Mar 31, 2018
DIRECTORS'' REPORT
DEAR MEMBERS,
The Directors present the 44th Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31" March, 2018.
FINANCIAL HIGHLIGHTS
The highlights of the financial results for the Financial Year ended 31st March 2018 are given below.
(Rs, in Million)
Particulars |
Standalone |
Consolidated |
||
Current F.Y. (2017-18) |
Previous F.Y. (2016-17) |
Current F.Y. (2017-18) |
Previous F.Y. (2016-17) |
|
Revenue from Operation (Net of Excise) & Other Income |
5,478.61 |
4,459.83 |
5,533.73 |
4,406.04 |
Profit/(Loss) before Interest, Depreciation, Exceptional Items and Tax |
445.36 |
(212.38) |
499.86 |
(221.43) |
Finance Cost |
31.22 |
30.25 |
34.02 |
39.53 |
Profit/(Loss)before Depreciation, Exceptional Items and Tax |
414.14 |
(242.63) |
465.84 |
(260.96) |
Depreciation & Impairment |
95.06 |
93.89 |
95.06 |
93.89 |
Profit /(Loss) before Tax |
319.09 |
(336.52) |
370.79 |
(354.85) |
Current Tax Expense |
16.24 |
- |
18.55 |
0.03 |
Deferred Tax Adjustment |
(29.77) |
(15.11) |
(29.77) |
(16.04) |
Profit /(Loss) before share in profits of Associate |
332.62 |
(321.41) |
382.01 |
(338.84) |
Share in Profit of Associate |
- |
- |
67.28 |
28.46 |
Profit/(Loss) for the Year |
332.62 |
(321.41) |
449.29 |
(310.38) |
Total Other Comprehensive Income (net of tax) |
0.90 |
(3.16) |
(136.43) |
(2.22) |
Total Comprehensive Income |
333.52 |
(324.57) |
312.86 |
(312.60) |
Retained Earnings - Opening Balance |
1,902.25 |
2,226.82 |
2,070.35 |
2,384.11 |
Add/(Less): Profit/(Loss) for the Year |
332.62 |
(321.41) |
449.29 |
(310.38) |
Measurement of Defined Benefit Plans (Net of tax) |
0.90 |
(3.16) |
0.83 |
(3.38) |
Retained Earnings - Closing Balance |
2,235.77 |
1,902.25 |
2,520.47 |
2,070.35 |
THE YEAR UNDER REVIEW
The All India Cement Consumption increased by 6.3% in 2017-18, bouncing back from negative growth in the previous fiscal year 2016
17. The growth happened on the back of increased spend on roads and railways, push towards affordable housing by Central Government and materialization of pent up demand. The cumulative index of cement production increased by 5.7% in comparison to decline of 1.3% in previous year. The supply overhang continued in the Indian Cement industry during 2017-18 with capacity utilization of around 65%.
The demand for cement during the first half of the financial year 2017-18 was sluggish on account of after effects of demonetization and implementation of Goods and Service Tax (GST) from 1st July 2017. The adverse effect was more pronounced in housing and infrastructure segments. The cement sector''s growth in the second half of 2017-18 was mainly attributable towards the initiatives being undertaken by the government to boost the infrastructure sector by additional spending on the infrastructure facilities. Consequently the cement prices remained depressed in first half of the year but bounced back in second half.
Consumption of cement in our home market Gujarat increased by about 3%. The cement prices in Gujarat also increased and are at the levels prevailing in 2014-15.
The energy costs increased significantly worldwide resulting in substantial increase in the costs of coal, pet coke and diesel for transportation.
PERFORMANCE REVIEW
Your company continued to operate at over 100% capacity utilization and produced 1.29 million tons of clinker and 1.22 million tons of cement during the Financial Year. The overall dispatches of cement & clinker during the year ended March 2018 were 1.46 million tons approximately 2% higher than that in the previous year. There was a significant turnaround in profitability of your Company on account of
reduction in the raw material and power costs, optimization in logistics costs coupled with improved price realizations. During the Financial Year ended 31st March 2018, your Company earned a net profit of '' 332.62 million as against a net loss of '' 321.41 million in the previous financial year.
Marketing
Your Company''s major sales volumes is from the Gujarat region. However, due to the large surplus in the region, your Company continues to maintain a presence in coastal regions of Maharashtra and Kerala. The profitability of these markets remains low on account of high cost of transport and infrastructure.
NEW PROJECTS
During the year under review, the company has also commissioned its 5 MW Waste Heat Recovery Power Project (WHR) which will generated power from the process exhaust gases. Since this power plant does not consume any fossil fuel, the cost of power from WHR would be negligible which has helped the Company to reduce its cost of power. This will also result in substantial reduction in the carbon foot print of the company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report is provided in a separate section and forms a part of this Report as Annexure A.
CHANGES IN SHARE CAPITAL
The paid up Equity Share Capital of the company (including the forfeited shares) as on 31st of March 2018 is '' 862.07 million and there is no change in the capital.
FINANCIAL STATEMENTS
The Audited Standalone and Consolidated Financial Statements of the Company which forms part of this Annual Report has been prepared pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, in accordance with the provisions of the Companies Act, 2013 and Companies (Indian Accounting Standards) Rules, 2015 on Consolidated Financial Statements.
The Consolidated Net Profits of the Company amounted to '' 449.29 million for the Financial year ended 31st of March 2018. SUBSIDIARY AND ASSOCIATE COMPANIES
The Company has one subsidiary company.
Section 136 of the Companies Act, 2013 has exempted listed companies from attaching the financial statements of their Subsidiaries to the Annual Report of the Company.
In accordance with Section 129(3) of the Companies Act, 2013 read with the rules made thereunder; the statement containing the salient features of the Financial Statement of the Company''s subsidiary is disclosed separately in this Annual Report under Form AOC 1.
Your Company will make available the Annual Accounts of the subsidiary company to any Member on their request and shall also be kept open for inspection by any Member at the Registered office of the Company. The statement is also available at the website of the Company at http://gscl.mehtagroup.com/investors/financials.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013.
(a) that in the preparation of the annual financial statements for the year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;
(b) that the accounting policies as mentioned in Note No.1 to the Financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) that proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;
(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and
(f) that systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.
CORPORATE GOVERNANCE
Good Governance practices stem from the value system and philosophy of the organization and your Company is committed to meet the aspirations of all stakeholders. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and a certificate of Compliance from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended March 31, 2018 forms part of this Report. A declaration by CEO and CFO that Board and Senior Executives have confirmed compliance with the Code of Conduct of the Company also forms a part of the Report as Annexure B.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are in accordance with the approvals being granted by the Audit Committee, Board and the Members at the Annual General Meeting (as applicable). The other details as required under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 134 (3) of the Companies Act, 2013 are provided in the Corporate Governance Report.
The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain armâs length transactions under third proviso thereto is Annexed herewith at Annexure C in Form No. AOC -2.
CORPORATE SOCIAL RESPONSIBILITY
Your Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society around.
The Board of Directors have based on the recommendation of the Corporate Social Responsibility Committee, formulated a Corporate Social Responsibility Policy for welfare of the society.
The CSR policy outlining various areas of development viz. Health Care, Education, Sanitation, Ensuring environmental sustainability and Rural development projects was adopted by the Board and the same is available at the following link: http://gscl.mehtagroup.com/policy/ csr-policy.
During the year under review, your Company was not obliged to spend on the CSR activities under Section 135 of the Companies Act, 2013 on account of the carry forward losses. However, as a good Corporate Governance practice, your Company has undertaken certain CSR activities during the year. Your Company has been taking various initiatives in the villages in the immediate vicinity of plant locations. Your Company continues to provide medical aid, drinking water and quality education to the nearby habitants. The performance of the students in the school managed by the Company has been remarkable during the year.
Various CSR activities undertaken during Financial Year 2017-18 has been provided in The Management Discussion and Analysis report.
The annual report on CSR activities and expenditure required under Section 134 & 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014 and Rule 9 of the Companies (Account) Rules 2014 are given in Annexure D of the Report.
LOANS, GUARANTEES AND INVESTMENTS
During the year under review, there were no Loans given, Guarantees provided nor Investments made as is covered under the provisions of Section 186 of the Companies Act, 2013 and under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
RISK MANAGEMENT
A formal Risk Management System has been implemented on an Enterprise Risk Management (ERM) as a part of strengthening and institutionalizing the decision making process and monitoring the exposures that are faced by the Company.
Your Company has a robust risk assessment and management system wherein the risk is identified, minimized, deliberated and mitigated in lively manner. The risks are periodically reviewed and the major risks are reported to the Audit Committee and Board on quarterly basis.
INTERNAL FINANCIAL CONTROLS
In accordance with Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of Internal Financial Controls. Accordingly, the Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism.
The Company has already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity level policies, process and operating level standard operating procedures.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Re-appointment of Directors
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Hannah Chateau (DIN: 02390064) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Brief resume of the Director seeking re-appointment along with other details as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, is enclosed herewith as Annexure E.
The Board recommends the re-appointment.
Appointment / Change in Key Managerial Personnel:
During the year under review, there is no appointment / change in Key Managerial personnel.
Board Evaluation
In accordance with the provisions of the Companies Act, 201 3 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors evaluated the performance of the Board as a whole, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria.
The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Board functioning such as understanding of Board members of their roles & responsibilities, time devoted by the Board to Company''s long term strategic issues, quality & timeliness of Board information flow between Board members and management, Board''s effectiveness in disseminating of the information to the shareholders and in representing shareholder''s interest, Board information on industry trends & regulatory development and discharge of fiduciary duties of the Board.
Committee performance was evaluated on the basis of their effectiveness in carrying out the respective mandates.
The Board evaluated the effectiveness of its function and that of the committees and individual director by seeking their valuable inputs on various aspects of Board/Committee governance. Based upon various evaluation criteria, the Board and Independent Directors were of the view that the Board and Committee performance is in consonance of the standards / criteria being identified by Nomination & Remuneration Committee and the Independent Directors.
Declaration by Independent Directors
All the Independent Directors have furnished declarations stating that they meet the criteria of independence as laid down under Section 149
(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Appointment of Independent Directors
In accordance with the provisions of Section 149 sub-section 10 read along with sub-section 11 of the Companies Act, 2013; an independent director can be appointed for two consecutive term of 5 years each wherein a Special Resolution is required to be passed at the Members meeting for the second consecutive term.
The Board at its meeting held on 25th May 2018, on the recommendation of Nomination & Remuneration Committee had approved and recommended to the Members re-appointment of following Independent Directors for second consecutive term of five years at the ensuing Annual General Meeting. The details of the existing tenure and proposed tenure are provided hereunder:
Sr. No. |
Name of the Director |
Tenure ends on |
Re-appointment proposed |
|
From |
To |
|||
1. |
Mr. S.V.S. Raghavan |
31.3.2019 |
1.4.2019 |
31.3.2024 |
2. |
Mr. P. K. Behl |
31.3.2019 |
1.4.2019 |
31.3.2024 |
3. |
Mr. M. L. Tandon |
31.3.2019 |
1.4.2019 |
31.3.2024 |
4. |
Mr. Bimal Thakkar |
31.3.2019 |
1.4.2019 |
31.3.2024 |
5. |
Mr. M. N. Rao |
30.5.2019 |
31.5.2019 |
30.5.2024 |
6. |
Mr. K. N. Bhandari |
30.5.2019 |
31.5.2019 |
30.5.2024 |
7. |
Mrs. Bhagyam Ramani |
3.8.2019 |
4.8.2019 |
3.8.2024 |
Brief resume of Directors seeking re-appointment along with other details as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith as Annexure E.
AUDITORS
Statutory Auditors
M/s. Bansi S. Mehta & Co., Chartered Accountants, the Statutory Auditors of the Company, who were appointed to audit the accounts of the Company for the Financial Year 2017-18, hold office up to the conclusion of the ensuing Annual General Meeting.
In accordance with the provisions of Section 139(1) of the Companies Act, 2013 as amended by Companies (Amendment) Act, 2017, it is proposed to reappoint M/s. Bansi S. Mehta & Co, Chartered Accountants (Firm Registration no. 100991W) as Statutory Auditors of the Company to audit the accounts of the Company up to the Financial Year 2021-22 who shall hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of 48th Annual General Meeting at such remuneration as may be decided by the Board from time to time in consultation with the Auditors. As required under the provisions of the Companies Act, 2013, the Company has received written confirmation from M/s. Bansi S. Mehta & Co, Chartered Accountants that their appointment, if made, will be in conformity with the limits specified in the Section 143(1)(g) of the Companies Act, 2013.
Secretarial Auditors
M/s Ragini Chokshi & Co, Practicing Company Secretaries were appointed by the Board of Directors as the Secretarial Auditor of the Company to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2017-18. The report of the Secretarial Auditor is annexed as Annexure F to this report.
The Board of Directors of the Company on the recommendation of the Audit Committee appointed M/s. Ragini Chokshi & Co, Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2018-19.
Tax Auditors
The Board of Directors on the recommendation of the Audit Committee appointed M/s. Bansi S. Mehta & Co, Chartered Accountants to carry out the Tax Audit for the Assessment Year 2018-19.
Internal Auditors
The Board of Directors on the recommendation of the Audit Committee appointed M/s. Tushar J. Shah, Chartered Accountant, to carry out the Internal Audit of the Company for the Financial Year 2018-19.
Cost Auditors
In accordance with the provisions of Section 148 of the Companies Act, 2013 and on the recommendation of Audit Committee, M/s. M. Goyal & Co. Cost Accountants, have been appointed by the Board as Cost Auditor of the Company for the Financial Year 2018
19. Certificate of eligibility under Section 148 of the Companies Act, 2013 has also being received from him. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution for seeking Members ratification for the remuneration payable to M/s. M. Goyal & Co., Cost Auditor, is included at item no.4 of the Notice convening the Annual General Meeting.
