certificate certifying their independence and their arms length relationship with the Company. The Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.
7.3 Secretarial Auditor
Secretarial Audit Report for the financial year ended on 31st March, 2018, issued by M/s. Savita Jyoti Associates, Company Secretaries, in form MR-3 forms part of this report and marked as âAnnexure-Bâ.
The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on recommendations of the Audit Committee, the Board has appointed M/s. Savita Jyoti Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2019.
7.4 Internal Auditor
The Board on recommendations of Audit Committee has appointed M/s Doogar & Associates, Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2018-19.
8. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 134(3)(a) of the Companies Act,2013, Extract of the Annual Return for the year ended 31st March, 2018 made under provisions of Section 92(3) of the Act is attached as âAnnexure-Câ which forms part of this Report.
9. PARTICULARS OF LOANS, Guarantees AND INVESTMENTS
During the year under review, there were no Loans, Guarantees and Investments made/given as per the provisions of Section 186 of the Companies Act, 2013.
10. RISK MANAGEMENT
The Company has formulated a Risk Management Policy. The Risk Management Policy, which inter-alia:
a) define framework for identification, assessment, monitoring, mitigation and reporting of risks.
b) ensures that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management.
11. CORPORATE SOCIAL RESPONSIBILITY
In view of absence of required profit/net worth/turnover, the provisions of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.
12. MATERIAL CHANGES AND COMMITMENTS
In terms of Section 134(3) (i) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the year and date of this report.
13. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report along with the required Certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance.
As required under Regulation 34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report on operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.
14. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, based on the representation received from the operating management, certification by CEO and CFO to the Board of Directors and after due enquiry, confirm that in respect of the Audited Annual Accounts for the year ended 31st March, 2018 that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;
b) the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2018 and the loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and
f) Directors had devised proper systems to ensure compliance with the provisions of all applicable laws that such systems were adequate and operating effectively.
15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has in terms of the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower. (www. andhracements.com)
16. INTERNAL FINANCIAL CONTROL
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.
The information about internal financial controls is set out in the Management Discussion & Analysis Report which forms part of this Report.
17. DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.
However, In accordance with the Modified Rehabilitation Scheme (MS-08), the Company is settling the claims lodged by fixed deposit holders. During the year Fixed Deposit claims were received and settled.
As per the provisions of Section 125 of the Companies Act, 2013, the Company is in the process to transfer the Unclaimed Amount to the âInvestor Education and Protection Fund.
18. REDEMPTION OF PREFERENCE SHARES
The payment against these shares are being made as and when claimed by the holders. It has not been possible to locate the addresses of the shareholders, despite notices being published in daily newspapers. No claims were received during the year. There is no liability for the dividend on these shares.
19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Annual Report and is provided as ââAnnexure- D (I)â in this report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as âAnnexure- D (II)â to this Report.
20. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (as per the notification dated 4th September, 2015), is annexed herewith as âAnnexure-Eâ.
21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Company.
22. ACKNOWLEDGEMENT
The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, and State Governments, Financial Institutions, Banks and other authorities for their continued co-operation and support to the Company. The Board sincerely acknowledges the faith and confidence reposed by the Shareholders in the Company.
For and on behalf of the Board
K.N. BHANDARI
Place: New Delhi Chairman
Date: 30th May, 2018 [DIN: 00191219]
Jun 30, 2015
The Directors of your Company are pleased to present the Seventy Sixth
Annual Report together with the Audited Accounts of the Company for the
15 months period ended 30th June, 2015.
FINANCIAL HIGHLIGHTS
The working results of the Company for the period under report are as
under:
(Rs, in lakhs)
Current period Previous Year
2014-15 2013-14
(15 months) (12 months)
Net Sales 27802 -
Other Income 906 308.92
PBIDT 3327 (1175.83)
Finance Cost 6246 788.48
Depreciation 2519 249.43
Profit/(Loss) before (5438) (2213.74)
exceptional Items
Profit/(Loss) before Tax (9891) (2213.74)
Deferred Tax - 5607.63
Net Profit / (Loss) (9889) (7821.37)
1. PLANTS AND OPERATIONS
During the period under review, Company's both the plants viz, Durga
Cement Works (DCW) and Visakha Cement Works (VCW) commenced commercial
operations with effect from 1st December, 2014. However, due to some
pending minor balance works, the plants could not operate in full swing
during the period. CPP (30MW) project works were under progress and
nearing completion.
2. SHARE CAPITAL
The paid up equity share capital as at 30th June, 2015 is Rs. 293,52
lacs. During the period under review, your Company has not issued any
shares with differential rights, sweat equity shares and equity shares
under employees stock option scheme. Your Company has not bought back
its own shares during the period under review.
3. DIVIDEND
In view of the absence of sufficient net Profit during the period under
review, the Directors regret their inability to recommend any dividend.
4. DIRECTORATE AND KEY MANAGERIAL PERSONNEL
During the period under report the following changes took place in the
Board of the Company:
1. As already reported in the 75th Annual Report for the Financial
Year 2013-14, Shri Sujit Kumar Mandal, appointed as Managing Director
of the Company with effect from 11th August, 2014 and his appointment
was approved by the members in the 75th Annual General Meeting held on
30th September, 2014.
During the period under review, in view of the restrictions on the
maximum number of Directorships under the Companies Act, 2013, Shri
Manoj Gaur resigned as Director / Chairman of the Company w.e.f 9th
August, 2014. The Board places on record its appreciation for the
valuable contribution and leadership provided by Shri Manoj Gaur in
revival and rehabilitation of the plants of the Company. Shri K.N.
Bhandari, Independent Director has been elected as Chairman of the
Company w.e.f 11th August, 2014.
2. Shri Harish K. Vaid and Shri V.K Jain, Directors would retire by
rotation at the ensuing Annual General Meeting and, being eligible,
they offer themselves for re-appointment.
3. During the period under report, the Board Meet 6 times, the details
whereof are given in Report on Corporate Governance. The meetings of
Board of Directors were held on 26th May, 2014, 11th August, 2014, 30th
September, 2014, 12th November, 2014, 11th February, 2015 and 13th May,
2015.
4. All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
5. Pursuant to the provisions of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Board has carried out an annual
performance evaluation of its own performance, the Directors
individually as well as the evaluation of the Committees constituted by
it. The manner in which the formal annual evaluation has been carried
out has been explained in the Report on Corporate Governance.
6. Pursuant to the provisions of Section 203 of the Companies Act,
2013 read with Rule 8 & Rule 8A of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors has confirmed and noted Shri Sujit Kumar Mandal, Managing
Director & CEO, Shri A.K. Agrawal, CFO and Shri G. Tirupati Rao,
General Manager (Legal) & Company Secretary as Key Managerial Personnel
of the Company.
