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Shree Digvijay Cement Co. Ltd.

BSE: 502180 Sector: Industrials
NSE: SHREDIGCEM ISIN Code: INE232A01011
BSE 00:00 | 24 Apr 2020 Shree Digvijay Cement Co. Ltd
NSE 05:30 | 01 Jan 1970 Shree Digvijay Cement Co. Ltd

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OPEN 23.10
PREVIOUS CLOSE 23.30
VOLUME 32165
52-Week high 33.90
52-Week low 13.30
P/E 10.21
Mkt Cap.(Rs cr) 316
Buy Price 22.35
Buy Qty 2.00
Sell Price 22.65
Sell Qty 401.00
OPEN 23.10
CLOSE 23.30
VOLUME 32165
52-Week high 33.90
52-Week low 13.30
P/E 10.21
Mkt Cap.(Rs cr) 316
Buy Price 22.35
Buy Qty 2.00
Sell Price 22.65
Sell Qty 401.00

Shree Digvijay Cement Co. Ltd. (SHREDIGCEM) - Director Report


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Company director report

Dear Shareholders

Your Board of Directors has immense pleasure in presenting 74th AnnualReport of Shree Digvijay Cement Co. Ltd. along with audited financial statements for theyear ended 31st March 2019.

FINANCIAL HIGHLIGHTS:

The financial highlights for the year under report are as under:

(Rs.in lakhs)
Particulars Current Previous
Year Ended 31.03.2019 Year Ended 31.03.2018
Revenue from Operations (Gross) including Other Income 44111 43055
Operating Expense 40994 37635
Operating Profit (EBITDA) 3117 5420
Depreciation / Amortisation 2399 2288
Interest 386 1069
Profit Before Tax 332 2063
Tax Expenses 126 726
Profit for the year 206 1337
Other Comprehensive Income (OCI) (85) 90
Total Comprehensive Income for the year 121 1427
Balance brought forward from previous year (1129) (2556)
Total Profit / (Loss) Carried Over to Balance Sheet (1008) (1129)

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

Company's total income for the year stood at Rs. 44111 lakhs2% higher over theprevious year driven by higher sales volume.

Profit before tax for the year was Rs.332 lakhs as compared to Rs.2063 lakhs inprevious year.

Profit after tax for the year was Rs.206 lakhs as compared to of Rs. 1337 lakhs inprevious year. This decline was mainly due to higher power and fuel cost.

PRODUCTION AND SALES

(In lakhs MT)
Current Year Ended Previous Year Ended
31.03. 2019 31.03.2018
Production:
• Clinker 8.51 8.02
• Cement 10.57 9.62
Sales:
• Cement 10.53 9.63
• Clinker - 0.59

During the year under review Cement production was 10.57 lakhs MT as against 9.62lakhs MT in previous year. Clinker production was 8.51 lakhs MT as against 8.02 lakhs MTin previous year. This increased performance is mainly due to higher demand developingnew market in Saurashtra region and sustainable plant performance.

Your Company expects to further improve its operational performance during the currentfinancial year.

There has not been any change in the nature of the business of the Company.

DIVIDEND

In view of the accumulated losses your Directors do not recommend any dividend onShare Capital.

SCHEME OF CAPITAL RESTRUCTURING

The "Scheme of Arrangement for Restructuring of Capital & Other Reserve"approved by the Board of Directors on 27th March 2018 was cleared by BSE videobservation letter dated 25th October 2018. However validity period of saidletter expired on 24th April 2019 and Company has at present no intension topursue this Scheme.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2019 wasRs.1413742780/-. The Company has neither issued shares with differential rights as todividend voting or otherwise nor issued shares to the Employees or Directors of theCompany.

No disclosures is required under Section 67(3)(C) of the Act in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid Section are not applicable.

CHANGE IN PROMOTERS OF THE COMPANY:

As you all are aware Votorantim Cimentos EAA Inversiones S.L and Votorantim CimentosS.A. were holding 106030708 (Ten crore sixty lac thirty thousand seven hundred eight)Equity Shares of the Company constituting approximately 75% of the total paid up EquityShare Capital of the Company.