OTHER DISCLOSURES UNDER COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULA TIONS 2015
Audit Committee
The Company has an Audit Committee and details of its constitution, terms of reference are set out in the Corporate Governance Report. Nomination & Remuneration Committee & Policy
The Company has a Nomination & Remuneration Committee and has also adopted Nomination & Remuneration Charter and Remuneration / Compensation Policy. The constitution of the committee along with the terms of reference to the committee are set out in the Corporate Governance Report. The Nomination and
Remuneration Charter and Compensation Policy is available at http://gscl.mehtagroup.com/ policy/nomination-and-remuneration-charter and http://gscl.mehtagroup.com/policy/compensation-policy
Vigil Mechanism
The Company has established a Vigil Mechanism / Whistle Blower Policy and the directors and employees of the Company can approach the Audit Committee when they suspect or observe unethical practices, malpractices, non-compliances of policies, etc.
Number of Board Meetings
During the year under review four meetings of the Board of Directors were held. The meetings were held on 24thday of May 2017, 14th day of September 2017, 10th day of November 2017 and 9th day of February 2018.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo.
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134 (3) of the Companies Act, 2013 are provided in Annexure G forming a part of this Report.
Annual Return
Pursuant to Section 92(3) and Section 134(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return in Form MGT-7 is available at the website of the Company at http://gscl.mehtagroup.com/investors/annualreturn.
Particulars of Employees
There were 409 permanent employees in the Company as on 31st March 2018. The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report at Annexure H.
Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and other details as required under Rule 5(3) of the aforesaid Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent. Further, the details are also available on the Company''s website: http://gscl.mehtagroup.com/investors.
Employee Stock Option Scheme
Nomination & Remuneration Committee and the Board of Directors at its meetings held on 24th May 2017 and the Members at the Annual General Meeting held on 25th July 2017 approved the introduction and implementation of Gujarat Side Employee Stock Option Scheme
2017 (hereinafter referred to as the "ESOS 2017â) to create and grant from time to time, in one or more tranches, not exceeding 86,15,385 (Eighty Six Lakh Fifteen Thousand Three Hundred Eighty Five) Employee Stock Options to or for the benefit of such person(s) who are in permanent employment of the Company, including any Director, whether whole time or otherwise, (other than Promoters of the Company, Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company), as may be decided under ESOS 2017, exercisable into not more than 86,15,385 (Eighty Six Lakh Fifteen Thousand Three Hundred Eighty Five) equity shares of face value of '' 10 (Rupees Ten) each fully paid-up, on such terms and in such manner as the Board may decide in accordance with the provisions of the applicable laws and the provisions of ESOS 2017.
Based upon the above authority, the Nomination and Remuneration Committee at its meeting held on 8th February 2018, approved grant of 36,47,779 (Thirty Six Lakh Forty Seven Thousand Seven Hundred Seventy Nine) options at an exercise price of '' 10/- per option to eligible employees of the Company as per the terms and conditions mentioned in ESOS 2017 to the permanent employees of the Company (including Managing Director) approved by the Members at the Annual General Meeting held on 25th July 2017.
The disclosures as required as per Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and as per SEBI Requirements are given below:
Options granted during the year |
36,47,779 |
Options vested during the year |
Nil |
Options Exercised |
Nil |
Total number of shares arising as a result of exercise of option |
Nil |
Options Lapsed |
Nil |
Exercise Price |
'' 10/- per option |
Option cancelled |
Nil |
Variation of terms of Option |
Subject to such approvals as may be required, the Nomination and Remuneration Committee may at any time amend, alter, or vary the terms of the ESOS 2017 and/ or terms of the Options already granted under the ESOS 2017 subject to the condition that such amendment, alteration, or variation, as the case may be is not detrimental to the interest of Employees. |
Money realized by exercise of options |
Options yet to be exercised. |
Total no. of options in force |
None of the options granted have vested. The number of options in force (Options granted) is 36,47,779 |
Employee wise details granted to Key Managerial Personnel
Name |
Designation |
Number of Options granted |
M. S. Gilotra |
Managing Director |
4,30,769 |
V. R. Mohnot |
CFO & Company Secretary |
7,14,093 |
Name |
Designation |
Number of Options granted |
M. S. Gilotra |
Managing Director |
4,30,769 |
V. R. Mohnot |
CFO & Company Secretary |
7,14,093 |
A. M. Fadia |
Director-Legal |
2,46,701 |
Dinesh Randad |
President - Works |
2,85,015 |
Randhir Singh |
Director - Marketing |
4,75,479 |
Employees to whom more than 5% options granted during the year:
Employees to whom options more than 1% of issued capital granted during the year - Nil
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressed) Acts, 2013
The Company has in place, a formal policy on Prohibition, Prevention and Redressed of Sexual Harassment of Women at Workplace. Detailed note is set out in the Corporate Governance report.
During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women at work place of the Company.
Other Disclosures:
No disclosure or reporting is made in respect of the following items as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 as there were no transactions during the year under review:
- Details relating to deposits covered under Chapter V of the Companies Act, 2013.
- Issue of equity shares with differential rights as to dividend, voting or otherwise.
- The company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
- The Managing Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.
- No material fraud has been reported by the Auditors to the Audit Committee or the Board.
- There was no revision in the financial statements.
- There was no change in the nature of business.
GENERAL Listing Of Equity Shares
The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed for Financial Year 2018 - 19.
Staff Relations
Industrial relations at our factory and offices remained cordial.
Secretarial Standards
In accordance with SS-1, the Company has complied with all applicable secretarial standards.
Awards
During the year under review, the Company has bagged Rattrap Vibhushan Award for major contribution in Pollution Control practices, Greenbelt development measures, Environmental training & awareness programmers, conservation of natural resources, Environmental Audits and System Implementation. The Company has been selected for Prestigious "18th Annual Genentech Environment Platinum Award 2018â by Genentech Foundation, New Delhi for outstanding work done in the field of Protecting Environment & Plantation.
Acknowledgement
The Directors thank the Central Government, Government of Gujarat, Financial Institutions, Bankers, Shareholders, Stockiest, Dealers and all other stakeholders associated with its operations for the co-operation and encouragement extended to the Company. The Board also takes this opportunity to express its sincere appreciation of the contribution and dedicated work of all the employees of the Company.
On behalf of the Board of Directors
Place : Mumbai M. S. Gilotra Jay Mehta
Dated : 25.5.2018 Managing Director Executive Vice Chairman
Mar 31, 2017
DIRECTORSâ REPORT
DEAR MEMBERS,
The Directors present the 43rd Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March, 2017.
FINANCIAL HIGHLIGHTS
The highlights of the financial results for the Financial Year ended 31st March 2017 are given below.
(Rs, in Millions)
Particulars |
Standalone |
Consolidated |
||
Current F.Y (2016-17) |
Previous F.Y (2015-16) |
Current F.Y. (2016-17) |
Previous F.Y (2015-16) |
|
Revenue from Operation (Net of Excise) & Other Income |
4436.03 |
4758.82 |
4450.29 |
4759.06 |
Profit/(Loss) before Interest, Depreciation, Exceptional Items and Tax |
(270.73) |
15.83 |
(261.11) |
15.86 |
Finance Cost |
32.14 |
46.76 |
41.41 |
56.99 |
Profit /(Loss) before Depreciation, Exceptional Items and Tax |
(302.87) |
(30.93) |
(302.52) |
(41.13) |
Depreciation & Impairment |
87.57 |
88.07 |
87.57 |
88.07 |
Exceptional Items |
- |
- |
- |
- |
Profit /(Loss) before Tax |
(390.44) |
(119.00) |
(390.09) |
(129.20) |
Tax Expense |
- |
- |
0.03 |
- |
Deferred Tax Adjustment |
- |
(46.76) |
- |
(46.76) |
Profit /(Loss) before share in profits of Associate of Subsidiary |
- |
- |
(390.12) |
(82.44) |
Share in Profit of Associate of Subsidiary |
- |
- |
19.72 |
89.82 |
Profit/(Loss) after Tax |
(390.44) |
(72.24) |
(370.40) |
7.38 |
Brought forward Profit/ (Loss) from earlier years |
216.45 |
288.69 |
397.50 |
390.12 |
Balance of Profit/(Loss) carried to Balance Sheet |
(173.99) |
216.45 |
27.10 |
397.50 |
THE YEAR UNDER REVIEW
The Indian cement industry registered a negative growth rate during the fiscal year 2016-17. The cumulative index of cement production (with a weightage of 2.41% in the Index of Industrial Production) during 2016-17 declined by 1.3 % first time in decade, as compared to 5 percent growth during the previous year.
Consumption growth of cement in our home market Gujarat remained almost stagnant with a marginal increase of around one percent. In spite of a comparatively better monsoon, the cement consumption was adversely affected due to inadequate investments in infrastructural projects and also due to the economic situation on account of demonetization in the second half of the year.
The manufacturing cost continued to be on the higher side owing to cost of available power, fuel and procurement of limestone from distant sources. The infrastructural constraints in rail and ports continue to adversely affect the economic transportation of cement to distant markets. The higher cost of manufacturing coupled with lower cement prices resulted in heavy losses during the year.
PERFORMANCE REVIEW Production and Sales
The production of clinker for the year ended March 2017 was 1.32 million tonnes, which is around 4 percent lower than the clinker production of 1.37 million tonnes for the previous year ended March 2016. In the month of November, clinker production was suspended for a week on account of higher clinker inventory.
The cement production for the year ended March 2017 is 1.33 million tonnes, which is around 4 percent higher than the cement production of 1.28 million tonnes for the previous year ended March 2016.
Additionally, clinker was sold in the local and export market and the overall sales (cement and clinker) is 1.43 million tonnes during the year ended March 2017, which is around 3 percent lower than the overall sale of 1.47 million tonnes in the previous year ended March 2016.
Export
The export of cement for the year ended March 2017 was 0.007 million tonnes as compared to 0.025 million tonnes in the previous year. The export market remained less viable with unremunerative prices and high cost of transportation to the available port.
Overall Performance
During the year under review, the Company continued to face hurdles from all corners. The overall sluggish markets post demonetization rising cost of production and other restrictions like stringent norms of power purchase, steep rise in the petcoke prices posed hardship on the Company. The lower cement prices, especially in the second half of the year, with higher cost of raw materials, fuel and transportation resulted in poor overall performance. However, the Company was able to utilize the surplus capacity by capturing the new markets in Kerala.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report is provided in a separate section and forms a part of this Report as Annexure A. CHANGES IN SHARE CAPITAL
The paid up Equity Share Capital of the Company (including the forfeited shares) as on 31st March 2017 is Rs, 8620.69 lacs and there is no change in the capital.
DIVIDEND
In view of the loss for the year, the Directors have not recommended any dividend for the Financial Year ended March 31, 2017.
INDIAN ACCOUNTING STANDARD (IND AS) - IFRS CONVERGED STANDARDS
The Ministry of Corporate Affairs vide its notification dated February 16, 2015 has notified the companies (Indian Accounting Standard) Rules, 2015.
In pursuance of this notification, the Company will adopt the same with effect from April 1, 2017. The Company has adequate systems in place to migrate to IND AS and to ensure proper reporting and accounting under IND AS.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Section 136 of the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21 âConsolidated Financial Statements'' issued by âThe Institute of Chartered Accountants of India''. The Audited Consolidated Financial Statements together with Auditors'' Report thereon form part of the Annual Report.
The Consolidated Net Loss of the Company (after the share in profit of the Associate of the Subsidiary) amounted to Rs, 3704.03 lacs for the Financial year ended 31st March 2017 as compared to a Net Profit of Rs, 73.81 lacs in the previous year.
SUBSIDIARY AND ASSOCIATE COMPANIES
The Company has one subsidiary Company.
Section 136 of the Companies Act 2013 has exempted listed companies from attaching the financial statements of their Subsidiaries to the Annual Report of the Company.
In accordance with Section 129(3) of the Companies Act 2013 read with the rules made there under; a statement containing the salient features of the Financial Statement of the Company''s subsidiary is disclosed separately in this Annual Report under Form AOC 1.
The Company will make available the Annual Accounts of the subsidiary Company to any member on their request and shall also be kept open for inspection by any member at the Registered office of the Company. The statement is also available at the website of the Company at http://gscl.mehtagroup.com/investors/financials.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013.
(a) that in the preparation of the annual financial statements for the year ended 31st March 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;
(b) that the accounting policies as mentioned in Note No.1 to the Financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) that proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;
(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and
(f) that systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and a certificate of Compliance from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended March 31, 2017 forms a part of this Report. A declaration by CEO and CFO that Board and senior members have complied with the Code of Conduct of the Company also forms a part of the Report as Annexure B.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is Annexed herewith at Annexure C in Form No. AOC -2.
CORPORATE SOCIAL RESPONSIBILITY
The Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society around.
The Board of Directors have based on the recommendation of the Corporate Social Responsibility committee, formulated a Corporate Social Responsibility Policy for welfare of the society.
The CSR policy outlining various areas of development viz. Health Care, Education, Sanitation, Ensuring environmental sustainability and Rural development projects was adopted by the Board and the same is available at the following link: http://gscl.mehtagroup.com/policy/ csr-policy.
During the year under review, despite of carry forward losses, the Company although was not obliged to spend on the CSR activities under Section 135 of the Companies Act, 2013 has undertaken certain CSR activities. The Company is being taking various initiatives in the villages in the immediate vicinity of plant locations. The Company continues to provide medical aid, drinking water and quality education to the nearby habitants. The performance of the students in the school managed by the Company has been remarkable during the year.
Various CSR activities undertaken during Financial Year 2016-17 has been provided in Management Discussion and Analysis report.
LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the Company has not granted any Loan, Guarantees or made Investments within the meaning of Section 186 of the Companies Act, 2013 and under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
RISK MANAGEMENT
A formal Risk Management System has been implemented on an Enterprise Risk Management (ERM) as a part of strengthening and institutionalizing the decision making process and monitoring the exposures that are faced by the Company.