7. The Board has on the recommendation of the Nomination & Remuneration
Committee adopted a policy for selection and appointment of Directors,
Senior Management and their remuneration. Brief features of the said
Policy are:
a) Nomination and Remuneration Committee shall formulate the criteria
for determining qualifications, positive attributes and independence of
Director;
b) Nomination and Remuneration Committee shall identity persons who are
qualified to become Director and persons who may be appointed in Key
Managerial and Senior Management Position;
c) While selecting Independent Directors, the Nomination and
Remuneration Committee shall identity persons of integrity who possess
relevant expertise and experience required for the position;
d) Non-executive/Independent Director may receive remuneration by way
of sitting fees for attending meetings of Board or Committee thereof,
as amount as may be approved by the Board of Directors within the
limits prescribed under the Companies Act, 2013 and the rules made
there under, provided that the amount of such fees shall not exceed Rs.
One lac per meeting of the Board or Committee or such amount as may be
prescribed by the Central Government from time to time. The sitting fee
for Independent Directors and Women Directors shall not be less than
the sitting fee payable to other Directors;
e) An Independent Director shall not be entitled to any stock option of
the Company;
f) Other employees of the Company shall be paid remuneration as per the
Company's HR policies. The breakup of the pay scale and quantum of
perquisites including employer's contribution to PF, pension scheme,
medical expenses, etc. shall be as per the Company's HR Policy.
The Company shall reimburse actual expenditure incurred by the
Directors in the performance of their duties as per the rules and
policies of the Company.
Remuneration of other employees shall be reviewed/decided on an annual
basis or earlier if deemed necessary, based on performance appraisal of
individual employees taking into account several factors such as job
profile, qualifications, seniority, experience, commitment including
time commitment, performance and their roles and duties in the
organization.
g) The age, term of appointment and retirement of Managing
Director/Whole-time Director shall be determined in accordance with the
provisions of Companies Act, 2013 read with Rules made there under;
h) Managing Director/Whole-time Director and Key Managerial Personnel
shall be paid the remuneration within the overall limit prescribed
under the Companies Act, 2013 and the Rules made there under as
recommended by the Nomination and Remuneration Committee subject to the
approval of the Board;
i) The Company shall provide suitable training to Independent Directors
to familiarize them with the Company, their roles, rights,
responsibilities in the Company, nature of the Industry in which the
company operates, business model of the Company etc;
5. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. During the period, the Company had not entered into
any contract/ arrangement/transaction with related parties which could
be considered material in accordance with the policy of the Company on
materiality of related party transaction.
The policy on materiality of Related Party Transactions and dealing
with Related Party Transactions as approved by the Board may be
accessed on the Company's website at www.andhracements.com
The details of Related Party Transactions as required under Accounting
Standard  18 are provided in the accompanying financial statements
forming part of this Annual Report. Form AOC- 2 pursuant to Section 134
(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is set out as "Annexure-A" to this Report.
6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
7. AUDITORS
7.1 Statutory Auditors
As the members are aware in accordance with the provisions of Section
139 of the Companies Act, 2013 and the Rules made there under, M/s.
Chaturvedi & Parterns, Chartered Accountants (Firm Registration No.
307068E), were appointed as Statutory Auditors of the Company in the
last Annual General Meeting (AGM) for a period of Five consecutive
years till the conclusion of Eightieth AGM of the Company to be held in
the year 2019. The appointment of Statutory Auditors has to be
ratified at every AGM. The Statutory Auditors, being eligible, offer
themselves for re-appointment. The Company has obtained a written
consent and a certificate from the Statutory Auditors to the effect
that their reappointment, if made, would be in accordance with the
conditions as may be prescribed and they fulfill the criteria laid down
in Section 141 of the Companies Act, 2013.
Based on the recommendations of the Audit Committee, the Board has
recommended the ratification of appointment of M/s. Chaturvedi &
Patterns, Chartered Accountants as Statutory Auditors of the Company to
hold office till the conclusion of the Eightieth Annual General Meeting
to be held in the year 2019, subject to ratification of their
appointment in every AGM.
7.2 Cost Auditors
Since the production at both the plants of the Company had commenced
with effect from 1st December, 2014, Cost Auditor was not required to
be appointed to conduct the Cost Audit for the 15 months period ended
30th June, 2015. However, for the financial year 2015-16, the Company
is required to appoint Cost Auditors as per the provisions of the
Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014.
For the Financial Year 2015-16, the Board of Directors of the Company
have on the recommendation of Audit Committee, appointed M/s. J.K.
Kabra & Associates, Cost Auditors of the Company for auditing the Cost
Records relating to the product 'Cement' and the Resolution for
ratification of their remuneration has been included in the Notice for
ensuing Annual General Meeting.
7.3 Secretarial Audit
Secretarial Audit Report for the financial period ended 30th June,
2015, issued by M/S. Savita Jyoti Associates, Company Secretaries, in
form MR-3 forms part of this report and marked as
"Annexure-B".
The said report does not contain any qualification or observation
requiring explanation or comments from Board under section
134(3)(f)(ii) of the Companies Act, 2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board on the recommendations of
the Audit Committee, has appointed M/s. Savita Jyoti Associates, a frm
of Company Secretaries in Practice to undertake the Secretarial Audit
of the Company for the financial year ended 31st March, 2016.
7.4 Internal Auditor
The Board on the recommendations of the Audit Committee, has appointed
M/s. Lodha & Co., Chartered Accountants, as internal Auditors of the
Company for the financial year 2015-16.
8. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 134(3)(a) of the Companies Act,
2013, Extract of the Annual Return for the 15 months period ended 30th
June, 2015 made under provisions of Section 92(3) of the Act is
attached as "Annexure-C" which forms part of this Report.
9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the period under review, there were no Loans, Guarantees and
Investments made/given as per the provisions of Section 186 of the
Companies Act, 2013.
10. RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has formulated a Risk Management Policy. The Risk Management
Policy inter-alia:
a) define framework for identification, assessment, monitoring,
mitigation and reporting of risks.
b) ensures that all the current and future material risk exposures of
the Company are identified, assessed, quantified, appropriately
mitigated, minimized and managed i.e to ensure adequate systems for
risk management.
11. CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility (CSR) not
applicable to the Company, due to absence of required net
Profit/turnover.
12. MATERIAL CHANGES AND COMMITMENTS
In terms of Section 134(3) (i) of the Companies Act, 2013, except as
disclosed elsewhere in this report, no material changes and commitments
which could affect the Company's financial position have occurred
between the end of the 15 months period and date of this report.