On 16th April 2019 True North Fund VI LLP have acquired 77213644 EquityShares representing 54.6% of the total Issued & paid-up capital of the Companypursuant to the Share Purchase Agreement dated 12th November 2018 entered intoamong True North fund VI LLP Votorantim Cimentos EAA Inversion S.L. & VotorantimCimentos S.A. and True North Fund VI LLP has become the Promoter of the Company.

In compliance with the SEBI guidelines under Takeover Regulations True North Fund VILLP have also acquired 3612284 Equity Shares constituting 2.56% of the Company'soutstanding voting Equity Share Capital under open offer from the Shareholders of theCompany.

DEPOSITS

Your Company has neither accepted any deposits during the year under report nor did anydeposits remain unpaid or unclaimed at the end of the year.

LOANS GUARANTEES AND INVESTMENTS

Your Company has neither given any loan or guarantee nor has made any investment duringthe year under report attracting the provisions of Section 186 of the Companies Act 2013.

NUMBER OF MEETINGS

Meetings are held as per statutory requirements and as per business needs. A calendarof meetings is prepared and circulated in advance to the Directors.

Board Meeting

During the year nine Board Meetings were convened and held the details of which aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013 Secretarial Standards - 1(SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR.

Audit Committee

The Audit Committee comprises of three members. The Chairman of the Committee is anIndependent Director. The Committee met five times during the year. Details of the roleand responsibilities of the Audit Committee the particulars of meetings held andattendance of the Members at such Meetings are given in the Corporate Governance Report.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee of Directors majority ofmembers are Independent Directors. The Committee met four times during the year. Detailsof the role and responsibilities of the Committee the particulars of meetings held andattendance of the Members at such Meetings are given in the Corporate Governance Report.

CSR Committee

The CSR Committee comprises of three members of which two are Independent Directors.The Chairman of the Committee is an Independent Director. The Committee met once duringthe reporting period. Details of the role and functioning of the Committee are given inthe Corporate Governance Report.

More details about all the Committee of the Board is stated in the Corporate GovernanceReport.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134 (3) (c) read with sub section 5 of the Companies Act2013 Directors subscribe to the "Directors Responsibility Statement" andconfirm that:

(a) in preparation of Annual Accounts for the financial year ended 31stMarch 2019 the applicable Accounting Standards have been followed along with properexplanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and theprofit and loss of the Company for that Year;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts of the Company on a going concernbasis;

(e) the Directors have laid down adequate internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for nomination and appointment of Directors senior Management Keymanagerial Personnel and their remuneration. The details of Nomination and RemunerationPolicy is stated in the Corporate Governance Report and uploaded on website of the companyat http://www.digviiavcement.com/SitePages/Policies.aspx . The Policy is followed fornomination and appointment of Directors Senior Management Key managerial Personnel andother employees in Senior Management category who directly reports to CEO of the Companyand also process of deciding their remuneration. The Nomination and Remuneration Committeereviews and recommend to the Board the payment of remuneration to said Directors KeyManagerial Personnel and other employees in Senior Management category who directlyreports to CEO of the Company.

The Board of Directors of the Company follows the criteria for determiningqualification positive attributes independence of Directors as per Nomination andRemuneration Policy and all appointments are in compliance with said policy the BoardDiversity Policy and other applicable policies of the Company during the period ofcontrol.

Directors are appointed /re-appointed with the approval of the Members for a term inaccordance with the provisions of the law and the Articles of Association. The initialappointment of CEO and Managing Director is generally for a period of three years. AllDirectors other than Independent Directors are liable to retire by rotation unlessotherwise specifically provided under the Articles of Association or under any statute orterms of appointment. One third of the Directors who are liable to retire by rotationretire at every annual general Meeting and are eligible for re-appointment.

The details of remuneration paid to the Managerial Personnel forms part of theCorporate Governance Report.

CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

Details of Contracts/arrangement with the Related Parties are appearing under Note no.38b and form part of this report. All related party transactions that were entered intoduring the year under report were on arm's length basis and were in the ordinary course ofbusiness. The related party transactions made by the Company with Promoter Company have nopotential conflict with the interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also to the Boardwherever required for approval. The Policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website. The Company's management ensures totaladherence to the approved Policy on Related Party Transactions to establish Arm's LengthBasis without any compromise. Pursuant to the provisions of Section 188(1) of theCompanies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 particulars ofmaterial contracts and arrangements entered between the Company and the Related Partiesare annexed herewith as Annexure A.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financialposition of the Company between the end of the financial year of the Company as on 31stMarch 2019 and the date of this report i.e. 30th April 2019.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of Energy Technology Absorption and ForeignExchange Earning and Outgo required under Section 134 (3) (m) of the Companies Act 2013are annexed hereto as Annexure B and form part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act and the Rules framed thereunder are annexed hereto as Annexure C.

During the year under review no employees other than CEO & Managing Directorwere in receipt of remuneration of not less than Rs.75 Lakh or Rs.6.25 Lakh per monthduring any part of the year. Though certain details on remuneration in respect of said CEO& Managing Director are provided in Corporate Governance Report and forms part of thisReport in term of Section 136 of the Act the Report and Account are being sent to theMembers and others entitled thereto excluding the aforesaid annexure which is availablefor inspection by the Members at the Registered Office of the Company during businesshours on working days of the Company up to the date of the ensuing Annual General Meeting.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place Sexual Harassment Policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The internal committee has been set up to redress complaints received regarding sexualharassment. All employees are covered under this policy. During the year under review theCompany has not received any complaints of sexual harassment. The Company has compliedwith all the applicable provisions of the said Act.

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing / mitigating the same. Your Company hasinstitutionalized the process for identifying minimizing and mitigating risks which isperiodically reviewed.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company aims to remain essential to the society with its social responsibilitystrongly connected with the principle of sustainability an organization based not only onfinancial factors but also on social and environmental consequences. It is responsibilityof your Company to practice its corporate values through its commitment to grow in asocially and environmentally responsible way while meeting the interest of Stakeholders.

The Company was the first industrial unit in the region who started providing freedrinking water free medical amenities with free service of Maternity and Child Healthnot only to its employees but to all nearby villagers whosoever residing in the radius ofmore than 15 KMs.

As required under Section 135 of the Companies Act 2013 and to demonstrate theresponsibilities towards Social upliftment in structured way the Company has formed aPolicy. Details of the policy CSR Committee CSR spent during the year forms part of CSRReport and annexed hereto as Annexure D.

The CSR Committee is supported by an Executive Committee comprising of senior officersof the Company from different departments.

DIRECTORS &KEY MANAGERIAL PERSONNEL (KMP) Directors

Pursuant to the consummation of the transaction contemplated by the Share PurchaseAgreement ("SPA") executed on 12th November 2018 by andamongst True North Fund VI LLP Votorantim Cimentos EAA Inversiones S.L and VotorantimCimentos S.A. (Votorantim) Mr. Jorge Alejandro Wagner Mr. Persio Morassutti and Ms.Meike Albrecht nominee of (Votorantim) have tendered their resignations from thedirectorship of the Company with effect from 30th April 2019.

The Board placed on record its deep appreciation for contributions made by Mr. JorgeAlejandro Wagner Mr. Persio Morassutti and Ms. Meike Albrecht towards achievements of theCompany and support provided by them to the Board and to the Company during theirassociation with the Company.

Pursuant to the consummation of the transaction contemplated by SPA The Boardappointed Mr. Pramod Kabra (DIN 02252403) as Additional Director in the category ofNon-Independent Non-Executive Director of the Company w.e.f. 30th April 2019.The Board has also appointed Mr. Anil Singhvi (DIN00239589) as Additional Director in thecategory of Non-Independent Executive and Executive Chairman of the Company w.e.f. 30thApril 2019.

Mr. Mahesh Gupta (DIN00046810)) and Ms. Mini Menon (DIN 07500434) have also beenappointed as Additional Directors in the category of Independent Directors with effectfrom 30th April2019.