Company has a robust risk assessment and management system wherein the risk is identified, minimized, deliberated and mitigated in lively manner. The risks are periodically reviewed and reported to the Audit Committee and Board on quarterly basis.
INTERNAL FINANCIAL CONTROLS
The Company has an internal control system commensurate with the size, scale and complexity of its operations. In order to enhance controls and governance standards, the Company has adopted Standard Operating Procedures, which ensure that robust internal financial controls exist in relation to operations, financial reporting and compliance. In addition the Internal Audit function monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance and operating systems, accounting procedures and policies at all locations. Periodical reports on the same are also presented to the Audit Committee.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Reappointment of Directors
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Venkatesh Mysore (DIN: 01401447) and Mr. Y K Vyas (DIN: 03420201) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. Brief resume of the Directors seeking re-appointment along with other details as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, are enclosed herewith as Annexure D.
The Board recommends the re appointment.
Appointment / Change in Key Managerial Personnel :
During the year under review, there is no appointment / change in Key Managerial personnel.
Board Evaluation
In accordance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors evaluated the performance of the Board as a whole, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria.
The Board evaluated the effectiveness of its function and that of the committees and individual director by seeking their valuable inputs on various aspects of Board/Committee governance. Based upon various evaluation criteria, the Board and Independent Directors were of the view that the Board and Committee performance is in consonance of the standards / criteria being identified by Nomination & Remuneration Committee and the Independent Directors.
Declaration by Independent Directors
All the Independent Directors have furnished declarations stating that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDITORS
Statutory Auditors
M/s. Manubhai & Shah LLP Chartered Accountants, the Statutory Auditors of the Company, who was reappointed to audit the accounts of the Company for the Financial Year 2016-17, hold office up to the conclusion of the ensuing Annual General Meeting and has completed their term of office in accordance with the provisions of Section 139(2) of the Companies Act, 2013.
It is proposed to appoint M/s. Bansi S. Mehta & Co, Chartered Accountants as Statutory Auditors of the Company to audit the accounts of the Company for the Financial Year 2017-18 who shall hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. As required under the provisions of the Companies Act, 2013, the Company has received written confirmation from M/s. Bansi S. Mehta & Co, Chartered Accountants that their appointment, if made, will be in conformity with the limits specified in the Section 143(1)(g) of the Companies Act, 2013.
Secretarial Auditors
M/s Ragini Chokshi & Company, Practicing Company Secretaries were appointed by the Board of Directors as the Secretarial Auditor of the Company to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2016 -17. The report of the Secretarial Auditor is annexed as Annexure E to this report.
The Board of Directors of the Company on the recommendation of the Audit Committee appointed M/s. Ragini Chokshi & Company, Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2017-18.
Tax Auditors
The Board of Directors on the recommendation of the Audit Committee appointed M/s. Manubhai & Shah LLP Chartered Accountants to carry out the Tax Audit for the Assessment Year 2017-18.
Internal Auditors
The Board of Directors on the recommendation of the Audit Committee appointed M/s. Haribhakti & Co LLP Chartered Accountants, to carry out the Internal Audit of the Company for the Financial Year 2017-18.
Cost Auditors
In accordance with the provisions of Section 148 of the Companies Act 2013, on the recommendation of Audit Committee, M/s. M. Goyal & Co. Cost Accountants, have been appointed by the Board as Cost Auditor of the Company for the Financial Year 2017-18. A Certificate of eligibility under Section 148 of the Companies Act, 2013 has been received. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution for seeking Members ratification for the remuneration payable to M/s. M. Goyal & Co., Cost Auditor, is included at item no.5 of the Notice convening the Annual General Meeting.
OTHER DISCLOSURES UNDER COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
Audit Committee
The Company has an Audit Committee and details of its constitution, terms of reference are set out in the Corporate Governance Report. Nomination & Remuneration Committee & Policy
The Company has a Nomination & Remuneration Committee and has also adopted a Remuneration Policy, the constitution of the committee along with the terms of reference to the committee are set out in the Corporate Governance Report.
Vigil Mechanism
The Company has established a Vigil Mechanism / Whistle Blower Policy and the directors and employees of the Company can approach the Audit Committee when they suspect or observe unethical practices, malpractices, non-compliances of policies, etc.
Number of Board Meetings
During the year under review four meetings of the Board of Directors were held. The meetings were held on 27th day of May 2016, 2nd day of August 2016, 25th day of October 2016 and 25th day of January 2017.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo.
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134 (3) of the Companies Act, 2013 are provided in Annexure F forming a part of this Report.
Extract of the Annual Return
The extract of the Annual Return in Form No. MGT - 9 forms a part of this report and is annexed as Annexure G.
Particulars of Employees
There were 424 permanent employees of the Company as on 31st March 2017. The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report at Annexure H.
Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and other details as required under Rule 5(3) of the aforesaid Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent. Further, the details are also available on the Company''s website: http://gscl.mehtagroup.com/investors.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Acts, 2013
The Company has in place, a formal policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace. Detailed note is set out in the Corporate Governance report.
During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women at work place of the Company.
Related Party Transactions
All related party transactions are in accordance with the approvals being granted by the Audit Committee. Board and the Members at the Annual General Meeting. The other details as required under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 134 (3) of the Companies Act, 2013 are mentioned in the Corporate Governance Report.
Other Disclosures:
No disclosure or reporting is made in respect of the following items as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 as there were no transactions during the year under review:
- Details relating to deposits covered under Chapter V of the Companies Act, 2013.
- Issue of equity shares with differential rights as to dividend, voting or otherwise.
- Issue of shares to the employees of the Company under any scheme (sweat equity or stock options).
- The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
- The Managing Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.
- No material fraud has been reported by the Auditors to the Audit Committee or the Board.
- There was no revision in the financial statements.
- There was no change in the nature of business.
GENERAL
Listing Of Equity Shares
The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed for Financial Year 2017 - 18.
Staff Relations
Industrial relations at our factory and offices remained cordial.
Awards
The Company always believes in sustainable development of society and protection of environment. The Company''s thrust in protecting environment in and around mines and plant operations by promoting Environmental training and aware programmes, conservation of natural resources and Safety management have been very well recognized by various accredited organizations. The Company has accordingly being conferred various awards as under :-
1. Rashtra Vibhushan Award 2017 towards Excellence in Environment Protection from Foundation for Accelerated Mass Empowerment:-
The foundation for Accelerated Mass Empowerment had organized awards for industries for their contribution in the field of Corporate Social Responsibility, Safety & Health, Environment protection. The Company had participated in second consecutive year and has successfully awarded Rashtra Vibhushan Award 2016-17 in Platinum Category for second consecutive time. The award has attracted 250 nominations across the country in various categories.
2. Environmental Excellence Award 2016 for Environmental protection in Platinum category from Foundation for Accelerated Mass Empowerment :-
The Company was evaluated on various credentials and practices like Pollution control, Greenbelt development measures, Environmental training & awareness programmes, conservation of natural resources, Environmental audits & system implementation and based on the standards and norms adopted by the Company in these areas, the Company has been awarded Environmental Excellence Award 2016 for Environmental Protection in Platinum Category.
3. Greentech Environment Award 2017 âGold Award in Cement Sectorâ from Greentech Foundation:-
The Greentech Foundation has been established in the year 2000 to promote education, training, research and dissemination of knowledge, advancing the scientific, technical and practical aspects of Environment protection, Human resources, CSR and Safety at work place. The Company was evaluated on various criterias like best pollution control practices, Greenbelt development measures, Environmental training & awareness programmes, conservation of natural resources, Environmental audits & system implementation and has been awarded Greentech Environment Award 2017 in Gold category in Cement sector.
4. Exceed Award-2017 for outstanding achievement in Environment Preservation from NGO âEk Kaam Desh Ke Naamâ:-
The Company bagged the Exceed Award 2017 in Platinum category for its outstanding efforts for preservation of environment and pollution control.
Acknowledgement
The Directors thank the Central Government, Government of Gujarat, Financial Institutions, Bankers, Shareholders, Stockists, Dealers and all other stakeholders associated with its operations for the co-operation and encouragement extended to the Company. The Board also takes this opportunity to express its sincere appreciation of the contribution and dedicated work of all the employees of the Company.
On behalf of the Board of Directors
Place : Mumbai M. S. Gilotra Jay Mehta
Dated : 24.5.2017 Managing Director Executive Vice Chairman
Mar 31, 2016
Dear Members,
The Directors present the 42nd Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March, 2016.
FINANCIAL RESULTS
The highlights of the financial results for the Financial Year ended 31st March 2016 are given below.
(Rs. in Million)
Particulars |
Standalone |
Consolidated |
||
Current F.Y. (2015-16) |
Previous F.Y. (2014-15) |
Current F.Y. (2015-16) |
Previous F.Y. (2014-15) |
|
Revenue from Operation & Other Income (Net of Excise) |
4758.82 |
4917.86 |
4759.06 |
4917.86 |
Profit before Interest, Depreciation & Exceptional Items |
11.87 |
159.58 |
11.90 |
158.97 |
Finance Cost |
42.80 |
47.21 |
53.03 |
48.81 |
Profit / (Loss) before Depreciation |
(30.93) |
112.37 |
(41.13) |
110.16 |
Depreciation & Impairment |
88.07 |
114.82 |
88.07 |
114.82 |
Exceptional Items |
0.00 |
(65.57) |
0.00 |
(65.57) |
Profit / (Loss) before Tax |
(119.00) |
(68.02) |
(129.19) |
(70.23) |
Tax Expense |
0.00 |
0.00 |
0.00 |
0.00 |
Deferred Tax Adjustment |
(46.76) |
(23.13) |
(46.76) |
(23.13) |
Profit / (Loss) before share in profits of Associate of Subsidiary |
0.00 |
0.00 |
(82.43) |
(47.10) |
Share in Profit of Associate of Subsidiary |
0.00 |
0.00 |
89.82 |
103.64 |
Profit / (Loss) after Tax |
(72.24) |
(44.89) |
7.39 |
56.55 |
Brought forward Profit / (Loss) from earlier years |
288.69 |
333.58 |
390.13 |
333.58 |
Balance of Profit / (Loss) carried to Balance Sheet |
216.45 |
288.69 |
397.52 |
390.13 |
THE YEAR UNDER REVIEW
The Indian economy and Cement Industry witnessed a slower growth in the last year. The cement production registered 4.6 percent growth during 2015-16 as compared to 5.6 percent during the previous year.
Consumption of cement in our home market Gujarat increased nominally by about 2.4 percent. Inadequate investments in infrastructural projects as well as poor rural demand due to poor monsoons affected cement consumption.
The global coal prices as well as the petcoke prices were lower than the previous year. Restrictions imposed in the energy exchange under Open Access, resulted in power cost escalations and increased the cost of manufacturing. The inordinate delay in the statutory approvals for the new lease area for captive mining of raw materials resulted in procurement of limestone from distant sources, which has further increased the manufacturing cost. The lower cement prices coupled with higher cost of production resulted in losses during the year.
PERFORMANCE REVIEW Production and Sales
The production of clinker for the year ended March 2016 was 1.37 million tonnes, 8 percent more than the clinker production of 1.27 million tonnes for the previous year ended March 2015.
The cement production for the year ended March 2016 was 1.28 million tonnes and is same as previous year ended March 2015. Additionally, clinker was sold in the local and export market and the overall sales (cement and clinker) was 1.47 million tonnes during the year ended March 2016, around 7 percent higher than the overall sale of 1.37 million tonnes in the previous year ended March 2015.
The plant production and sales were satisfactory as far as volumes go. However, higher cost of raw materials, electricity and transportation and lower cement prices caused poor financial performance.
Export
The export of cement for the year ended March 2016 was 0.025 million tonnes as compared to 0.064 million tonnes in the previous year. The export market remained less viable with un-remunerative prices and high cost of transportation to the available port.
CHANGES IN SHARE CAPITAL
The Paid up Equity Share Capital of the Company as on 1st April 2015 was Rs. 3615.39 lacs. During the year under review and in compliance with the order dated 6.12.2012 issued on 16.1.2013 by Honâble BIFR sanctioning rehabilitation scheme of the Company, M/s. Bhadra Textiles & Trading Private Limited, a Promoter company further infused '' 20 crores in the equity of the Company. Accordingly, M/s. Bhadra Textiles & Trading Private Limited is holding 58% of the Paid-up Equity Capital of the Company (including the forfeited shares) as on 31st March 2016 and has become Holding Company of the Company.
The paid up Equity Share Capital of the Company (including the forfeited shares) as on 31st March 2016 is Rs. 8620.69 lacs.
DIVIDEND
In view of the loss for the year, the Directors have not recommended any dividend for the Financial Year ended March 31, 2016.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis on the operations of the Company is provided in a separate section and forms a part of this Report as Annexure A.
INDIAN ACCOUNTING STANDARD (INDAS) - IFRS CONVERGED STANDARDS
The Ministry of Corporate Affairs pursuant to its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015.
In pursuance of this notification the company and its subsidiaries will adopt the same with effect from April 01, 2017.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Section 136 of the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21 âConsolidated Financial Statementsâ issued by âThe Institute of Chartered Accountants of Indiaâ. The Audited Consolidated Financial Statements together with Auditorsâ Report thereon form part of the Annual Report.
The Consolidated Profit of the Company (after the share in profit of the Associate of the Subsidiary) amounted to Rs. 73.90 lacs for the Financial year ended 31st March 2016 as compared to a Profit of Rs. 565.45 lacs in the previous year.
SUBSIDIARY AND ASSOCIATE COMPANIES
The Company has one subsidiary company.
Section 136 of the Companies Act 2013 has exempted listed companies from attaching the financial statements of their Subsidiaries to the Annual Report of the Company.
In accordance with Section 129(3) of the Companies Act, 2013 read with the rules made there under; a statement containing the salient features of the Financial Statement of the Companyâs subsidiary is disclosed separately in this Annual Report under Form AOC 1.