13. CORPORATE GOVERNANCE
Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement are annexed and
form part of this Annual Report. A certificate from the Practicing
Company Secretary confirming compliance with the conditions of
Corporate Governance is also annexed.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, the Directors, based on the representation received from the
operating management, certification by CEO and CFO to the Board of
Directors and after due enquiry, confirm that in respect of the Audited
Annual Accounts for the 15 months period ended 30th June, 2015:
a) that in the preparation of the annual accounts, the applicable
accounting standards had been followed and that there were no material
departures;
b) that the Directors had, in consultation with the Statutory Auditors,
selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company for
the 15 months period ended 30th June, 2015 and the loss of the Company
for that period;
c) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) that the Directors had prepared the annual accounts on a going
concern basis;
e) that the Directors had laid proper internal financial controls to be
followed and that such internal financial controls were adequate and
were operating effectively; and
f) that Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws that such systems were adequate
and operating effectively.
15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has in terms of the provisions of Section 177(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board
and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement,
formulated Whistle Blower Policy and Vigil Mechanism for Directors and
employees under which protected disclosures can be made by a whistle
blower.
16. INTERNAL FINANCIAL CONTROL
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
year under review, no material or serious observation has been received
from the Internal Auditors of the Company for insufficiency or
inadequacy of such controls.
The information about internal financial controls is set out in the
Management Discussion & Analysis Report which forms part of this
Report.
17. DEPOSITS
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 ("the
Act") read with the Companies (Acceptance of Deposit) Rules, 2014
during the year under review. Hence, the details relating to deposits
as also requirement for furnishing of details of deposits which are not
in compliance with Chapter V of the Act is not applicable.
However, in accordance with the Modified Rehabilitation Scheme (MS-08),
the Company is settling the claims lodged by fixed deposit holders.
During the period No Fixed Deposit claims were settled.
18. REDEMPTION OF PREFERENCE SHARES
A sum of Rs.1.92 lacs towards redemption of Preference Shares remains
unclaimed. It has not been possible to locate the addresses of the
shareholders, despite notices being published in daily newspapers.
These are being paid as and when claimed. There is no liability for
dividend on these shares.
19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said Rules forms part of this Annual Report
and is provided as "Annexure- D (I)" in this report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided as "Annexure- D (II)" to this Report.
20. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134 of the
Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules,
2014, is annexed herewith as "Annexure-e".
21. ACKNOWLEDGEMENT
The Board places on record its sincere appreciation and gratitude to
various Departments and Undertakings of the Central Government, and
State Governments, Financial Institutions, Banks and other authorities
for their continued co-operation and support to the Company. The Board
sincerely acknowledges the faith and confidence reposed by the
Shareholders in the Company.
For and on behalf of the Board
K.N. BHANDARI
Place : Noida Chairman
Date : 28th August, 2015 [DIN: 00191219]
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the 75th Annual Report and
the Audited Accounts of your Company for the year ended 31st March
2014.
FINANCIAL Results
(Rs. in Lacs)
Current Year Previous Year
2013-14 2012-13
Gross Sales - -
Net Sales - -
Other Income 308.92 530.13
PBIDT (1175.83) (2645.76)
Finance Cost 788.48 620.63
Depreciation 249.43 136.23
Profit/(Loss) before (2213.74) (3402.62)
exceptional items
Profit/(Loss) before Tax (2213.74) (3402.62)
Deferred Tax 5607.63 (1334.16)
Net Profit/(Loss) (7821.37) (2068.46)
dividend
In view of the absence of operations during the period under review,
the Directors regret their inability to recommend any dividend.
SHARE CAPITAL
During the year under report, there was no change in the Paid-up Equity
Share Capital of the Company.
Thus, as on March 31, 2014 the Paid-up Capital of the Company stood at
Rs. 293,52,04,920/- divided in to 29,35,20,492 Equity Shares of Rs.
10/- each.
operations
During the year under review, Durga Cement Works (DCW) and Visakha
Cement Works (VCW) plants of the Company commenced trail run. However,
due to the power holiday imposed by the State Government, the plants
could not continue trail runs in full swing.
outlook
After taking over of management in February, 2012 by the new Promoters
(Jaypee Group) and infusion of funds, the work on revival of the Plant
operations started in its right earnest. The commercial production of
the Cement is expected to be commenced during the current Financial
Year. Thus, the future outlook for the Company is bright.
DIRECTORATE
During the year under Report, Shri B.K. Taparia ceased to be Director
of the Company w.e.f. 5th September, 2013, due to his untimely death in
an accident.
The Board places on record its appreciation for the invaluable
contribution of late Shri B.K. Taparia during his tenure as Director
and pays rich tributes to his humane qualities.
In view of the restrictions on the maximum number of Directorships
under the Companies Act, 2013, Shri Manoj Gaur resigned as
Director/Chairman of the Company w.e.f 9th August, 2014. The Board
places on record its appreciation for the valuable contribution and
leadership provided by Shri Manoj Gaur in revival and rehabilitation of
the plants of the Company.
Shri K. N. Bhandari, Independent Director has been elected as Chairman
of the Company w.e.f 11th August, 2014.
Shri Sujit Kumar Mandal, was co-opted on the Board as additional
Director and also appointed as Managing Director of the Company with
effect from 11th August, 2014. His appointment/confirmation as
Director/Managing Director has been included in the Notice convening
the ensuing Annual General Meeting.
Shri Pankaj Gaur and Shri Naveen Kumar Singh, Directors would retire by
rotation at the ensuing Annual General Meeting and, being eligible,
offer themselves for re- appointment.
In accordance with the provisions of Section 149 of the Companies Act,
2013 and Clause 49 of the Listing Agreement with the Stock Exchanges,
Shri K.N. Bhandari, Shri S.D.M. Nagpal, Shri R.K. Pandey and Shri Ravi
ndra Kumar Singh are proposed to be appointed as Independent Directors,
for a term of three consecutive years from 30th September, 2014 to 29th
September, 2017. The resolutions in respect of appointment of each of
such Independent Directors have been included in the notice convening
ensuing Annual General Meeting.
auditors
Statutory Auditors:
M/s. Chaturvedi & Partners, Chartered Accountants, Auditors of the
Company shall retire at the conclusion of the ensuing Annual General
Meeting (AGM) and, being eligible, offer themselves for re-appointment.