Pursuant to Section 161 and other applicable provisions if any of the Companies Act2013 and Article 109(i) of the Articles of Association of the Company Mr. Pramod KabraMr. Anil Singhvi Mr. Mahesh Gupta & Ms. Mini Menon shall hold office till the date ofthe ensuing Annual General Meeting. The Board recommends appointment of Mr. Pramod KabraMr. Anil Singhvi as Directors and also appointment of Mr. Mahesh Gupta and Ms. Mini Menonas Independent Directors of the Company for a period of 5 years i.e. from 30thApril 2019 to the date of Annual General meeting in the year 2024.

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 of the Companies Act 2013 and provisions of the ListingRegulations stating that they meet the criteria of independence as provided therein. TheBoard has also considered such declarations and have formed opinion that all theIndependent Directors fulfil the criteria of independence and are independent frommanagement.

The Company has received notices as per the provisions of Section 160(1) of theCompanies Act 2013 from Members in writing proposing their candidature for the office ofDirectors. As required by Regulation 36(3) of the SEBI(LODR) and provisions of theSecretarial standards brief resume and other details of the above mentioned Directorsare attached to the Notice of the ensuing Annual General Meeting.

None of the Directors proposed for appointment at the ensuing Annual General meetingare disqualified from being appointed as Directors under the provisions of the CompaniesAct 2013 the SEBI-LODR or any other order directions of MCA SEBI or any otherstatutory authorities.

Key Managerial Personnel (KMP)

The following are the Key Managerial Personnel of the Company as defined under Sections2(51) 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:

• Mr. KK Rajeev Nambiar Chief Executive Officer & Managing Director

• Mr. Suresh Meher Company Secretary Compliance Officer & Legal Head

• Mr. Vikas Kumar Chief Financial Officer

BOARD EVALUATION

In terms of Policy on Evaluation of Performance of Directors and the Board the Boardhas carried out an evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration Committees andother committees of Board as mandated under the Companies Act 2013 and SEBI (LODR)Regulations 2015. The criteria and manner in which the evaluation has been carried outhas been explained in the Corporate Governance Report.

AUDITORS

Statutory Auditors and their Report

M/s. BSR & Associates LLP (BSR) Chartered Accountants Mumbai (ICAI FirmRegistration Number 116231W/W- 100024) were appointed as Statutory Auditor of the Companyat the 73rd Annual General Meeting held on 7th September 2019 tohold office from the conclusion of the said Meeting till the conclusion of the 78thAnnual General Meeting to be held in 2023 subject to ratification of their appointment bythe Members at every intervening Annual General Meeting held thereafter.

The requirement of seeking ratification of the members for continuance of theirappointment has been withdrawn consequent upon the changes made by the Companies(Amendment) Act 2017 with effect from 7th May 2018. Hence the resolutionseeking ratification of the members for their appointment is not being placed at theensuing Annual General Meeting

The Auditors' Report issued by BSR to the shareholders for the year under review doesnot contain any qualification.

Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Companies Act 2013 the Board of Directors on therecommendation of the Audit Committee appointed M/s. Kiran J. Mehta & Co. CostAccountants as the Cost Auditors of the Company for the financial year 2017-18 and hasrecommended to the Shareholders the ratification of remunerationto Cost Auditors. M/sKiran J Mehta & Co. have confirmed that their appointment is within the limits of thesection 139 of the Companies Act2013 and have also certified that they are free from anydisqualifications specified under Section 141 of the Companies Act2013.

The Audit Committee has also received a certificate from the Cost Auditor certifyingtheir independence and arm's length relationship with the Company. Pursuant to Cost AuditReport for the financial year 2017-18 was filed with the Ministry of Corporate Affairs on4th August 2018 vide SRN No.G95260550.

As required under the Companies Act 2013 the remuneration payable to the Cost Auditoris required to be placed before the Members in the General Meeting for their ratification.Accordingly necessary resolution seeking Member's approval for ratification ofremuneration payable to the Cost Auditor for FY 2018- 19 and for subsequent financialyears is included in the notice convening 74th Annual General Meeting.

Secretarial Auditor and Secretarial Audit Report

Section 204 of the Companies Act 2013 inter-alia requires every listed company toundertake Secretarial Audit and shall annex with its Board's Report a Secretarial AuditReport given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 read with Regulation24A of the Listing Regulations and other applicable provisions if any the Board ofDirectors of the Company had appointed M/s Manoj Hurkat & Associates CompanySecretaries in Whole-time Practice to carry out Secretarial Audit for the financial year2018- 19.