The Company will make available the Annual Accounts of the subsidiary company to any member on their request and shall also be kept open for inspection by any member at the Registered office of the Company. The statements also available at the website of the Company at http://gscl.mehtagroup.com/investors/financials.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013.
(a) that in the preparation of the annual financial statements for the year ended 31st March 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any;
(b) that the accounting policies as mentioned in Note No. 1 to the Financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) that proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;
(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and
(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
CORPORATE GOVERNANCE
A separate report in compliance with SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors form part of this Report as Annexure B.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 forms an integral part of this Report. Also a certificate of Compliance from the Auditors of the Company confirming compliance with the conditions of Corporate Governance forms a part of this Report. A declaration by CEO and CFO that Board and senior members have complied with the Code of Conduct of the Company also forms a part of the Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is Annexed herewith at Annexure C in Form No. AOC-2.
CORPORATE SOCIAL RESPONSIBILITY
The Company has been committed towards various social measures and has taken initiatives to cater to the needs of the society.
The Board of Directors have based on the recommendation of the committee, formulated a Corporate Social Responsibility Policy for welfare of the society. The policy is available at the following link : http://gscl.mehtagroup.com/policy/csr-policy.
The constitution and functions of the Corporate Social Responsibility Committee are provided under the Corporate Governance Report. The CSR Projects of the Company mainly focus on the following activities. These projects fall under Schedule VII of the Act.
Community Welfare Activities and Environment friendly initiatives
The Company strives to positively impact the lives of the communities around its areas of operation, minimize impact on the environment and address concerns of communities in a mutually beneficial manner. During the year under review, the Company has undertaken following activities in this regard.
- Installation of 10 units of solar street light in Vavdi village.
- Construction of bridge over Nala in Morasa village.
- Deepening & desalting of Pond in Chagiya village.
- Construction of boundary wall for crematorium in Vavdi village.
- Construction activity at Bhutada dada temple in Padhruka village.
- Plantation drive at Morasa Primary School with free supply of saplings to the school.
Health Care
The factory has a Health Care Center providing medical aid to the Companyâs employees and the family members, workers as well as patients from the nearby areas. During the year under review, the Company has undertaken following activities in this regard.
- Donation of new Ambulance for services to all the nearby villages.
- Gynecology & dental screening camp at Sidhee health center for nearby villagers.
- Medical camp for children of Padhruka village.
- Providing medical service for nearby villagers.
- Providing Emergency medical Ambulance for nearby villagers.
Education
The Company has a full fledged school affiliated with CBSE for the children of the employees and local people staying in nearby areas.
The total amount required to be spent under CSR for the Financial Year 2015-16 was Rs. 35.00 lacs against which the Company has spent Rs. 29.98 lacs.Rs. 5.02 lacs has been carried forward to be spent during the Financial Year 2016-17. The shortfall was due to certain projects under execution.
The CSR Policy statement and Report on the activities undertaken during the year is annexed to this Report as Annexure D.
RISK MANAGEMENT
A formal Risk Management System has been implemented on an Enterprise Risk Management (ERM) as a part of strengthening and institutionalizing the decision making process and monitoring the exposures that are faced by the Company.
Managing risk is a skill that is sought to be strengthened through this process and an effort at making decisions more consistent in a way that the business objectives are met most of the times. The ERM process seeks to provide greater confidence to the decision maker and thus enhance achievement of Objectives.
Pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee and has also adopted a Risk Management Policy. The constitution of the committee along with principles pertaining to the management of risk are set out in the Corporate Governance Report of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has an internal control system commensurate with the size, scale and complexity of its operations. In order to enhance controls and governance standards, the Company has adopted Standard Operating Procedures, which ensure that robust internal financial controls exist in relation to operations, financial reporting and compliance. In addition, the Internal Audit function monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance and operating systems, accounting procedures and policies at all locations. Periodical reports on the same are also presented to the Audit Committee.
DIRECTORS & KEY MANAGERIAL PERSONNEL Reappointment of Directors
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. M. N. Mehta (DIN: 00632865) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Brief resume of the Director seeking reappointment along with other details as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice for convening the Annual General Meeting.
The Board recommends there appointment.
Appointment / Change in Key Managerial Personnel :
During the year under review, Mr. Jay Mehta was reappointed as Executive Vice Chairman and Mr. M. S. Gilotra was reappointed as Managing Director for a further period of 5 years effective from 1.1.2016.
Board Evaluation
In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors evaluated the performance of the Board as a whole, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
Declaration by Independent Directors
All Independent Directors have furnished declarations stating that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDITORS Statutory Auditors
M/s. Manubhai & Shah LLP, Chartered Accountants (formerly M/s. Manubhai & Shah, Chartered Accountants), Ahmedabad, the Statutory Auditors of the Company, who hold office up to the conclusion of the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 2013, who are eligible for re-appointment are recommended for re-appointment to audit the Accounts of the Company for the Financial Year 2016-17. As required under the provisions of the Companies Act, 2013, the Company has received written confirmation from M/s. Manubhai & Shah LLP, Chartered Accountants that their appointment, if made, will be in conformity with the limits specified in the Section 141(3)(g) of the Companies Act, 2013.
Secretarial Auditors
M/s Ragini Chokshi & Co, Company Secretaries were appointed by the Board of Directors as the Secretarial Auditor of the Company to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2015 - 16. The report of the Secretarial Auditor is annexed as Annexure E to this report.
The Board of Directors of the Company on the recommendation of the Audit Committee appointed M/s. Ragini Chokshi & Co, Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2016-17.
Tax Auditors
The Board of Directors on the recommendation of the Audit Committee appointed M/s. Manubhai & Shah LLP, Chartered Accountants to carry out the Tax Audit for the Assessment Year 2016-17.
Internal Auditors
The Board of Directors on the recommendation of the Audit Committee appointed M/s. Haribhakti & Co. LLP, Chartered Accountants, to carry out the Internal Audit of the Company for the Financial Year 2016-17.
Cost Auditors
In accordance with the provisions of Section 148 of the Companies Act 2013, on the recommendation of Audit Committee, M/s. M. Goyal & Co. Cost Accountants, have been appointed by the Board as Cost Auditor of the Company for the Financial Year 2016-17. A certificate of eligibility under Section 148 of the Companies Act, 2013 has been received. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution for seeking Members ratification for the remuneration payable to M/s. M. Goyal & Co., Cost Auditor, is included at item no.4 of the Notice convening the Annual General Meeting.
OTHER DISCLOSURES UNDER COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Audit Committee
The Company has an Audit Committee and details of its constitution, terms of reference are set out in the Corporate Governance Report. Nomination & Remuneration Committee & Policy
The Company has a Nomination & Remuneration Committee and has also adopted a Nomination & Remuneration Charter and Remuneration / Compensation Policy. The constitution of the committee along with the terms of reference to the committee are set out in the Corporate Governance Report.
Vigil Mechanism
The Company has established a Vigil Mechanism / Whistle Blower Policy and the directors and employees of the Company can approach the Audit Committee when they suspect or observe unethical practices, malpractices, non-compliances of policies.
Number of Board Meetings
During the year under review five meetings of the Board of Directors were held on the 15th May, 2015, 10th August, 2015, 26th October, 2015, 1st February, 2016 and 7th March 2016.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo.
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134 (3) of the Companies Act, 2013 are provided in Annexure F forming a part of this Report.
Extract of the Annual Return
The extract of the Annual Return in Form No. MGT - 9 forms a part of this report and is annexed as Annexure G.
Particulars of Employees
The disclosures in terms of the provisions of Section 197 read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report as Annexure H.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
The Company has in place, a formal policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace. Detailed note is set out in the Corporate Governance report.
During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
Related Party Transactions
All related party transactions are on arms length basis at prevailing market prices. The other details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134 (3) of the Companies Act, 2013 are mentioned in the Corporate Governance Report.
Reporting of Fraud
The Auditors of the Company have not reported any fraud to Audit Committee as stipulated under the second proviso of Section 143(12) of the Companies Act, 2013.
GENERAL
Listing Of Equity Shares
The Companyâs equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed for Financial Year 2016-17.
Staff Relations
Industrial relations at our factory and offices remained cordial.
Deposits
The Company has not invited and / or accepted any deposits, during the year.
There are no deposits unpaid or unclaimed as at the end of the year.
Acknowledgement
The Directors wish to thank the Honâble Board for Industrial & Financial Reconstruction (BIFR), The Honâble Appellate Authority for Industrial & Financial Reconstruction (AAIFR), Central Government, Government of Gujarat, Gujarat Industrial & Investment Corporation Limited, Bankers, Shareholders, Employees, Stockiest, Dealers and all other stakeholders associated with its operations for the co-operation and encouragement extended to the Company.
On behalf of the Board of Directors
Place : Mumbai M.S. Gilotra Jay Mehta
Dated : 27.5.2016 Managing Director Executive Vice Chairman
Mar 31, 2015
Dear Members,
The Directors present the 41st Annual Report along with the Audited
Accounts and Auditors Report for the Financial Year ended 31st March,
2015.
FINANCIAL RESULTS
The highlights of the financial results for the Financial Year ended
31st March, 2015 are given below.
(Rs. in Million)
Particulars Standalone Consolidated
Current F.Y Previous FY Current F.Y Previous FY
(2014-15) (2013-14) (2014-2015) (2013-2014)
Sales & Other
Receipts (Net
of Excise) 4917.86 4179.19 4917.86 4179.19
Profit before
Interest and
Depreciation 149.26 110.66 148.64 110.66
Interest 36.89 29.96 38.48 29.96
Profit /(Loss)
before Depreciation 112.37 80.70 110.16 80.70
Depreciation 114.82 76.63 114.82 76.63
Exceptional Items (65.57) Nil (65.57) Nil
Profit /(Loss)
before Taxation (68.02) 4.07 (70.23) 4.07
Income Tax / Fringe
Benefit Tax /
Wealth tax Nil Nil Nil Nil
Deferred Tax
Adjustment (23.13) 31.31 (23.13) 31.31
Profit /(Loss)
after tax (44.89) (27.24) (47.10) (27.24)
Carried forward
Profit/ (Loss) of
earlier years 333.58 360.82 333.58 360.82
Balance of Profit/
(Loss) carried to
Balance Sheet 288.69 333.58 286.48 333.58
THE YEAR UNDER REVIEW
The economy and cement production showed signs of improvement. The
cement production during 2014-15 grew by about 5.6 percent as against
less than 4 percent during the previous year.
Similarly, consumption of cement in our home market of Gujarat
increased by about 6 percent resulting in improved sales and prices,
profitability as compared to the previous year. The international
prices of coal were lower than previous year. However the taxes by way
of Royalties on minerals, excise duties and sales tax continued to be
high and further increased in the budget of 2014-15. Additional Customs
duty and CVD was also imposed on coal imports.
The infrastructural constraints in rail and ports adversely affect the
economic transportation of cement to distant markets. Power cost
escalations resulted from the restrictions imposed in the energy
exchange under Open Access, increased the manufacturing cost. The
inordinate delay in the statutory approvals for the new lease area for
mining of raw materials resulted in procurement of limestone from
distant sources, which has further increased the manufacturing cost.
PERFORMANCE REVIEW
Production and sales
The production of clinker for the year ended March 2015 was 1.27
million tonnes, which is 9 percent more than the clinker production of
1.17 million tonnes for the previous year ended March 2014.
The cement production for the year ended March 2015 is 1.28 million
tonnes, which is 11 percent more than the cement production of 1.16
million tonnes for the previous year ended March 2014.
Additionally, clinker was sold in the local market and the overall
sales (cement and clinker) is 1.37 million tonnes during the year ended
March 2015, which is around 8 percent more than the overall sale of
1.27 million tonnes in the previous year ended March 2014.
The procurement of power from the energy exchange under Open Access was
restricted and the entire power was sourced from the state grid, which
has resulted in higher manufacturing cost. Change in the quality of
available limestone, necessitated procurement of limestone from other
sources, which escalated the manufacturing cost. The disruption of
plant operation due to closure of limestone mines for a brief period as
per the directives of the Ministry of Environment & Forest, higher raw
material cost, increase in the cost of power sourced from state grid
and the higher cost of delivery resulted in loss for the year.
Export
The export of cement for the year ended March 2015 was 0.064 million
tonnes as compared to 0.076 million tonnes in the previous year. The
export market remained less viable with un-remunerative prices and high
cost of transportation to the available port.
Fresh Infusion of Funds
Hon'ble BIFR while sanctioning rehabilitation scheme of the Company had
put the following condition vide its order dated 6.12.2012 issued on
16.1.2013.
Quote
Further equity infusion of Rs. 50 crore (in addition to Rs. 19.73 crore
already brought in) into the Company for funding of the Scheme by The
Mehta International Ltd., a promoter group Company, its shareholders /
its subsidiaries / other group companies / associates of promoters,
their relatives, friends, etc.
Unquote
In compliance with the said order, Bhadra Consultancy Private Limited,
a Promoter Company has invested Rs. 28.80 crores in March 2015 towards
purchase of 2,38,00,000 equity shares of the Company at par fully paid
up and 2,00,00,000 equity shares of the Company at Rs. 2.50 per share.
The Company has since allotted 4,38,00,000 equity shares to Bhadra
Consultancy Private Limited.
DIVIDEND
The Directors have not recommended any dividend for the Financial Year
ended March 31, 2015, in view of the loss for the year.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the
Company is provided in a separate section and forms a part of this
Report as annexure a.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Clause 32 of the Listing Agreement with the Stock
Exchange and Section 136 of the Companies Act, 2013, the Consolidated
Financial Statement has been prepared by the Company in accordance with
the requirements of Accounting Standard 21 'Consolidated Financial
Statements' issued by 'The Institute of Chartered Accountants of
India'. The Audited Consolidated Financial Statements together with
Auditors' Report thereon form part of the Annual Report.