As required under the provisions of Section 139 of the Companies Act,
2013, the Company has obtained a written certificate from the Auditors
to the effect that their appointment, if made, would be in conformity
with the limits specified in Section 141 (3)(g) of the Companies Act,
2013 and they fulfill the criteria laid down under Section 141 of the
Companies Act, 2013.
Further, a Resolution has been included in the notice for ensuing AGM
for their appointment as Statutory Auditors of the Company for a
continuous period of 5 years, from the conclusion of this AGM till the
conclusion of 80th AGM of the Company to be held in the year 2019,
subject to ratification at every subsequent AGM.
The observations of the Auditors and the Notes on Financial Statement
are self explanatory. The observations of the Auditors'' Report are
further explained by the Management as follows:
Interest on borrowing has been capitalised and necessary
allocation/adjustment shall be carried out on completion of the project
and certain bills, claims relating to project supplies/services shall
also be accounted for on completion of documentation, negotiation, etc.
(with reference to the Note No. 36).
Cost Auditors:
Since the production at both the plants of the Company stood suspended
during the year under review, Cost Auditor had not been appointed to
conduct the Cost Audit for the financial year ended 31st March, 2014.
LISTING
All the shares of the Company are listed on National Stock Exchange of
India (NSE) and BSE Ltd. (BSE).
CORPORATE GOVERNANCE
A report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement are annexed and
form part of this Annual Report. A certificate from a Practicing
Company Secretary confirming compliance with the conditions of
Corporate Governance is also annexed.
DiRECTORS'' RESPONSiBiLiTY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Directors, based on the representation received from the
Operating Management, certification by the CFO to the Board of
Directors and after due enquiry, confirm in respect of the Audited
Annual Accounts for the year ended 31st March, 2014:
a. that in the preparation of the accounts in respect of the period
under report, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;
b. that they have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at the end of the reporting period and of the Loss for
the period ended 31st March 2014;
c. that they have taken proper and sufficient care for the maintenance
of adequate Accounting records in accordance with the provisions of the
Companies Act, 1956 for safe guarding the assets of the Company and for
preventing and detecting fraud and other irregularities, and
d. that the accounts have been prepared on a going concern basis.
REDEMPTION OF PREFERENCE SHARES
A sum of Rs.1.92 lacs towards redemption of Preference Shares remains
unclaimed. It has not been possible to locate the addresses of the
shareholders, despite notices being published in daily newspapers.
These are being paid as and when claimed. There is no liability for
dividend on these shares.
REPAYMENT OF FIXED DEPOSITS
In accordance with the Modified Rehabilitation Scheme (MS-08), the
Company is settling the claims lodged by fixed deposit holders. During
the period Fixed Deposit claims amounting to Rs. 0.38 lacs were
settled.
PARTICULARS OF EMPLOYEES
During the year under report, none of the employees was in receipt of
remuneration prescribed under section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
The information required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 with respect to those matters is
appended hereto and forms part of this Report.
EMPLOYEE RELATIONS
Employee relations continued to be cordial throughout the year. Your
Directors wish to place on record their sincere appreciation for the
excellent spirit with which the entire team of the Company worked at
all sites and other offices and achieved commendable progress.
ACKNOWLEDGEMENTS
Your Directors express their sincere Gratitude for the continued
support and guidance received by the Company from various State &
Central Government Authorities, Financial Institutions and Banks.
On behalf of the Board
Place : Noida K. N. BHANDARI
Date : 11th August, 2014 Chairman
Mar 31, 2013
To The Members''
The Directors have pleasure in presenting the 74th Annual Report and
the Audited Accounts of your Company for the year ended 31st March
2013.
FINANCIAL RESULTS (Rs in Lakhs)
Current Year Previous Period
2012-13 2011 - 12
(12 Months) (9 Months)
Gross Sales 3.40
Net Sales 2.78
Other Incom 530.13 228.19
PBIDT (2645.76) (2476.37)
Finance Cost 620.63 887.16
Depreciation 136.23 67.51
Profit/(Loss) before
exceptional items (3402.62) (3431.04)
Exceptional Items (Income) 5508.87
Profit/(Loss) before Tax (3402.62) 2077.83
Deferred Tax (1334.16) 1111.12
Net Profit / (Loss) (2068.46) 96.71
DIVIDEND
In view of the absence of operations during the period under review''
the Directors regret their inability to recommend any dividend.
SHARE CAPITAL
During the year under report'' there was no change in the Paid-up Equity
Share Capital of the Company.
Thus'' as on March 31''2013 the Paid-up Capital of the Company stood at
Rs. 293''52''04''920/- divided in to 293520492 Equity Shares of Rs. 10/-
each.
OPERATIONS
During the year under review'' Durga Cement Works (DCW) plant of the
Company was re- commenced its trail run operations on 6th October 2012
by lighting up the Kiln. Due to the power holiday imposed by the State
Government the plant operations were not continued in full swing.
The production activities at Visakha Cement Works (VCW) plant could not
be commenced during the period under review. However'' trial run would
be expected to commence from the month of May 2013.
OUTLOOK
After the taking over of management by the new Promoters and infusion
of funds by them'' the work on revival of the Plants started in its
right earnest. The commercial production of the Cement is expected to
be commenced during the current financial year. Thus'' the future
outlook for the Company is bright.
DIRECTORATE
During the period under report M/s IDFC Ltd has withdrawn nomination of
Shri Vinayak Mavinkurve as their nominee w.e.f 15.10.2012 and he ceased
to be Director of the Company.
Your Directors wish to place on record their appreciation for the
contribution made by Shri Vinayak Mavinkurve during his tenure on the
Board.
Shri K.N. Bhandari'' Shri S.D.M. Nagpal and Shri R.K. Pandey Directors
of the Company who retire by rotation and being eligible offer
themselves for re-appointment. Proposals for their re-appointment have
been included in the Notice of the Annual General Meeting for your
approval.
AUDITORS
Statutory Auditors:
M/s. Chaturvedi & Partners'' Chartered Accountants'' Auditors of the
Company shall retire at the conclusion of the ensuing Annual General
Meeting and'' being eligible'' offer themselves for re-appointment.
The observations of the Auditors and the Notes on Financial Statement
are self explanatory. The observations in para 4 of the Auditors''
Report are further explained by the Management as follows:
Since the production activities were suspended during the period and
there being limitation & constrains and non-availability of employees &
their support'' confirmation/verification'' reconciliation of various
assets and liabilities could not be carried out. These shall be carried
out upon resumption of normal production. Adjustments with respect to
advances'' debtors'' claims'' interest and other charges/expenses etc.
shall be accounted for after negotiation/settlement/finalisation of the
related matters. Interest on borrowing has been capitalised and
necessary allocation/adjustment shall be carried out on completion of
the project and certain bills'' claims relating to project
supplies/services shall also be accounted for on complete
documentation'' negotiation'' etc. In view of the proposed recommencement
of production and emerging certainty with respect to the profitability''
there would be sufficient taxable income to claim the deferred tax
credit'' as explained in the Note Nos. 36'' 38 and 39.