The Secretarial Audit Report for the financial year ended 31st March 2019are annexed as Annexure E to this Report. This report is unqualified andself-explanatory and does not call for any further comments/explanations

WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS

In line with the requirement of the Companies (Amendment) Act 2017 effective from 31stJuly 2018 the extract of annual return is no longer required to be part of the BoardReport. However for the Compliance of Conditions of Section 92 and Section 134 copy ofthe Annual Return for the financial year ended 31 st March 2019 and otherpolicies of the Company shall be placed on the Company's website: www.digvijaycement.com .

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has adequate internal financial control whichare constantly monitored by Finance Department.

The Finance Department monitors and evaluates operating systems accounting proceduresand policies at all locations of the Company. Based on the report of external InternalAuditors the Audit Committee/ Board initiate corrective action in respective areas andthereby strengthen the controls. The scope functioning periodicity and methodology forconducting internal audit is as per terms agreed by the Audit Committee in consultationwith the Internal Auditor and as approved by the Board. During the year under review M/s.Deloitte Haskins & Sells LLP has acted as Internal Auditors of the Company.Significant audit observations and corrective actions thereon are periodically presentedto the Audit Committee of the Board.

The financial statements of the Company for the year ended 31st March 2019for the purpose of expressing an opinion as to whether the Company had in all materialrespects an adequate internal financial controls system over financial reporting and theoperating effectiveness of such controls in accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting ("the Guidance Note") andthe Standards on Auditing specified by the Central Government in accordance with Section143(10) of the 2013 Act and other authoritative pronouncements to the extent applicableto an audit of internal financial controls over financial reporting both issued by theICAI.

MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of yourCompany. In view of the potential risk of fraud corruption and unethical behavior thatcould adversely impact the company's business operations performance and reputationDigvijay has emphasised even more on addressing these risks. To meet this objective acomprehensive vigil mechanism named Whistle Blower Policy which is in compliance with theprovisions of Section 177(10) of the Companies Act 2013 and SEBI (LODR) Regulations 2015is in place. The details of the Whistle Blower Policy is explained in the CorporateGovernance Report and also posted on the website of the Company.

In addition to above policy Company has in place Code of Conduct EthicsAnti-Corruption policy and other critical compliance policies which are laid down based onthe Company's values beliefs principles of ethics integrity transparency andapplicable laws.Digvijay has zero- tolerance to bribery and corruption and is committed toact professionally and fairly in all its business dealings.

To create awareness about the Company's commitment to conduct business professionallyfairly and free from bribery and corruption regular training and awareness workshops isconducted for all employees across the organization.

More details about the Code are given in the Corporate Governance Report.

Code of Conduct to Regulate Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations 2015 the Company hasadopted a Code of Conduct (Code) to Regulate Monitor and Report Trading by Insiders. AnyInsiders (as defined in Code) including designated employees and their relatives areinter-alia prohibited from trading in the shares and securities of the Company or counselany person during any period when the "unpublished price sensitive information"are available with them.

The Code also requires pre-clearance for dealing in the Company's shares and prohibitsdealing in Company's shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report forms an integral part of this Report as annexedhereto as Annexure F together with the Certificate from the Practicing Company Secretaryregarding compliance with the requirements of Corporate Governance as stipulated in Part Cof Schedule V to the SEBI (Listing Obligations & Disclosure Requirement) Regulations2015.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India which havemandatory application during the year under review

AWARDS AND RECOGNITION

'Excellence is not an act but a habit' - Aristotle

At Digvijay we continuously invest in the development and improvement of ouroperations to achieve the world best. Your Company received several awards andrecognitions during 2018-19.

Key recognitions among them are reflected through the following awards conferred on theCompany:

• GREENTECH ENVIRONMENT GOLD AWARD 2018" in cement sector for your Company'sexemplary efforts put in its operations with continuous improvements throughsustainability & environmental friendly measures.

• "Gold Award 2018" under Occupational Health and Safety category incement sector for your Company's exemplary efforts put in the operations with continuousimprovements in OHS performance.