The Consolidated Net Loss of the Company and its subsidiaries amounted
to Rs. 470.99 lacs for the Financial year ending 31st March, 2015 as
compared to a loss of Rs. 272.42 lacs in the previous year.
SUBSIDIARY COMPANIES
The Company has one subsidiary company.
Section 136 of the Companies Act, 2013 has exempted listed companies
from attaching the financial statements of their Subsidiaries to the
Annual Report of the company.
In accordance with Section 129(3) of the Companies Act, 2013 read with
the rules made thereunder; a statement containing the salient features
of the Financial Statement of the Company's subsidiary is disclosed
separately in this Annual Report under Form AOC 1.
The Company will make available the Annual Accounts of the subsidiary
company to any member on their request and shall also be kept open for
inspection by any member at the Registered office of the Company. The
statements are also available at the website of the company at
http://gscl-mehtagroup.com/investors/financials.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134 (3) (c) of the Companies
Act, 2013.
(a) that in the preparation of the annual financial statements for the
year ended 31st March, 2015, the applicable accounting standards had
been followed along with proper explanation relating to material
departures; if any;
(b) that the accounting policies as mentioned in Note No. 1 to the
Financial statements have been selected and applied consistently and
judgments and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit and loss of
the company for that period;
(c) that proper and sufficient care has been taken 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 annual financial statements have been prepared on a going
concern basis;
(e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
(f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
CORPORATE GOVERNANCE
A separate report on compliance with Clause 49 of the Listing Agreement
with the Stock Exchanges on Corporate Governance along with a
Certificates of Compliance from the Statutory Auditors forms a part of
this Report as annexure b.
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to Corporate Governance requirements set out by
SEBI. The report on Corporate Governance as stipulated under Clause 49
of the Listing Agreement forms an integral part of this Report. Also a
certificate of Compliance from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance forms a part of
this Report. A declaration by CEO and CFO that Board and senior
management have complied with the Code of Conduct of the Company also
forms a part of this Report.
RELATED PARTY TRANSACTIONS
All related party transactions are on arms length basis at prevailing
market prices. The other details as required under Clause 49 of the
Listing Agreement and Section 134(3) of the Companies Act, 2013 are
mentioned in the Corporate Governance Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto is Annexed herewith at
annexure C in Form No. AOC -2.
CORPORATE SOCIAL RESPONSIBILITY
The Company has been committed towards various social measures and has
taken initiatives to cater to the needs of the society. Pursuant to
introduction of Section 135 of the Companies Act, 2013 and the rules
made thereunder the Company has constituted a CSR committee.
The Board of Directors have based on the recommendation of the
committee, formulated a Corporate Social Responsibility Policy for
welfare of the society. The policy is available at the following link
http://gscl.mehtagroup.com/policy/csr-policy
Due to carry forward losses, the Company was not required to spend on
the Corporate Social Responsibility Activities under Section 135 of the
Companies Act, 2013.
The constitution and functions of the Corporate Social Responsibility
Committee are provided under the Corporate Governance Report.
Company has taken certain initiatives under Corporate Social
responsibility (though not required under Section 135 of the Companies
Act, 2013) and the same have been detailed under the Management
Discussion and Analysis Report.
RISK MANAGEMENT
A formal Risk Management System is being implemented on an Enterprise
Risk Management (ERM) as a part of strengthening and institutionalizing
the decision making process and monitoring the exposures that are faced
by the Company.
Managing Risk is a skill that is sought to be strengthened through this
process and an effort at making decisions more consistent in a way that
the business objectives are met most of the times. The ERM process
seeks to provide greater confidence to the decision maker and thus
enhance achievement of Objectives.
Pursuant to the requirements of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee and has also
adopted a Risk Management Policy. The constitution of the committee
along with principles pertaining to the management of risk are set out
in the Corporate Governance Report of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Appointment
During the year, Gujarat Industrial & Investment Corporation Limited
nominated Mr. Y K. Vyas (DIN: 03420201) as their Nominee on the Board
of the Company who was appointed as a Nominee Director with effect from
10.2.2015.
Cessation of Directors
Mr. Sanat Mehta (DIN: 00313385) and Dr. Kala S. Pant (DIN: 00003915)
ceases to be the Directors of the Company with effect from 9.6.2014 and
18.9.2014 respectively.
During the year, Gujarat Industrial & Investment Corporation Limited
withdrawn the nomination of Mr. A. B. Shah (DIN:00175496) as Director
from the Board of the Company. Accordingly, Mr. A. B. Shah ceases to be
Director with effect from 10.2.2015.
The Board has placed on record its appreciation for the contribution
made by Mr. Sanat Mehta, Dr. Kala S. Pant and Mr. A. B. Shah.
Reappointment of Directors
In accordance with the provisions of Section 152 of the Companies Act,
2013, Mr. Hemnabh Khatau (DIN: 02390064) will retire by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
reappointment. Brief resume of the Director seeking re-appointment
along with other details as stipulated under Clause 49 of the Listing
Agreement, are provided in the Notice for convening the Annual General
Meeting.
The Board of Directors at its meeting held on 15th May 2015, has
reappointed Mr. Jay Mehta as Executive Vice Chairman and Mr. M. S.
Gilotra as Managing Director for a further period of five years from
1st January 2016 to 31st December, 2020 and remuneration payable over a
period 3 years from 1st January, 2016 to 31st December, 2018, subject
to the approval of the Members and Central Government.
The resolutions seeking approval of the Members for the appointment and
remuneration of Mr. Jay Mehta and Mr. M. S. Gilotra have been
incorporated in the Notice of the forthcoming Annual General Meeting of
the Company along with brief details about them.
The Board recommends their re-appointments.
Board evaluation
In accordance with the provisions of the Companies Act, 2013 and Clause
49 of the Listing Agreement, the Board of Directors evaluated the
performance of the Board, having regard to various criteria such as
Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meetings, also evaluated the performance
of the Board as a whole based on various criteria. The Board and the
Independent Directors were of the unanimous view that performance of
the Board of Directors as a whole was satisfactory.
Declaration by Independent Directors
All Independent Directors have furnished declarations stating 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.
Appointment / Change in Key Management Personnel :
Mr. M. S. Gilotra, Managing Director of the Company was also designated
as Key Managerial Personnel with effect from 1st October, 2014.
Mrs. Anupama Pai resigned as the Company Secretary of the Company with
effect from 30th September, 2014.
Mr. V. R. Mohnot was appointed as Chief Financial Officer & Company
Secretary of the Company with effect from 1st October, 2014.
AUDITORS
Statutory auditors
M/s. Manubhai & Shah, Chartered Accountants, Ahmedabad, the Statutory
Auditors of the Company, who hold office upto the conclusion of the
ensuing Annual General Meeting in accordance with the provisions of the
Companies Act, 2013, who are eligible for re-appointment are
recommended for re-appointment to audit the Accounts of the Company for
the Financial Year 2015-16. As required under the provisions of the
Companies Act, 2013, the Company has received written confirmation from
M/s. Manubhai & Shah, Chartered Accountants that their appointment, if
made, will be in conformity with the limits specified in the Section
141(3)(g) of the Companies Act, 2013.
Secretarial auditors
M/s Ragini Chokshi & Company, Practicing Company Secretaries were
appointed by the Board of Directors as the Secretarial Auditor of the
Company to carry out Secretarial Audit under the provisions of Section
204 of the Companies Act, 2013 for the Financial Year 2014 - 15. The
report of the Secretarial Auditor is annexed as annexure D to this
report.
The Board of Directors of the Company on the recommendation of the
Audit Committee appointed M/s. Ragini Chokshi & Company, Practicing
Company Secretaries as Secretarial Auditor of the Company for the
Financial Year 2015-16.
Tax auditors
The Board of Directors on the recommendation of the Audit Committee
appointed M/s. Manubhai & Shah, Chartered Accountants to carry out the
Tax Audit for the Assessment Year 2015-16.
Internal auditors
The Board of Directors on the recommendation of the Audit Committee
appointed M/s. Haribhakti & Co.LLP Chartered Accountants, to carry out
the Internal Audit of the Company for the Financial Year 2015-16.
Cost auditors
In accordance with the provisions of Section 148 of the Companies Act
2013, M/s. M. Goyal & Co. Cost Accountants, have been appointed by the
Board as Cost Auditor of the Company for the Financial Year 2015-16. A
Certificates of eligibility under Section 148 of the Companies Act,
2013 has been received.
DISCLOSURES
Audit Committee
The Company has an Audit Committee and details of its constitution,
terms of reference are set out in the Corporate Governance Report.
Nomination & remuneration Committee & Policy
The Company has a Nomination & Remuneration Committee and has also
adopted a Remuneration Policy, the constitution of the committee along
with the terms of reference to the committee are set out in the
Corporate Governance Report.
Vigil Mechanism
The Company has established a Vigil Mechanism / Whistle Blower Policy
and the directors and employees of the Company can approach the Audit
Committee when they suspect or observe unethical practices,
malpractices, non-compliances of company policies.
Number of board Meetings
During the year under review, four meetings of the Board of Directors
were held on 30th May 2014, 4th August 2014, 5th November 2014 and 9th
February 2015.
Energy Conservation, Technology absorption and Foreign exchange
earnings and Outgo.
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 134 (3) of the Companies Act, 2013 are provided
in annexure e forming a part of this Report.
Extract of the annual return
The extract of the Annual Return in Form No. MGT - 9 forms a part of
this report and is annexed as annexure F.
Particulars of employees
The disclosures in terms of the provisions of Section 197 read with
rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 forms a part of this report as annexure g.
Disclosure under sexual Harassment of Women at Workplace (Prevention,
Prohibition & redressal) acts, 2013
The Company has in place, a formal policy on Prohibition, Prevention
and Redressal of Sexual Harassment of Women at Workplace. Detailed
note is set out in the Corporate Governance report.
There were no cases filed under this act during this financial year.
GENERAL
Listing Of equity shares
The Company's equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and National Stock Exchange of India Limited (NSE). The
Company has paid listing fees as prescribed for Financial Year 2015-16.
Staff relations
Industrial relations at our factory and offices remained cordial.
Deposits
The Company has not invited and/or accepted any deposits, during the
year.
There are no deposits unpaid or unclaimed as at the end of the year.
There has been no default in repayment of deposits or payment of
interest thereon during the year.
Acknowledgement
The Directors wish to thank the Hon'ble Board for Industrial &
Financial Reconstruction (BIFR), The Hon'ble Appellate Authority for
Industrial & Financial Reconstruction (AAIFR), Central Government,
Government of Gujarat, Gujarat Industrial & Investment Corporation
Limited, Bankers, Shareholders, Employees, Stockists, Dealers and all
other stakeholders associated with its operations for the co- operation
and encouragement extended to the Company.
On behalf of the Board of Directors
Place : Mumbai M. s. Gilotra Jay Mehta
Dated : 15.5.2015 Managing Director Executive Vice Chairman
Mar 31, 2014
Dear Members,
The Directors present the 40th Annual Report along with the Audited
Accounts and Auditors Report for the Financial Year ended 31st March,
2014.
FINANCIAL RESULTS
The highlights of the financial results for the Financial Year ended
31st March 2014 are given below.
(Rs.in Million)
Particulars Standalone
Financial Year Financial Year
2013-2014 2012-13
Sales & Other Receipts (Net of Excise) 4179.19 4532.83
Profit before Interest and Depreciation 110.66 575.18
Interest 29.96 17.16
Profit /(Loss) before Depreciation 80.70 558.02
Depreciation 76.63 65.28
Exceptional Items Nil 85.73
Profit /(Loss) before Taxation 4.07 578.48
Income Tax / Fringe Benefit Tax / Wealth tax Nil 175.36
Deferred Tax Adjustment 31.31 168.91
Profit /(Loss) after tax (27.24) 403.12
Carried forward Profit/ (Loss) of earlier years 360.82 (392.45)
Less: Adjusted against Share Capital Nil 392.45
Less: Proposed Dividend Nil 36.15
Less : Tax on Proposed Dividend Nil 6.15
Balance of Profit/(Loss) carried to Balance Sheet 333.58 360.82
Consolidated
Financial Year Financial Year
2013-2014 2012-13
Sales & Other Receipts (Net of Excise) 4179.79 --
Profit before Interest and Depreciation 110.66 --
Interest 29.96 --
Profit / Loss before Dereciation 80.70 --
Depreciation 76.63 --
Exceptional Item Nil --
Profit / Loss Before Taxation 4.07 --
Income Tax / Fringe Benefit Tax /Wealth Tax Nil --
Deferred Tax Adjustment 31.31 --
Profit / Loss After Tax (27.24) --
Carried forward Profit/ Loss of earlier years 360.82 --
Less Adjusted against share Capital Nil --
Less Proposed Dividend Nil --
Less Tax on Proposed Dividend Nil --
Blance of Profit / Loss carried to Balance sheet 333.58 --
THE YEAR UNDER REVIEW
The slowdown in the economy resulted in static growth rate for the
eight core industries (including cement, steel, fertilizer, oil, gas
etc.), which remained at around 3 percent during April 2013 to March
2014 similar to the previous year. The cumulative growth rate in cement
production was also on the lower side at around 3 percent compared to
around 6 percent in the previous year.
Cement consumption in Gujarat, our main market declined by 6 percent
over the previous year, which is all time low in the last six years.
The regular increase in diesel price, amounting to around 16 percent
during the year, resulted in higher cost of manufacturing as well as
cost of delivery for cement.
The decline in the consumption in our markets and the higher capacities
of cement in our region resulted in surplus availability of cement.
.This factor, coupled with the highly fragmented markets, resulted in
fluctuating cement prices and a significant drop in profits. The
availability of raw materials and the good industrial environment in
the State of Gujarat is likely to result in continued over supply in
the State. The infrastructural constraints in rail and ports adversely
affect the economic transportation of cement to distant markets. Energy
cost escalations, restrictions imposed in the energy exchange under
Open Access, increased cost of transportation and high incidence of
taxes will continue to challenge the Industry.