Cost Auditors:
Since the production at both the plants of the Company stood suspended
during the year under review'' Cost Auditor had not been appointed to
conduct the Cost Audit for the financial year ended 31st March'' 2013.
INSURANCE
During the period under review'' all the properties of the Company
including its buildings'' plant and machinery and stocks are adequately
insured.
LISTING
All the shares of the Company are listed on National Stock Exchange of
India (NSE) and BSE Ltd. (BSE).
CORPORATE GOVERNANCE
A report on Corporate Governance and Management Discussion & Analysis
Report'' in terms of Clause 49 of the Listing Agreement are annexed and
form part of this Annual Report. A certificate from a Practicing
Company Secretary confirming compliance with the conditions of
Corporate Governance is also annexed.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act''
1956'' the Directors'' based on the representation received from the
Operating Management'' certification by the CFO to the Board of
Directors and after due enquiry'' confirm in respect of the audited
annual accounts for the year ended 31st March'' 2013:
a. that in the preparation of the accounts in respect of the period
under report'' the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b. that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at the end of the reporting period and of the Loss for
the period ended 31st March 2013;
c. that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act'' 1956 for safe guarding the assets of the Company and for
preventing and detecting fraud and other irregularities'' and
d. that the accounts have been prepared on a going concern basis.
REDEMPTION OF PREFERENCE SHARES
A sum of Rs.1.92 lacs towards redemption of Preference Shares remains
unclaimed. It has not been possible to locate the addresses of the
shareholders'' despite notices being published in daily newspapers.
These are being paid as and when claimed. There is no liability for
dividend on these shares.
REPAYMENT OF FIXED DEPOSITS
In accordance with the Modified Rehabilitation Scheme (MS-08)'' the
Company is settling the claims lodged by fixed deposit holders. During
the period Fixed Deposit claims amounting to Rs. 0.28 lacs were
settled.
REDEMPTION OF DEBENTURES
In terms of MS-08'' Debentures amounting to Rs. 1.51 lacs were redeemed
during the period. An amount of Rs.193.80 lacs being balance of
principal remain unclaimed and deposited with bank'' under lien in
favour of Debenture Trustees (Canara Bank).
INVESTOR EDUCATION AND PROTECTION FUND
Repayment of the matured fixed deposits and debentures are covered by
the BIFR Sanctioned Scheme (MS-08).
PARTICULARS OF EMPLOYEES
A Statement showing the particulars of employees'' pursuant to section
217(2A) of the Companies Act'' 1956 read with the Companies (Particulars
of Employees) Rules 1975'' as amended'' is annexed and forms an integral
part of this Report.
CONSERVATION OF ENERGY'' TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
The information required under Section 217(1)(e) of the Companies Act''
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules'' 1988 with respect to those matters is
appended hereto and forms part of this Report.
EMPLOYEES RELATIONS
Employee relations continued to be cordial throughout the year. Your
Directors wish to place on record their sincere appreciation for the
excellent spirit with which the entire team of the Company worked at
all sites and other offices and achieved commendable progress.
ACKNOWLEDGEMENTS
Your Directors express their sincere gratitude for the continued
support and guidance received by the Company from various State &
Central Government Authorities'' Financial Institutions and Banks.
On behalf of the Board
Place : New Delhi MANOJ GAUR
Date : 27th April 2013 Chairman
Mar 31, 2012
To the Members,
The Directors have pleasure in presenting the 73rd Annual Report and
the Audited Accounts of your Company for the Nine months period i.e
from 1st July 2011 to 31st March 2012.
FINANCIAL RESULTS (Rs in Lakhs)
Current Period Previous Period
2011-12 2010-11
(9 Months) (15 Months)
Gross Sales 3.40 7091.45
Net Sales 2.78 6298.10
Other Income 228.19 314.47
PBIDT (2476.37) (1639.33)
Finance Cost 887.16 1330.94
Depreciation 67.51 127.94
Profity(Loss) before
exceptional items (3431.04) (3108.92)
Exceptional Items (Income) 5508.87 -
Profity(Loss) before Tax 2077.83 (3108.92)
Deferred Tax 1111.12 (648.84)
Net Profit / (Loss) 966.71 (2460.08)
DIVIDEND
Efforts are being made to revive the plants of the Company which were
lying closed.In the absence of operations during the period under
review, the Directors regret their inability to recommend any dividend.
OPERATIONS
During the period under review, both the plants remained shutdown and
non operational. The Durga Cement Works (DCW) plant of the Company was
in production primarily till the end of the first quarter of 2010 and
production at Visaka Cement Works (VCW) plant could not be continued
from the beginning of September, 2010. The production activities
remained suspended thereafter. Consequent to this, the Company faced
severe liquidity crisis leading to stoppage of supply of material and
services, disconnection of power and termination of agreement thereof;
non-payment of employee related costs, statutory and other obligations
thereby adversely affecting the business of the Company.
CHANGE IN MANAGEMENT
As stated above, the Company has been going through a severe financial
crisis and the production at its plants stood suspended. The revivial
and restructuring of the company's business required substantial
capital infusion. In order to overcome the situation, the erstwhile
Promoters decided to transfer their controlling stake in the Company
and entered into a Share Subscription and Share Purchase Agreement
(SSSPA) on 15th November, 2011 with Jaypee Development Corporation
Limited (JDCL), a wholly owned subsidiary of Jaypee Infra Ventures ( A
Private Company with Unlimited Liability), the companies belonging to
Jaypee Group. In terms of the SSSPA, the erstwhile Promoters agreed to
transfer 4,81,19,550 Equity Shares of the Company held by them to JDCL
in tranches @ Rs.12 per share. JDCL also agreed to subscribe for
14,75,00,000 Equity Shares of Rs.10 each of the Company at a premium of
Rs 2 per share aggregating to Rs.177 crores on preferential basis, the
proceeds whereof are being utilized for reviving the Plants.
The proposal of acquisition of Promoters' holding by and the
Preferential Allotment to JDCL triggered the obligation of the acquirer
to make the Open Offer to the existing shareholders of the Company.
Accordingly, an Open Offer was made by JDCL to the existing
shareholders to acquire upto 7,63,15,328 Equity Shares of the Company
representing 26% of the expanded paid up Equity Capital of the Company.