• "Gold Category Exceed Award 2018" for outstanding achievements inEnvironment preservations.

• "Gold Category Award 2018" in Annual Greentech Safety Awards 2018 forBest in Class Safety initiatives and safe workplaces.

• "Saurashtra - Kutchh Entrepreneur & Excellence Award 2017" forExcellence in Quality Products.

• "ward For MINING MACHINERY IMPROVEMENTS & INNOVATIONS From DirectorGeneral of Mines Govt of India

• Grize for OVERALL BEST MINING PERFORMANCE From Director General of MinesGovt ofIndia

• G rize for VOCATIONAL TRAINING IMPROVEMENTS & INNOVATIONS IN MININGOPERATIONS From Director General of Mines Govt. of India

HOLDING ENTITY

As at the end of the Financial Year 2018-19 the Promoter and the Holding Company i.e.Votorantim Ciemntos EAA Inversiones S.L.was holding 103709063 equity shares representing73.36% of the total paid up equity capital of the Company. The intermediate holdingcompany- Votorantim Cimentos S.A. also was holding 2321645 equity shares representing1.64% of the total paid-up equity capital of the Company.

True North Fund VI LLP became the Promoter and theholding entity effective from 30thApril 2019 and holds 80825928 Equity Shares representing 57.17% of the total Paid-upCapital of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report which gives a detailed account of stateof affairs of the Company's operations forms a part of this Annual Report.

HUMAN RESOURCES

Your Company encourages and provides regular training to employees to improve skills.Your Company has performance appraisal system for senior employees and junior managementstaff. In-house news-letters provide forum for information sharing. Rewarding individualsfor their contribution is part of motivation towards Excellence. More details on thissection are forming part of Management Discussion and Analysis Report.

HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

The Company continues to accord high priority to health and safety of employees at alllocations. During the year under review the Company conducted safety training programsfor increasing disaster preparedness and awareness among all employees at the plant.Training programs and mock drills for safety awareness were also conducted for allemployees at the plant. Safety Day was observed with safety competition programs with aimto imbibe safety awareness among the employees at the plant.

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

GENERAL

Your Directors state that no disclosure or reporting is required in respect offollowing items as either there were no transactions on these items or these items are notapplicable to the Company during the year under review:

1) No material changes and commitments if any affecting the financial position of theCompany occurred between the end of the financial year of the Company i.e. 31stMarch 2019 and the date of this report.

2) No Company have become or ceased to be Subsidiary Associate or joint venture of theCompany during the year under review.

3) No significant and material orders were passed by the regulators or courts ortribunals which impact the going concern status and Company's operations in future.

4) No fraud has been reported during the audit conducted by the Statutory AuditorsSecretarial Auditors and Cost Auditors of the Company.

5) During the year under review no revision was made in the previous financialstatement of the Company except as otherwise required under applicable laws.

ENVIRONMENT SUSTAINABILITY

We believe in sustainable development. We regard social economic and environmentalresponsibility as integral element of our business.

Your Company is ISO 14001 Environment Management system Certified and adhere to OHSAS18001 standards of Safety and Occupational Health. Professional Environment Auditors suchas Det Norske Veritas the State Pollution Board's certified auditors and EnvironmentalSystem Auditors conduct periodic in-depth environmental audit on our plant. The AuditReports validate our commitment to environmental conservation. Large scale plantations inthe mines plant colonies and surrounding areas provide a lush green cover and arereflection of our respect for the environment.

ACKNOWLEDGEMENT

Your Directors are thankful to the Central and State Government DepartmentsOrganizations and Agencies for their continued guidance and co-operation. The Directorsare grateful to all valuable Stakeholders Dealers Vendors Banks and other businessassociates for their excellent support and help rendered during the year. The Directorsalso acknowledged the commitment and valued contribution of all employees of the Company.

Your Directors wish to place on record their appreciation for the support and guidanceprovided by its Parent Company/Promoters.

For and on behalf of the Board
A.K. Chhatwani K.K. Rajeev Nambiar
Director CEO & Managing Director
Place: Mumbai
Date: 30th April 2019


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