PERFORMANCE REVIEW
Production and Sales
The production of clinker for the year ended March 2014 was 1.17
million tonnes, which was 101 percent of the rated capacity of the
plant and is also more than clinker production of 1.15 million tonnes
for the year ended March 2013. In order to improve the ambient air
quality, new bag house was installed at a substantial cost with an
extended annual shutdown.
The cement production for the year ended March 2014 is 1.16 million
tonnes, which was lower than the cement production of 1.25 million
tonnes for the year ended March 2013. The lower cement production was
commensurate with cement sales and in order to compensate the lower
cement sales, clinker was sold in the local and export markets and the
overall (clinker cement) sales of 1.27 million tonnes which was more
than the overall sales of the previous year ended March 2013.
The procurement of power from the energy exchange under open access has
helped the Company in maintaining the energy cost to some extent. The
energy efficiency of the plant was adversely affected due to change in
the quality of the limestones.
The lower cement consumption in Gujarat, higher raw material and
freight cost, lower energy efficiency and the extended shutdown for
installation of new bag house with substantial capex resulted in lower
profitability.
Exports
The export of cement and clinker for the year ended March 2014 was 0.14
million tonnes as compared to 0.1 million tonnes in the previous year.
Due to large surplus in our domestic markets, the exports continued to
be a significant part of our revenues.
Dividend
The Directors have not recommended any dividend for the Financial Year
ended March 31, 2014, in view of the lower profits.
Public Deposits
The Company has not invited and / or accepted any deposits, during the
year.
Fresh Infusion of Funds
Hon''ble BIFR while sanctioning rehabilitation scheme of the Company had
put the following condition vide its order dated 6.12.2012 issued on
16.1.2013.
Quote
Further equity infusion of Rs.50 crore (in addition to Rs.19.73 crore
already brought in) into the Company for funding of the Scheme by The
Mehta International Ltd., a promoter group Company, its shareholders /
its subsidiaries / other group companies / associates of promoters,
their relatives, friends, etc.
Unquote
In compliance with the said order, Bhadra Consultancy Private Limited,
a Promoter Company has invested Rs.5 crores in March 2014 towards
purchase of 50,00,000 equity shares of the Company at par. The Company
has since allotted 50,00,000 equity shares to Bhadra Consultancy
Private Limited.
Subsidiary & Consolidated Financial Statement
During the last quarter of the year, the Company has acquired 100
percent shares in Villa Trading Company Private Limited (VTCPL) and
thus VTCPL has become wholly owned subsidiary of the Company.
As required under Clause 32 of the Listing Agreement with the Stock
Exchange, the Consolidated Financial Statement has been prepared by the
Company in accordance with the requirements of Accounting Standard 21
''Consolidated Financial Statements'' issued by ''The Institute of
Chartered Accountants of India''. The Audited Consolidated Financial
Statements together with Auditors'' Report thereon form part of the
Annual Report.
Section 212 of the Companies Act, 1956 requires the Company to attach
the directors'' report, balance sheet, and profit and loss accounts of
the subsidiary company. The Ministry of Corporate Affairs, Government
of India vide its circular no.2/2011 dated 8.2.2011 has granted a
general exemption from complying with Section 212 (1) of the said Act.
Accordingly, the Annual Report does not contain the financial statement
of the subsidiary company. The financial information of the subsidiary
company as required by the said circular, is disclosed separately in
this Annual Report. The statements of Company''s interest in the
subsidiary as at March 31, 2014 prepared in accordance with the
provisions of Section 212 of the said Act, are also attached with this
Annual Report.
The Company will make available the Annual Accounts of the subsidiary
company to any member on their request and shall also be kept open for
inspection by any member at the Registered Office of the Company.
Directors
Reappointment of Directors
In accordance with the provisions of Section 152 of the Companies Act,
2013, Mr. Hemnabh Khatau and Mr. M. N. Mehta retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
reappointment.
Appointment of Additional Directors
Ms. Juhi Chawla has been appointed as Additional Director pursuant to
Section 161 of the Companies Act, 2013 and Articles 107(a) of the
Articles of Association of the Company. She holds office upto the date
of this ensuing Annual General Meeting and offers herself for
appointment as Director.
In furtherance to the objective of induction of professional and
Independent Directors on the Board and also mandated by Companies Act,
2013 and Corporate Governance requirements, Mr. M. N.Rao, Mr. K. N.
Bhandari and Mrs. Bhagyam Ramani were appointed as Additional Directors
as Independent Directors on the Board of Directors of the Company, who
hold office upto the date of the ensuing Annual General Meeting and are
eligible for appointment as such.
The Company has received requisite notice(s) from the Member(s)
proposing the candidatures of above mentioned Directors for appointment
as Directors of the Company.
Appointment of Independent Directors
Pursuant to the provisions of Section 149, 152 read with Schedule IV
and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modifications or re-enactment thereof for the
time being in force) and Clause 49 of the Listing Agreement, the
Independent Directors proposed to be appointed are eligible to hold
office for 5 (five) consecutive years. Accordingly, Mr. S. V. S.
Raghavan, Mr. P. K. Behl, Mr. M. L.Tandon, Mr. Bimal Thakkar, Mr. M. N.
Rao, Mr. K. N. Bhandari and Mrs. Bhagyam Ramani are being appointed as
Independent Directors at the ensuing Annual General Meeting for a term
of five consecutive years on a non-rotational basis.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under Section 149 (6) of the Companies
Act, 2013 and under Clause 49 of the Listing Agreement with the Stock
Exchanges.
Brief resume of Directors seeking appointment / re-appointment along
with other details as stipulated under Clause 49 of the Listing
Agreement, are provided in the Notice for convening the Annual General
Meeting.
The Directors recommend their re-appointment / appointment.
Listing of Equity Shares
The Company''s equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and National Stock Exchange of India Limited (NSE). The
Company has paid listing fees as prescribed for Financial Year 2014-15.
Auditors
M/s. Manubhai & Shah., Chartered Accountants, Ahmedabad, the Statutory
Auditors of the Company, who hold office upto the conclusion of the
ensuing Annual General Meeting in accordance with the provisions of the
Companies Act, 1956, who are eligible for re-appointment are
recommended for re-appointment to audit the Accounts of the Company for
the Financial Year 2014-15. As required under the provisions of the
Companies Act, 2013, the Company has received written confirmation from
M/s. Manubhai & Shah that their appointment, if made, will be in
conformity with the limits specified in the Section 141(3)(g) of the
Companies Act, 2013.
The Audit Committee of the Board has recommended their re-appointment,
the necessary Resolution is placed before the Shareholders for their
approval.
Cost Auditors
In pursuance to Order No.52/56/CAB-2010 dated 30th June 2011 issued
under Section 233-B of the Companies Act, 1956, M/s. M. Goyal & Co.,
Cost Accountants, have been appointed by the Board as Cost Auditor of
the Company for the Financial Year 2014-15. Certificate of eligibility
under Section 148 of the Companies Act, 2013 has been received.
Internal Audit
The Board of Directors on the recommendation of the Audit Committee
appointed M/s. Haribhakti & Co., Chartered Accountants, to carry out
the Internal Audit of the Company for the Financial Year 2014-15.
Tax Audit
The Board of Directors on the recommendation of the Audit Committee
appointed M/s. Manubhai & Shah., Chartered Accountants to carry out the
Tax Audit for the Assessment Year 2014-15.
Particulars of Employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956 and the Companies (Particulars of Employees) Rules, 1975 names and
other particulars of the employees are required to be set out in the
Annexure to this Report. However, as per the provisions of Section
219(1)(b)(iv) of the Companies Act, 1956 the Report and Annual Accounts
of the Company sent to the shareholders do not contain the said
Annexure. Any shareholders desirous of obtaining a copy of the said
Annexure may write to the Company Secretary at the Registered Office of
the Company.
Industrial Relations
Industrial relations at our factory and offices remained cordial.
Energy conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo.
As required under Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors'') Rules 1988 the relevant particulars are enclosed herewith
in Annexure 1, forming part of the Report.
Corporate Governance
A separate report on compliance with Clause 49 of the Listing Agreement
with the Stock Exchanges on Corporate Governance along with a
Certificate of Compliance from the Statutory Auditors forms part of
this Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report is provided in a separate
section and forms part of this Report.
Directors'' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
- These statements have been prepared in conformity with generally
accepted accounting principles and appropriate accounting standards,
judgements and estimates are reasonable and prudent.
- The accounting policies selected and applied consistently give a true
and fair view of the financial statements.
- The Company has implemented internal controls to provide reasonable
assurances of the reliability of its financial records, proper
safeguarding and use of its assets and detection of frauds and
irregularities. Such controls are based on established policies and
procedures and are implemented by trained, skilled and qualified
personnel with an appropriate segregation of duties. The Company''s
internal auditors conduct regular internal audits, which complement the
internal controls.
- The annual accounts have been prepared on a going concern basis.
Acknowledgement
The Directors wish to thank the Hon''ble Board for Industrial &
Financial Reconstruction (BIFR), The Hon''ble Appellate Authority for
Industrial & Financial Reconstruction (AAIFR), Central Government,
Government of Gujarat, Gujarat Industrial & Investment Corporation
Limited, Financial Institutions, Bankers, Shareholders, Employees,
Stockists, Dealers and all other stakeholders associated with its
operations for the co-operation and encouragement extended to the
Company.
On behalf of the Board of Directors
M.S.Gilotra Jay Mehta
Managing Director Executive Vice Chairman
Place : Mumbai
Dated : May 31, 2014
Mar 31, 2013
Dear Members,
The Directors present the 39th Annual Report along with the Audited
Accounts and Auditors Report for the financial year ended 31st March,
2013.
FINANCIAL RESULTS
The highlights of the financial results for the Financial Year ended
31st March 2013 are given below.
(Rs. in Million)
Current
Financial
Year Previous
Financial Year
(2012-2013) (2011-2012)
Sales & Other Receipts (Net of
Excise) 4532.83 4439.20
Profit before Interest and
Depreciation 575.19 206.93
Interest 17.16 28.61
Profit /(Loss) before
Depreciation 558.03 178.32
Depreciation 65.28 61.38
Exceptional Items 85.73
Profit /(Loss) before Taxation 578.48 116.94
Net Current Tax after adjustment
of MAT Credit entitlement 6.45
Deferred Tax Adjustment 168.91 61.78
Profit /(Loss) after tax 403.12 55.16
Carried forward Loss of earlier
years (392.45) (447.61)
Less: Adjusted against Share
Capital 392.45
Less: Proposed Dividend 36.15
Less: Tax on Proposed Dividend 6.15
Balance of Profit/(Loss) carried
to Balance Sheet 360.821 (392.45)
THE YEAR UNDER REVIEW
The slowdown in the economy resulted in an overall average growth rate
of the eight core industries (including cement, steel, fertilizer, oil,
gas etc.) during April, 2012 to March, 2013 to 2.6 percent from 5
percent for the same period previous year. The cement production still
grew at 5.6 percent, even though it was lower than the average growth
in the previous years.
Cement consumption in Gujarat registered a 5 percent growth over the
previous year, which although lower than the average annual growth rate
of around 9 percent during the. previous five-year period, is better
than many other regions of the country. The consumption growth could
have been better, but for delayed & deficient monsoons. The State
received only 73 percent of the normal average rainfall and the
Saurashtra region is the worst affected with rainfall of 57 percent of
the normal.
The abnormal increase in the price of diesel, by around 15 percent, had
a cascading effect on the manufacturing cost as well as cost of
delivery for cement. The increase in rail freights (varying between 11
to 25 percent) also adversely affected the cost of delivering cement to
customers. The increase in excise duty by 2 percent was an additional
burden on the industry.
The slow economic growth resulted in better availability of power and
the lower prices prevailing in the energy exchange under Open Access
gave an opportunity to reduce the cost of power, resulting in better
profits.
Better prices in local markets and higher volumes and realisation from
exports helped improve profitability.
PERFORMANCE REVIEW Production and Sales
The production of clinker and cement for the year ended March 2013 was
1.15 million tonnes and 1.25 million tonnes, which is 101 percent and
104 percent of the rated capacity of the plant. However, the clinker
and cement production is lower than the previous year, as extended
stoppage of kiln was taken for specific modifications in order to
improve the long-term reliability of the machinery.
The cost of fuel remained at the last years'' levels. The procurement of
power from the energy exchange under Open Access has assisted in
maintaining the manufacturing cost. The energy efficiency of the plant
was affected due to changed characteristics of the available limestone,
quality of which is deteriorating.
The total sale of cement & clinker was 1.26 million tonnes as against
1.40 million tonnes in the previous year. Better distribution of
available cement in the domestic markets helped in reducing freight
cost. This, coupled with better prices contributed to significant
improvement in profits. The export volumes and realisations also helped
improve profits.
Exports
The direct export of cement for the year ended March 2013 was 4,900
metric tonnes as compared to 9,800 metric tonnes in the previous year.
The exports continued to be low on account of unremunerative prices and
high cost of transportation to the available port.
Dividend
Your Directors have recommended a dividend of Rs. 1/- (Rupee one only)
per equity share of face value of Rs. 10/- each on 3,61,53,852 fully
paid up Equity Shares.
Rehabilitation Scheme
Hon''ble AAIFR vide its order dated 23.10.2012 inter-alia held that the
company''s net worth has turned positive as on 31.3.2010 and consequent
thereto, the company has been discharged from BIFR. However.in the same
order, Hon''ble AAIFR has reiterated its decision in M/s.Kunal Virenchee
Sagar case holding that the BIFR''s jurisdiction continues un-
interrupted and the BIFR is competent to exercise its jurisdiction
under Section 18(5) of SICA, 1985 and remanded the matter to BIFR.