The offer remained open from 25th January, 2012 to 8th February, 2012.
Thus, during the year under report, JDCL acquired 14,75,00,000 Equity
Shares of the Company by way of Preferential Issue, purchased of
2,17,22,336 Equity Shares from erstwhile Promoters and 63,06,856 Equity
Shares through Open Offer. Consequently, as on 31st March, 2012 the
shareholding of JDCL in the Company stood at 17,55,29,192 Equity Shares
constituting 59.80% of the expanded capital base. With the acquisiton
of the above shares, JDCL also acquired the managing control over the
company and was categorised as Promoter with effect from 10th February,
2012. Accordingly, Andhra Cements Limited became a subsidiary of Jaypee
Development Corporation Limited and in turn, a subsidiary of Jaypee
Infra Ventures (A Private Company with Unlimited Liability) thus
becoming part of the Jaypee Group. Post 31st March, 2012, further
tranch of 4,84,160 Equity Shares has been transferred by the erstwhile
Promoters to JDCL in terms of the said SSSPA, leaving a balance of
2,59,13,054 Equity Shares yet to be transferred to JDCL.
OUTLOOK
After the taking over of management by the new Promoters and infusion
of funds by them, the work on revivial of the Plants started in its
right earnest. The production is expected to be resumed from September
/ October, 2012. Thus, the future outlook for the Company is bright.
CHANGES IN SHARE CAPITAL
During the year under report, the Company issued and allotted
14,75,00,000 equity shares of Rs 10/- each at a premium of Rs 21- per
shares on 10th February, 2012 aggregating to Rs. 177 crores to M/s.
Jaypee Development Corporation Limited (JDCL) on preferential issue as
per the Securities Exchange Board of India (Issue of Capital and
Disclosure Requirments) Regulations, 2009. Consequently the paid-up
capital of the Company stooc increased from Rs. 146,02,04,920/- to Rs.
293,52,04,920/-. There is no change in the paid-up capital of the
Company thereafter. The proceeds of the Issue are being utilized foi
the purpose for which it was made.
DIRECTORATE
During the period under report, Shri Amitava Mondal, submitted
resignation from the office of Directorship and ceased to be Director
of the Company w.e.f. 12.07.2011.
Shri J. Jayaraman, submitted resignation from the office of
Directorship and ceassa to be Director of the Company w.e.f.
07.10.2011.
Shri G.P. Goenka, Dr. A.L. Ananthanarayanan, Shri R.K. Bhargava and Dr.
Sushil Chandr; submitted resignations from their office of
Directorships and ceased to be Directors the Company w.e.f. 10.02.2012.
Your Directors wish to place on record their appreciation for their
contribution during their tenure on the Board.
Shri Vinayak Mavinkurve was nominated as Director by IDFC Ltd as their
Nominee w.e.f. 09.11.2011.
Shri Sain Ditta Mai Nagpai and Shri Radha Krishna Pandey were appointed
as Additional Directors w.e.f. 15.11.2011 and their appointment was
confirmed in the Annual General Meeting held on 30.12.2011.
Shri Manoj Gaur was appointed as Director of the Company in the casual
vacancy of Shri G P Goenka, Shri Pankaj Gaur was appointed in the
casual vacancy of Dr. A L Ananthanarayanan, Shri Naveen Kumar Singh was
appointed in the casual vacancy of Dr. Sushil Chandra and Shri Ravindra
Kumar Singh was appointed in the casual vacancy of Shri R K Bhargava,
w.e.f. 10.02.2012. The proposal for their appointment as Directors is
included in the notice for your approval.
Shri Harish K. Vaid and Shri Shailendra Gupta were appointed as
Additional Directors on the Board w.e.f 10.02.2012 and Shri B.K.
Taparia and Shri V.K. Jain were appointed as Additional Directors on
the Board w.e.f 18.05.2012. They will hold office till the date of
ensuing Annual General Meeting and are eligible for re-appointment.
Shri K.N. Bhandari and Shri S.D.M. Nagpai and Shri R.K. Pandey,
Directors of the Company who retire by rotation and being eligible
offer themselves for re-appointment. Proposals for their re-appointment
have been included in the Notice of the Annual General Meeting for your
approval.
AUDITORS
M/s. Lodha & Co, Chartered Accountants and M/s. Chaturvedi & Partners,
Chartered Accountants will retire at the ensuing Annual General
Meeting. While, M/s. Chaturvedi & Partners have expressed their
willingness to continue in the office, M/s Lodha & Co, have expressed
their unwillingness to continue as Auditors due to their other
assignments. Hence, the Board recommends appointment of M/s Chaturvedi
& Partners as Auditors of the Company till the conlcusion of next
Annual General Meeting. The proposed Auditors have furnished the
requisite certificate of eligibility under section 224 (1B) of the
Companies Act, 1956. Members are requested to approve the appointment
of the Auditors and to fix their remuneration.
The observations of the Auditors and the Notes on Financial Statement
are self explanatory. The observations in para 4 of the Auditors'
Report are further explained by the Management as follows:
Since the production activities were suspended during the period and
there being limitation & constrains and non-availability of employees &
their support, confirmation/verification, reconciliation of various
assets and liabilities could not be carried out. These shall be carried
;j! upon resumption of normal production. Adjustments with respect to
advances, claims, interest and other charges/expenses etc. shall be
accounted for after /settlement/finalisation of the related matters as
explained in Note no. 36(a) & (b). interest on borrowing has been
capitalised and necessary allocation/adjustment shai! be carried out on
completion of the project and certain bills, claims relating to project
supplies/services shall also be accounted for on complete
documentation, negotiation, etc, as explained in Note no. 38 (a) & (b).
In view of the proposed recommencement of production and emerging
certainty with respect to the profitability, there would be sufficient
taxable income to claim the deferred tax credit.
COST AUDITOR
Since the production at both the plants of the Company stood suspended
during the period under review. Cost Auditor had not been appointed to
conduct the Cost Audit for the nine months period i.e from 1st July
2011 to 31st March, 2012.
INSURANCE
During the period under review, all the properties of the Company
including its buildings, plant and machinery and stocks are adequately
insured.
LISTING
All the shares of the Company are listed on National Stock Exchange of
India (NSE) and BSE Ltd. (BSE).
CORPORATE GOVERNANCE
A report on Corporate Governance together with Management Discussion
and Analysis Reports and the certificate of compliance from Practicing
Company Secretary regarding compliance with clause 49 of the Listing
Agreement with the Stock Exchanges are attached to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Directors, based on the representation received from the
Operating Management, certification by the CFO to the Board of
Directors and after due enquiry, confirm in respect of the audited
annuaPaccounts for the period of 9 months ended 31st March, 2012:
a. that in the preparation of the accounts in respect of the period
under report, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b. that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at the end of the reporting period and of the Profit for
the period ended 31st March 2012;
c. that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe guarding the assets of the Company and for
preventing and detecting fraud and other irregularities, and
d. that the accounts have been prepared on a going concern basis.
REDEMPTION OF PREFERENCE SHARES
A sum of Rs.1.92 lacs towards redemption of Preference Shares remains
unclaimed. It has not been possible to locate the addresses of the
shareholders, despite notices being published in daily newspapers.
These are being paid as and when claimed. There is no liability for
dividend on these shares.
REPAYMENT OF FIXED DEPOSITS
In accordance with the Modified Rehabilitation Scheme (MS-08), the
Company is settling the claims lodged by fixed deposit holders. During
the period no claim has been received from the Fixed Deposit holders.
REDEMPTION OF DEBENTURES
In terms of MS-08, Debentures amounting to Rs. 0.74 lacs were redeemed
during the period. An amount of Rs.195.68 lacs being balance of
principal remain unclaimed and ' deposited with bank, under lien in
favour of Debenture Trustees (Canara Bank).
INVESTOR EDUCATION AND PROTECTION FUND
Repayment of the matured fixed deposits and debentures are covered by
the BIFR Sanctioned Scheme.
PARTICULARS OF EMPLOYEES
A statement showing the particulars of employees, pursuant to Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975, as amended, is annexed and forms an integral
part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
The information required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 with respect to those matters is
appended hereto and forms part of this Report.
EMPLOYEES RELATIONS
Employees' salaries, wages and other benefits which were in arrears
since July 2010 have been settled as per the terms of the memorandum of
settlement under Section 18(1) of Industrial Disputes Act, 1947 entered
on 6th March 2012 between the Company and Andhra Cement Company
Employees Union. Your Directors wish to place on record their
appreciation for the dedication and spirit with which the employees and
officers of the Company are working for revival of the Plants.
ACKNOWLEDGEMENTS
Your Directors express their sincere gratitude for the continued
support and guidance received by the Company from various State &
Central Government Authorities, Financial Institutions and Banks.
For and on behalf of the Board
Place : Noida MANOJ GAUR
Date : 18.05.2012 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the 71st Annual Report and
the Audited Accounts of your Company for the Financial Year ended 31st
March 2010.
FINANCIAL RESULTS (Rs in crores)
Current Year Previous Period
2009-10 2008-09
Gross Sales 323.27 415.89
Net Sales 294.57 369.06
PBTTD 12.28 54.95
Interest 5.66 6.61
Depreciation 1.23 1.11
Operating Profit 5.40 47.22
Extra-ordinary Income - 13.75
Deferred Tax (Liability)/Asset 42.29 (22.39)
Fringe Benefit Tax - 0.23
Net Profit ~ 47.69 38.36-
DMDEND
The earnings of the Company have been deployed for the up-gradation cum
expansion project to enhance the future profitability. Hence, your
Directors are unable to recommend any dividend on the shares for the
financial year ended 31st March 2010.
OPERATIONS
Production of cement was 10.12 lacs tones for the year as against
installed capacity of 14.22 lacs tones representing capacity
utilization of 71.17%. Shutdown was taken at clinker plant in end
October 2009 onwards for implementation of the project. This has
resulted in lower capacity utilization and lower turnover during the
year. There were many pending critical maintenance jobs, which were
carried out during the year along with plant up-gradation cum expansion
project.
PLANT UP-GRADATION CUM EXPANSION PROJECT
Your company has undertaken plant up-gradation cum expansion project to
increase the plant capacity from 1.42 mtpa to 3.50 mtpa and the same is
under progress. The project cost has been funded partly out of internal
accruals and partly through convertible / non- convertible debentures /
term loans from Housing Development Finance Corporation Ltd (HDFC) and
Industrial Development Finance Company Ltd (IDFC) and to the extent of
Rs. 15.55 crores by way of placemenLof equity warrants through
preferential issues. There were frequent disturbances in the State and
had adverse effect on the movement of materials / equipments, which
consequently led to delay in the impletion of the project. Shutdown at
DCW was taken end October 2009 for the erection and installation of
equipments to upgrade the clinker capacity. Clinker production has
since commenced and there are certain initial teething problems, which
are being rectified / attended to. The expansion project of DCW
expected to be completed during the current financial year and VCW
project thereafter. ë
OUTLOOK FOR CEMENT INDUSTRY
Outlook for the Cement Industry continues to be moderate in 2010.
Growth in the housing sector and infrastructure projects is likely to
provide support to the prices and hedge against any demand slowdown in
the near future. With the initiatives taken by the Gov- ernment of
India for infrastructure development, cement demand is expected to rise
further. The irrigation and housing projects being under taken by the
Government of Andhra Pradesh will further increase the demand in the
State.
The Company will, have the benefit of increased production from its
expansion project. Post completion of the project, there would be
improvement in operational efficiencies and cost reduction in all areas
of production/logistics. The Company continues its endeavor for the
sale of blended Cement having better margins. Blended Cement being
produced by using industrial waste thereby, protecting environment
also.
ALLOTMENT OF OCDs / NCDs/WARRANTS
The Company has issued and allotted the following securities on 9th
September, 2009 on preferential basis to fund the project:
15,00,000 - Secured Optionally Convertible Debentures (OCDs-A) of Rs.
100/
- each to HDFC and IDFC aggregating to Rs.15 crores
-. 15,00,000 - Secured Optionally Convertible Debentures (OCDs-B) of
Rs. 100/
- each to HDFC aggregating to Rs.15 crores
10,00,000 - Secured Non-convertible Debentures (NCDs) of Rs. 100/- each
to HDFC aggregating to Rs.iocrores
65,00,000 -Warrants of Rs. 23.93/- each to Echo Fiscal Services Pvt
Ltd, aggregating to Rs. 15.55 crores with a right to convert into fully
paid up equity shares
SHARE CAPITAL
On 6th February, 2010 your Company has allotted 65,00,000 equity shares
of Rs. 10/- each at a premium of Rs. 13.93 per share aggregating to Rs.
15.55 crores to M/s. Echo Fiscal Services Ltd, upon conversion of
wan-ants in to equity. The issue proceeds have been utilized for the
up-gradation cum expansion project of the Company.
Consequent to the above mentioned allotments, the subscribed and
paid-up share capital of the company has increased from Rs. 132.52
crores to Rs. 139.02 crores.