Hon''ble BIFR vide its order dated 6.12.2012 issued on 16.1.2013
sanctioned the Modified Draft Rehabilitation Scheme of the company
inter-alia consisting of following main points.
1. Reduction of paid up capital by 75%.
2. Fresh infusion of equity capital of Rs. 50 crores consisting of 5
crore equity shares of Rs. 10/- each at par to the Promoters,
associates etc.
3. To complete the jetty at revised cost of Rs. 59.72 crores.
Reduction of capital
Company''s paid up Share Capital was reduced by 75% (Seventy five
percent) from Rs. 144,61,54,080/- consisting of 14,46,15,408 fully paid
up Equity Shares of Rs. 10/- each to Rs. 36,15,38,520/- consisting of
3,61,53,852 fully paid up Equity Shares of X10/- each in compliance of
the order of the Hon''ble Board for Industrial & Financial
Reconstruction (BIFR) dated 6.12.2012 issued on 16.1.2013 as on
25.2.2013, being the Record Date.
'' Government of Gujarat
Government of Gujarat granted Reliefs and Concessions as per Sanctioned
Scheme (SS-02) as approved by the Hon''ble AAIFR vide its order dated
21.11.2002 inter-alia includes waiver of past interest on Sales Tax,
Electricity Duty and Sales Tax thereon, turnover tax and Royalty dues,
moratorium for payments of deferred sales tax, interest free deferment
of Electricity duty and sales tax thereon on the power drawn, Exemption
of electricity duty on captive power etc.
Public Deposits
The company has not invited and / or accepted any public deposits,
during the year.
Directors
Mr. Ashok B.Shah, Mr. Sanat M.Mehta, Mr. S. V. S. Raghavan and Mr. M.
L. Tandon, shall retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for reappointment.
Brief resume of the directors proposed to be reappointed, nature of
their expertise in function of areas and names of directorships /
membership held in committees of other companies, shareholding and
trusteeship is provided in Corporate Governance Report attached to this
report.
The directors recommend their re-appointment.
Listing of New Equity Shares (Post Reduction of Capital)
The Company''s new equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and National Stock Exchange of India Limited (NSE). The
company has paid listing fees as prescribed for financial year 2013-14.
Auditors
M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, the Statutory
Auditors of the Company, holds office upto the conclusion of the
ensuing Annual General Meeting in accordance with the provisions of the
Companies Act, 1956. The Company has received letter pursuant to
Section 224 (1B) of the Companies Act, 1956 confirming their
eligibility to act as auditors, if appointed at the Annual General
Meeting.
Cost Auditors
In pursuance to Order No. 52/56/CAB-2010 dated 30th June 2011 issued
under Section 233-B of the Companies Act, 1956, M/s. M. Goyal & Co.,
Cost Accountants, have been appointed by the Board as Cost Auditor of
the Company for the financial year 2013-14. Certificate of eligibility
under Section 224 (1B) has been received.
Internal Audit
BDO Consulting Private Limited, have been appointed to carry out the
Internal Audit of the Company for the Financial Year 2013-14.
Tax Audit
M/s. Manubhai & Co., Chartered Accountants, have been appointed to
carry out the Tax Audit for the Assessment Year 2013-14.
Particulars of Employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956 and the Companies (Particulars of Employees) Rules, 1975 names and
other particulars of the employees are required to be set out in the
annexure to this report. However, as per the provisions of Section
219(1 )(b)(iv) of the Companies Act, 1956 the Report and Annual
Accounts of the Company sent to the shareholders do not contain the
said annexure. Members desirous of obtaining a copy of the said
annexure may write to the Company Secretary at the Registered Office of
the Company.
Industrial Relations
The Company continued to maintain harmonious relations with its
workers.
Corporate Governance
A separate report on the compliance with Clause 49 of the Listing
Agreement with the Stock Exchanges on Corporate Governance and the
Auditors'' Certificate on its compliance forms part of this Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report is provided in a separate
section and forms part of this Report.
Directors'' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Spction217(2AA) of the Companies Act,
1956:
> These statements have been prepared in conformity with generally
accepted accounting principles and appropriate accounting standards,
judgements and estimates are reasonable and prudent.
> The accounting policies selected and applied consistently give a true
and fair view of the financial statements.
> The company has implemented internal controls to provide reasonable
assurances of the reliability of its financial records, proper
safeguarding and use of its assets and detection of frauds and
irregularities. Such controls are based on established policies and
procedures and are implemented by trained, skilled and qualified
personnel with an appropriate segregation of duties. The company''s
internal auditors conduct regular internal audits, which complement the
internal controls.
> The annual accounts have been prepared on a going concern basis.
Energy conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo.
As required under Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors'') Rules 1988 the relevant particulars are enclosed herewith
in Annexure 1, forming part of the Report.
Acknowledgement
The Directors wish to thank the Hon''ble Board for Industrial &
Financial Reconstruction (BIFR), The Hon''ble Appellate Authority for
Industrial & Financial Reconstruction (AAIFR), Central Government,
Government of Gujarat, Gujarat Industrial & Investment Corporation
Limited, Financial Institutions, Bankers, Shareholders, Employees,
Stockists, Dealers and all other stakeholders associated with its
operations for the co-operation and encouragement extended to the
company.
On behalf of the Board of Directors.
Place : Mumbai M. N. Mehta
Dated: May 30, 2013 Chairman
Mar 31, 2012
The Directors present the 38th Annual Report along with the Audited
Accounts and Auditors Report for the financial year ended 31st March,
2012
FINANCIAL RESULTS
The highlights of the financial results for the Financial Year ended
31st March 2012 are given below.
(Rs.in Million)
Current Previous
Financial Year Financial Year
(2011-2012) (2010-2011)
(12 months) (12 months)
Sales & Other Receipts (Net of Excise) 4439.20 3556.36
Profit before Interest and Depreciation 206.93 3.08
Interest 28.61 25.54
Profit /(Loss) before Depreciation 178.32 (22.46)
Depreciation 61.38 55.08
Exceptional Items - (17.12)
Profit /(Loss) before Taxation 116.94 (60.42)
Income Tax / Fringe Benefit Tax /
Wealth tax - -
Deferred Tax Adjustment 61.78 (30.11)
Profit /(Loss) after tax 55.16 (30.30)
Carried forward Loss of earlier years (447.61) (417.31)
Balance of Loss carried to Balance Sheet (392.45) (447.61)
YEAR UNDER REVIEW
The all India Cement consumption during the year under review was
around 223 million tonnes, a growth of 7.4 percent compared to around
208 million tonnes during the previous year. The total installed
capacity at the end of the year was around 300 million tonnes, an
increase of about 5 percent from the previous year.
During the year ended March 2012, the Cement consumption in Gujarat was
18.1 million tonnes as compared to 16 million tonnes in the previous
year ; a growth of 13.4 percent.
In Gujarat, capacity has increased by 2.4 million tonnes in the last
two years and in the same period by around 5 million tonnes in
Maharashtra and Rajasthan. The total installed capacity in Gujarat at
the end of the year under review was around 24.8 million tonnes.
PERFORMANCE REVIEW
Production and Despatches
The production of Clinker and Cement for the year ended March 2012 was
1.27 million tonnes and 1.35 million tonnes against 1.16 millions and
1.21 million tonnes respectively in the previous year. The total sale
of cement and clinker was 1.41 million tonnes as compared to 1.24
million tonnes in the previous year. The plant continue to operate at a
capacity utilisation of over 100 percent.
Exports and Marketing
The Company's export of cement and clinker for the year ended March
2012 was 0.08 million tonnes as compared to 0.06 million tonnes in the
previous year. Exports continued to be low on account of unremunerative
prices and high cost of transportation to the available port.
Dividend
In view of the carried forward losses, the Directors express their
inability to recommend any dividend for the year. Rehabilitation
Scheme
Members are aware that Hon'ble AAIFR had sanctioned rehabilitation
scheme in 2002 envisaging installation of DG sets and construction of
jetty at Vadodara Jhala as also repayments to Banks, Financial
Institutions and Government of Gujarat. While the Company has installed
DG sets at the factory and paid the dues of the Banks, Financial
Institutions and Government of Gujarat, the construction of jetty is
pending. The Company has therefore submitted proposal for modification
in the sanctioned scheme to facilitate construction of jetty,
reorganisation of existing share capital by de-rating of existing
equity and issue of shares at par on preferential basis to the
promoters/ its nominees / associates.
The Hon'ble AAIFR directed the BIFR to sanction the Modified Draft
Rehabilitation Scheme recommended by the Operating Agency, however,
Hon'ble BIFR discharged the company from its purview on the ground that
the company's net worth has turned positive and the scheme has been
substantially implemented.
Aggrieved by the said order, the Company filed appeal before the
Hon'ble AAIFR stating that the construction of jetty, which is critical
element for sustained viability of the company, remains pending. The
appeal has been heard and Order is reserved.
Government of Gujarat
Company's application pursuant to Government Resolution dated 15-7-2010
for relief and concessions and one time settlement is under
consideration of the Government of Gujarat.
Public Deposits
The company has not invited and / or accepted any deposits, during the
year.
Cash Flow Statement
Cash flow statement pursuant to Clause 32 of the listing agreement is
attached and forms part of the report.
Directors
Mr. M. N. Mehta, Mr. Bimal Thakkar and Mr. Venkatesh Mysore shall
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment.
Listing of Equity Shares
The Company's equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and National Stock Exchange of India Limited (NSE). The
company has paid listing fees as prescribed for financial year 2012-13.
Auditors
M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, the Statutory
Auditors of the Company, holds office upto the conclusion of the
ensuing Annual General Meeting in accordance with the provisions of the
Companies Act, 1956. The Company has received letter pursuant to
Section 224 (1B) of the Companies Act, 1956 confirming their
eligibility to act as auditors if appointed at the Annual General
Meeting.
Cost Auditors
In pursuance to Order No. 52/56/CAB-2010 dated 30th June 2011 issued
under Section 233-B of the Companies Act, 1956, M/s. M. Goyal & Co.,
Cost Accountants, have been appointed by the Board as Cost Auditor of
the Company for the financial year 2012-13. Certificate of eligibility
under Section 224 (1B) has been received.
Internal Audit
BDO Consulting Private Limited, have been appointed to carry out the
Internal Audit of the Company for the Financial Year 2012-13. Tax
Audit
M/s. Manubhai & Co., Chartered Accountants, have been appointed to
carry out the Tax Audit for the Assessment Year 2012-13.
Particulars of Employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956 and the Companies (Particulars of Employees) Rules, 1975 names and
other particulars of the employees are required to be set out in the
annexure to this report. However, as per the provisions of Section
219(1)(b)(iv) of the Companies Act, 1956 the Report and Annual Accounts
of the Company sent to the shareholders do not contain the said
annexure. Any shareholders desirous of obtaining a copy of the said
annexure may write to the Company Secretary at the Registered Office of
the Company.
Industrial Relations
The Company continued to maintain harmonious relations with its
workers.
Corporate Governance
A separate report on the compliance with Clause 49 of the Listing
Agreement with the Stock Exchanges on Corporate Governance and the
Auditors' Certificate on its compliance forms part of this Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report is provided in a separate
section and forms part of this Report.
Directors' Responsibility Statement
Your Directors confirm:
- These statements have been prepared in conformity with generally
accepted accounting principles and appropriate accounting standards,
judgements and estimates are reasonable and prudent.
- The accounting policies selected and applied consistently give a
true and fair view of the financial statements.
- The company has implemented internal controls to provide reasonable
assurances of the reliability of its financial records, proper
safeguarding and use of its assets and detection of frauds and
irregularities. Such controls are based on established policies and
procedures and are implemented by trained, skilled and qualified
personnel with an appropriate segregation of duties. The company's
internal auditors conduct regular internal audits, which complement the
internal controls.
- The Directors have prepared the annual accounts on a going concern
basis.
Energy conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo.
As required under Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors') Rules 1988 the relevant particulars are enclosed herewith
in Annexure 1, forming part of the Report.
Acknowledgement
The Directors wish to thank the Hon'ble Board for Industrial &
Financial Reconstruction (BIFR), The Hon'ble Appellate Authority for
Industrial & Financial Reconstruction (AAIFR), Central Government,
Government of Gujarat, Financial Institutions, Bankers, Shareholders,
Employees, Stockists, Dealers and all other stakeholders associated
with its operations for the co-operation and encouragement extended to
the company.
On behalf of the Board of Directors.
Jay M. Mehta M. S. Gilotra
Place : Mumbai Executive Vice Chairman Managing Director
Dated : May 10, 2012
Mar 31, 2011
The Directors present the 37th Annual Report along with the Audited
Accounts and-Auditors Report for the financial year ended 31st March,
2011.
FINANCIAL RESULTS
The highlights of the financial results for the Financial year ended
31st March 2011 are given below.
(Rs. in Million)
Current Previous
Financial Financial
Year Year
(2010-2011) (2008-2010)
(12 months) (18 months)
Sales & Other Receipts
(Net of Excise) 3556.36 6525.22
Profit before Interest and
Depreciation 3.68 1006.59
Interest 25.54 22.58
Profit before
Depreciation (21.86) 984.01
Depreciation 55.08 73.36
Impairment - Reversal
(Net of Provision) (17.12) -
Profit before
Taxation (59.82) 910.65
Income Tax / Fringe Benefit Tax
/ Wealth tax 0.60 2.44
Deferred Tax
Adjustment (30.12) 335.32
Profit/(Loss) after
tax (30.30) 572.89
Carried forward Loss of
earlier years 417.31 990.20
Balance of Loss carried to
Balance Sheet 447.61 417.31
DIVIDEND
In view of the carried forward losses, the Directors express their
inability to recommend any dividend for the year.
INDUSTRY OVERVIEW
The all India cement consumption during the year under review was
around 208 million tonnes, a modest growth of 4.8 percent compared to
around 198 million tonnes during the previous year. The total installed
capacity at the end of the year was around 285 million tonnes, an
increase of about 10 percent from the previous year. The current
members of CMA exported 2.53 million tonnes of cement and clinker
during the year as compared to 3.23 million tonnes during the earlier
year.
During the 12 months ended 31.3.2011, the cement consumption in Gujarat
was 16 million tonnes as compared to 14.3 million tonnes in the
previous year; a growth of 12 percent.
In Gujarat, during the last two years, the installed cement capacity
increased by 2.4 million tonnes, whereas the installed capacity in the
neighbouring states of Rajasthan and Maharashtra went up by 8.64
million tonnes. The total installed capacity is around 22.4 million
tonnes at the end of the period under review.
Performance Review
Production and Despatches
The production of clinker and cement for the twelve months ended
31.3.2011 was 1.16 million tonnes and 1.21 million tonnes as against
2.01 million tonnes and 2.03 million tonnes respectively in the earlier
period of 18 months ended 31st March 2010. The total sale of cement
and clinker was 1.24 million tonnes as compared to 2.18 million tonnes
in the earlier period of 18 months ended 31st March 2010. Thus the
plant has run at a capacity utilisation of over 100 percent for the
year under review.
Exports and Marketing
The Companys export of cement and clinker for the twelve months ended
31.3.2011 was limited to 0.06 million tonnes as compared to 0.43
million tonnes in the earlier period of 18 months ended 31st March
2010. Lower consumption in international markets and higher local
production resulted in reduced exports to the Middle East. The
situation is likely to continue in the short term. The reduction in the
volumes exported resulted in increased availability of cement in
Gujarat, resulting in lower prices.
Rehabilitation Scheme
Members are aware that Honble AAIFR had sanctioned rehabilitation
scheme in 2002 envisaging installation of DG sets and construction of
jetty at Vadodara Jhala as also repayments to Banks, Financial
Institutions and Government of Gujarat. While the Company has
installed DG sets at the factory and paid the dues of the Banks,
Financial Institutions and Government of Gujarat, the construction of
jetty is pending. The Company had therefore submitted a proposal for a
modification in the sanctioned scheme to facilitate construction of
jetty, reorganisation of existing share capital by de-rating of
existing equity and allotment of shares at par on preferential basis.
The Honble AAIFR directed the BIFR to sanction the Modified Draft
Rehabilitation Scheme recommended by the Operating Agency, however,
Honble BIFR discharged the company from its purview on the ground that
the companys net worth has turned positive and the scheme has been
substantially implemented.
Aggrieved by the said order, the Company has since filed an appeal
before the Honble AAIFR stating that the construction of jetty, which
is a critical element for the sustained viability of the company,
remains pending. The appeal has been admitted.
Public Deposits
The company has not invited and / or accepted any deposits, during the
year.
Cash Flow Statement
Cash flow statement pursuant to Clause 32 of the listing agreement is
attached and forms part of the report.
Directors
Mr. Venkatesh Mysore was appointed as an Additional Director of the
Company with effect from 29th October 2010. Pursuant to Section 260 of
the Companies Act, 1956 he holds the office of the Director upto this
Annual General Meeting and eligible for re-appointment.
Mr. S. M. Khanjiwala, Mr. P. K. Behl, Mr. Hemnabh Khatau and Dr. Kala
S. Pant shall retire by rotation at the ensuing Annual General Meeting
and being eligible offer themselves for reappointment.
Listing of Equity Shares
The Companys equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and National Stock Exchange of India Limited (NSE). The
company has paid listing fees as prescribed.
Auditors
M/s. Manubhai & Co, Chartered Accountants, Ahmedabad, the Statutory
Auditors of the Company, holds office upto the conclusion of the
ensuing Annual General Meeting in accordance with the provisions of the
Companies Act, 1956. The Company has received letter pursuant to
Section 224(1 B) of the Companies Act, 1956 confirming their
eligibility to act as auditors if appointed at the annual general
meeting.
Cost Auditors
In pursuance to Order No. 52/58/CAB-98 dated 30th October, 1998 issued
under Section 233-B of the Companies Act, 1956, M/s. M. Goyal & Co.,
Cost Auditors, have been appointed by the Board as Cost Auditor of the
Company for the financial year 2011-12. Certificate of eligibility
under Section 224 (1B) has been received.
Particulars of Employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956 and the Companies (Particulars of Employees) Rules, 1975 names and
other particulars of the employees are required to be set out in the
annexure to this report. However, as per the provisions of Section
219(1)(b)(iv) of the Companies Act, 1956 the Report and Annual Accounts
of the Company sent to the shareholders do not contain the said
annexure. Any shareholders desirous of obtaining a copy of the said
annexure may write to the Company Secretary at the Registered Office of
the Company.
Industrial Relations
The Company continued to maintain harmonious relations with its
workers.
Corporate Governance
A separate report on the compliance with Clause 49 of the Listing
Agreement with the Stock Exchanges on Corporate Governance and the
Auditors Certificate on its compliance forms part of this Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report is provided in a separate
section and forms part of this Report.
Directors Responsibility Statement
Your Directors confirm:
- These statements have been prepared in conformity with generally
accepted accounting principles and appropriate accounting standards,
judgements and estimates are reasonable and prudent.
- The accounting policies selected and applied consistently give a true
and fair view of the financial statements.
- The company has implemented internal controls to provide reasonable
assurances of the reliability of its financial records, proper
safeguarding and use of its assets and detection of frauds and
irregularities. Such controls are based on established policies and
procedures and are implemented by trained, skilled and qualified
personnel with an appropriate segregation of duties. The companys
internal auditors conduct regular internal audits, which complement the
internal controls.
- The Directors have prepared the annual accounts on a going concern
basis.
Energy conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo.
As required under Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988 the relevant particulars are enclosed herewith
in Annexure 1, forming part of the Report.
Acknowledgement
The Directors wish to thank the Honble Board for Industrial &
Financial Reconstruction (BIFR), The Honble Appellate Authority for
Industrial & Financial Reconstruction (AAIFR), Central Government,
Government of Gujarat, Financial Institutions, Bankers, Shareholders,
Employees, Stockists, Dealers and all other stakeholders associated
with its operations for the co-operation and encouragement extended to
the company.
On behalf of the Board of Directors
Jay M. Mehta M. S. Gilotra
Executive Vice Chairman
Managing Director
Place : Mumbai Dated : May 3, 2011
Mar 31, 2010
The Directors present the 36th Annual Report along with the Audited
Accounts and Auditors Report for the financial year (18 months) ended
315t March, 2010.
CHANGE OF FINANCIAL YEAR :
The Company has changed its financial year ending September to end in
March each year and consequently the current financial year has been
extended upto 31sf March 2010 as approved by the Ministry of Corporate
Affairs, vide letter dated 10fll May 2010 and also approved extension
of time for holding Annual General Meeting.
FINANCIAL RESULTS
The highlights of the financial results for the Financial year ended
31sl March 2010 (18 months) are given below.
(Rs.in Million)
Current F.Y Preyipus F.Y
(2008-2010) (2007-2008)
(18 months) (18 months)
Sales & Other Receipts (Net of
Excise) 6525.22 5815.73
Profit before Interest and
Depreciation 1006.59 697.02
Interest 22.58 17.29
Profit before
Depreciation 984.01 679.73
Depreciation 73.36 96.08
Profit before Taxation and
Exceptional Items 910.65 583.65
Exceptional Item - Interest Written
Back - 287.44
Income Tax / Fringe Benefit Tax
/ Wealth tax 2.44 5.55
Deferred Tax
Adjustment (335.32) (377.67)
Profit after
tax 572.89 487.87
Carried forward Loss of earlier
years 990.20 1478.07
Balance of Loss carried to Balance
Sheet 417.31 990.20
DIVIDEND
In view of the carried forward losses, the Directors express their
inability to recommend any dividend for the year.
YEAR UNDER REVIEW
During the year under review (18 months; from October, 2008 to March,
2010), cement consumption on All India basis grew by around 12 percent
to 290.44 million tons from 248.84 million tons as compared to previous
year of 18 months ended 30st September 2008. The installed capacity for
the current members of CMA has increased from 164 million tons in
September,2008 to around 216 million tons in March, 2010.
Cement consumption in Gujarat during the year of 18 months ended 31st
March, 2010 grew by around 12 percent to 20.71 million tons from 17.32
million tons as compared to previous year of 18 months ended 30st
September 2008. Exports of cement and clinker from Gujarat were 5.78
million tons during the year under review, as against 7.1 million tons
in the previous year of 18 months ended 30s1 September 2008.
PERFORMANCE REVIEW
The production of clinker for the year under review was 2,01 million
tons as against 1.75 million tons in the previous year of 18 months
ended 30st September 2008. Production of Cement during the year under
review was 2.05 million tons as compared to 1.75 million tons in the
previous year of 18 months ended 30sl September 2008.
The total sale of cement and clinker during the year under review was
2.17 million tons as compared to 1.92 million tons in the previous year
of 18 months ended 30" September 2008.
The sale of cement & clinker by the company in the domestic market
during the year under review was 1.74 million tons as against 1.49
million tons in the previous year of 18 months ended 30s September
2008. The Company exported 0.43 million tons of cement and clinker
during the year under review as compared to 0 44 million tons in the
previous year of 18 months ended 30st September 2008. Export of cement
and clinker was selectively carried out due to the lower price and
demand in the Middle East Markets.
Rehabilitation Scheme
Members are aware, the Companys net worth was fully eroded and it was
registered with Board of Industrial and Financial Restructuring (BIFR)
as required under the provisions of SICA1985. A Rehabilitation Scheme
was sanctioned for Companys revival, hereinafter referred as "SS-02".
The scheme envisaged construction of a Jetty with mechanised loading
and unloading facilities near the factory to reduce transportation
cost, acquisition and setting up of D.G. Sets to reduce cost of power
and granting necessary relief and concessions from the Banks /
Financial Institutions & Government of Gujarat, equity infusion to be
arranged by the promoter group and grant of additional financial
assistance by Banks and Financial Institutions.
While the Revival Scheme sanctioned by the Appellate Authority for
Industrial Sû Financial Reconstruction (AAIFR) in November, 2002 is
under implementation, the modification in the sanctioned scheme (SS)
has become inevitable as the company could not implement the cost
saving project as envisaged in the said SS due to the decision of the
secured lenders not to disburse the fresh funds to the company as long
as the litigation initiated by the Government of Gujarat against the
said SS was not resolved. In the meanwhile, most of secured lenders
desired One Time Settlement (OTS) of their outstanding dues and the
dues have been paid. As directed by BIFR and recommended by the State
Bank of India (MA), the Company has submitted MDRS involving
reorganisation of existing share capital in the shape of de-rating of
the existing equity and allotment of shares at par on preferential
basis.
Public Deposits
The company has not invited and / or accepted any deposits, during the
year.
Cash Flow Statement
Cash flow statement pursuant to Clause 32 of the listing agreement is
attached and forms part of the report.
Directors
Mr. Sanat M. Mehta, Mr. S.V.S.Raghavan and Mr. M. L. Tandon shall
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for reappointment.
Listing of Equity Shares
The Companys equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and National Stock Exchange of India Limited (NSE). The
company has paid listing fees as prescribed.
Auditors
M/s. Manubhai & Co, Chartered Accountants, Ahmedabad, the Statutory
Auditors of the Company, holds office upto the conclusion of the
ensuing Annual General Meeting in accordance with the provisions of the
Companies Act, 1956. The Company has received letter pursuant to
Section 224(1 B) of the Companies Act, 1956 confirming their
eligibility to act as auditors if appointed at the annual general
meeting.
Cost Auditors
In pursuance to Order No. 52/58/CAB-98 dated 30" October, 1998 issued
under Section 233-B of the Companies Act, 1956, M/s. M. Goyal S> Co.,
Cost Auditors, have been appointed by the Board as Cost Auditor of the
Company for the financial year 2010-11. Certificate of eligibility
under Section 224 (1B) has been received.
Particulars of Employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956 and the Companies (Particulars of Employees) Rules, 1975 names and
other particulars of the employees are required to be set out in the
annexure to this report. However, as per the provisions of Section
219(1 )(b)(iv) of the Companies Act, 1956 the Report and Annual
Accounts of the Company sent to the shareholders do not contain the
said annexure. Any shareholders desirous of obtaining a copy of the
said annexure may write to the Company Secretary at the Registered
Office of the Company.
Industrial Relations
The Company continued to maintain harmonious relations with its
workers.
Corporate Governance
A separate report on the compliance with Clause 49 of the Listing
Agreement with the Stock Exchanges on Corporate Governance and the
Auditors Certificate on its compliance forms part of this Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report is provided in a separate
section and forms part of this Report. Directors Responsibility
Statement
Your Directors confirm:
- These statements have been prepared in conformity with generally
accepted accounting principles and appropriate accounting standards,
judgements and estimates are reasonable and prudent.
- The accounting policies selected and applied consistently give a true
and fair view of the financial statements.
- The company has implemented internal controls to provide reasonable
assurances of the reliability of its financial records, proper
safeguarding and use of its assets and detection of frauds and
irregularities. Such controls are based on established policies and
procedures and are implemented by trained, skilled and qualified
personnel with an appropriate segregation of duties. The companys
internal auditors conduct regular internal audits, which complement the
internal controls.
- The Directors have prepared the annual accounts on a going concern
basis.
Energy conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo.
As required under Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988 the relevant particulars are enclosed herewith
in Annexure 1, forming part of the Report.
Acknowledgement
The Directors wish to thank the Honble Board for Industrial &
Financial Reconstruction (BIFR), The Honble Appellate Authority for
Industrial & Financial Reconstruction (AAIFR), Central Government,
Government of Gujarat, Financial Institutions, Bankers, Shareholders,
Employees, Stockists, Dealers and all other stakeholders associated
with its operations for the co-operation and encouragement extended to
the company.
On behalf of the Board of Directors
M.N.MEHTA
Mumbai:29 th July 2010 Chairman
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