TERM LOANS
Your company has availed term loans of Rs.157.50 crores from HDFC and
Rs.162.50 crores IDFC for the purpose of xip-gradation cum expansion
project, which are being disbursed by them in a phased manner as per
the requirement for the project.
STATUSOFBIFR .
Your Company implemented the Rehabilitation Scheme (MS-08) and the
Honble BIFR discharged the Company from the purview of Sick Industrial
Companies (Special Provi- sions) Act, 1985 vide its Order dated 22nd
January 2010.
DIRECTORS
During the year under review the nomination of Shri Rakesh Kumar a
Special Director, was withdrawn by the Honble BIFR w.e.f 22.01.2010
and he ceased to be the Director of the Company. Your Directors wish to
place on record their sincere appreciation for the valuable services
rendered by him during his tenure.
Shri P. C. Nalwaya, submitted resignation from the office of Managing
Director / Director of the Company and he ceased to be Managing
Director / Director of the Company w.e.f. 26.03.2010.
Dr. Sushil Chandra, Shri G.P. Goenka and Dr. A.L. Ananthanarayanan,
Directors of the Company who retire by rotation and being eligible
offer themselves for re-appointment,
Shri P.K. Goyenka was inducted as Additional Director on the Board with
effect from 05.04.2010. He holds office till the date of Annual General
Meeting and is eligible for re- appointment. Further, he also appointed
as Executive Director of the Company with effect from 5,h April, 2010
to look after the day to day operations of the Company.
HEALTH, SAFETY AND ENVIRONMENT
Health, Safety and Environment aspects continued to be a priority area
for the Company. The Company conducts regular safety audits, appoints
consultants-and experts in the area of safety and implements the
recommendations after management discussions. The Company continues to
give consideration to environment and is maintaining a nursery -of tree
plantation activity for environment protection. The Company has taken
significant anti-pollution measures by installing bag filters and bag
house to control the pollution and has substantially reduce the impact
of industrial process Qn the environment.
AUDITORS
M/s. Lodha & Co, Chartered Accountants and M/s. Chaturvedi & Partners,
Chartered Accountants will retire at the ensuing Annual General
Meeting. M/s Lodha & Co, and M/s. Chaturvedi & Partners, Chartered
Accountants, expressed their willingness and eligibility to continue in
office, if appointed by the members as joint auditors for the current
year. The proposed auditors have furnished the requisite certificate
of eligibility under section 224 (1B) of the Companies Act, 1956.
Members are requested to appoint the Auditors and -to fix their
remuneration.
Auditors in their report on annual accounts for the year ended 31st
March, 2010 made the following qualification having a material impact
on the profit of the Company. The Companys reply to the said
qualification is as follows.
-The Company lodged various claims against Cement Regulation
Authority (CRA) which are far in excess of the amount due to CRA. The
Honble High Court of AP has upheld the Companys claim in one of such
cases. An amount of Rs. 165.03 lacs has been written back, as in the
opinion of the management there would not be any further liability in
this regard.
COST AUDITOR
Pursuant to the directives of the Central Government and provisions of
section 233 B of the Companies Act 1956, M/s Parankusam & Co. Cost
Auditors have been appointed to conduct the Cost Audit for the year
2009-10.
DISCLAIMER OF RESPONSIBILITY REGARDING ACCOUNTS
The Balance Sheet and Profit and Loss Account for the year 1991-92 to
1994-95 have been signed by the Directors of the reconstituted Board in
accordance with the BIFR Order dated 16.6.94. The present Directors do
not take any personal responsibility for any transactions arising out
of the same and of the said accounts as such, excepting to state that
these were prepared based on the books of accounts and papers available
and scrutinized by the Statutory Auditors. Signing and presentation of
accounts will not preclude the Company from disclaiming any
transactions that are found to be irregular or not in the bonafide
interests of the company.
INSURANCE
All the properties of the Company including its buildings, plant and
machinery and stocks are adequately insured.
CORPORATEGOVERNANCE
A report on Corporate Governance together with Management Discussion
and Analysis Reports and the certificate of compliance from the
Statutory Auditors of the Company confirming compliance with clause 49
of the Listing Agreement with the Stock Exchange are annexed to this
Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Direc- tors hereby confirm:
a. that in the preparation of the accounts in respect of the year
under report, the applicable accounting standards have been followed
along with proper ex- planation relating to material departures, if
any;
b. that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at the end of the financial year and of the profit of
the Company for the year ended 31st March, 2010;
c. that they have taken proper and sufficient care for the maintenance
of ad- equate accounting records in accordance with the provisions of
the Compa- nies Act 1956 for safe guarding the assets of the Company
and for preventing and detecting fraud and other irregularities, and
d. that the accounts have been prepared on a going concern basis.
REDEMPTION OF PREFERENCE SHARES
Preference Shares of par value of Rs. 1.94 lacs remain unclaimed. It
has not been possible to locate the addresses of the shareholders,
despite notices being published in daily newspapers. These are being
paid as and when claimed. There is no liability for dividend on these
shares. .
REPAYMENT OF FIXED DEPOSITS
In accordance with the Modified Rehabilitation Scheme (MS-08) the
Company is settling the claims lodged by fixed deposit holders. During
the year Fixed Deposits claims amount- ing to Rs. 0.36 lacs were
settled.
REDEMPTION OF DEBENTURES
In terms of MS-08, Debentures amounting to Rs. 0.88 lacs were redeemed
during the year. An amount of Rs. 197.22 lacs being balance unclaimed
principal remain and depos- ited with bank, under lien infavour of
Debenture Trustees.
INVESTOR EDUCATION AND PROTECTION FUND
As repayment of the matured fixed deposits and debentures are covered
by the BIFR Sanctioned Scheme, are not remained unclaimed and unpaid
for a period of seven years from the date they became due for payment,
and hence, no amounts were required to be transferred to the Investor
Education and Protection Fund.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
The information required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 with respect to those matters is
appended hereto and forms part of this Report. EMPLOYEES
æ Information in accordance with the provisions of Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars^
Employees) Rules, 1975 as amended, regarding employees is given in
Annexure to this Report.
ACKNOWLEDGEMENTS
Your Directors express their sincere gratitude for the continued
support and guidance received by the Company from the various State &
Central Governments Authorities and other regulatory agencies.
Your Directors would like to acknowledge the continued support and
co-operation ex- tended by Government of Andhra Pradesh, Financial
Institutions, Banks, Vendors, Dis- tributors, Dealers, valued Customers
and the Employees.
For and on behalf of the Board
P.K. Goyenka G P.Goenka
Executive Director Chairman
Place: New Delhi
Date : 28.05.2010