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Gujarat Sidhee Cement Ltd.

BSE: 518029 Sector: Industrials
NSE: GSCLCEMENT ISIN Code: INE542A01039
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OPEN 25.00
CLOSE 24.90
VOLUME 15329
52-Week high 34.70
52-Week low 22.50
P/E
Mkt Cap.(Rs cr) 208
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Sidhee Cement Ltd. (GSCLCEMENT) - Director Report

Company director report

DEAR MEMBERS

The Directors present the 43rd Annual Report along with the Audited Accounts andAuditors Report for the Financial Year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

The highlights of the financial results for the Financial Year ended st March 2017 aregiven below. 31

(Rs. in Million)

Particulars Standalone Consolidated
Current F.Y. Previous F.Y. Current F.Y. Previous F.Y.
(2016-17) (2015-16) (2016-17) (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 year2016-17. The cumulative index of cement production (with a weightage of 2.41% in the Indexof Industrial Production) during 2016-17 declined by 1.3 % first time in decade ascompared to 5 percent growth during the previous year.

Consumption growth of cement in our home market Gujarat remained almost stagnant with amarginal increase of around one percent. In spite of a comparatively better monsoon thecement consumption was adversely affected due to inadequate investments in infrastructuralprojects and also due to the economic situation on account of demonetization in the secondhalf of the year.

The manufacturing cost continued to be on the higher side owing to cost of availablepower fuel and procurement of limestone from distant sources. The infrastructuralconstraints in rail and ports continue to adversely affect the economic transportation ofcement to distant markets. The higher cost of manufacturing coupled with lower cementprices 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 whichis around 4 percent lower than the clinker production of 1.37 million tonnes for theprevious year ended March 2016. In the month of November clinker production was suspendedfor a week on account of higher clinker inventory.

The cement production for the year ended March 2017 is 1.33 million tonnes which isaround 4 percent higher than the cement production of 1.28 million tonnes for the previousyear 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 isaround 3 percent lower than the overall sale of 1.47 million tonnes in the previous yearended March 2016.

Export

The export of cement for the year ended March 2017 was 0.007 million tonnes as comparedto 0.025 million tonnes in the previous year.

The export market remained less viable with unremunerative prices and high cost oftransportation 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 otherrestrictions like stringent norms of power purchase steep rise in the petcoke pricesposed hardship on the Company. The lower cement prices especially in the second half ofthe year with higher cost of raw materials fuel and transportation resulted in pooroverall performance. However the Company was able to utilize the surplus capacity bycapturing the new markets in Kerala.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report is provided in a separate section andforms 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 on31st 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 forthe Financial Year ended March 31 2017.

INDIAN ACCOUNTING STANDARD (IND AS) – IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs vide notifiedthe companies (Indian AccountingStandard) its notification dated February 16 2015 has Rules 2015.

In pursuance of this notification the Company will adopt the same with effect fromApril 1 2017. The Company has adequate systems in place to migrate to IND AS and toensure proper reporting and accounting under IND AS.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Section 136 of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theConsolidated Financial Statements have been prepared by the Company in accordance with therequirements of Accounting Standard 21 ‘Consolidated Financial Statements' issued by‘The Institute of Chartered Accountants of India'. The Audited Consolidated FinancialStatements 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 ofthe Subsidiary) amounted to Rs. 3704.03 lacs for the Financial year ended 31st March 2017as compared to a Net Profit ofRs. 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 thefinancial 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 madethereunder; a statement containing the salient features of the Financial Statement of theCompany's subsidiary is disclosed separately in this Annual Report under Form AOC 1. TheCompany will make available the Annual Accounts of the subsidiary Company to any member ontheir request and shall also be kept open for inspection by any member at the Registeredoffice of the Company. The statement is also available at the website of the Company athttp://gscl.mehtagroup.com/investors/financials.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 (3) (c) of the Companies Act 2013.

(a) that in the preparation of the annual financial statements for the year ended 31 stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures; if any;

(b) that the accounting policies as mentioned in Note No.1 to the Financial statementshave been selected and applied consistently and judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit and loss of the Companyfor that period;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 financialcontrols were adequate and were operating effectively; and

(f) that systems to ensure compliance with the provisions of all applicable laws are inplace and were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to Corporate Governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 and a certificate of Compliance from the Auditors of the CompanyCorporate Governance as stipulated in Regulation 15(2) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 for the yearended March 31 2017 forms a part of this Report. A declaration by CEO and CFO that Boardand senior members have complied with the Code of Conduct of the Company also forms a partof 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 withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto is Annexed herewithat Annexure C in Form No. AOC -2.

CORPORATE SOCIAL RESPONSIBILITY

The Company believes in inclusive growth to facilitate creation of a value based andempowered society through continuous and purposeful engagement with society around.

The Board of Directors have based on the recommendation of the Corporate SocialResponsibility committee formulated a Corporate Social Responsibility Policy for welfareof the society.

The CSR policy outlining various areas of development viz. Health Care EducationSanitation Ensuring environmental sustainability and Rural development projects wasadopted 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 wasnot obliged to spend on the CSR activities under Section 135 of the Companies Act 2013has undertaken certain CSR activities. The Company is being taking various initiatives inthe villages in the immediate vicinity of plant locations. The Company continues toprovide medical aid drinking water and quality education to the nearby habitants. Theperformance of the students in the school managed by the Company has been remarkableduring the year.

Various CSR activities undertaken during Financial Year 2016-17 has been provided inManagement Discussion and Analysis report.

LOANS GUARANTEES AND INVESTMENTS

During the year under review the Company has not granted any Loan Guarantees or madeInvestments within the meaning of Section 186 of the Companies Act 2013 and underSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure 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 andmonitoring the exposures that are faced by the Company.

Company has a robust risk assessment and management system wherein the risk isidentified minimized deliberated and mitigated in lively manner. The risks areperiodically 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 andcomplexity of its operations. In order to enhance controls and governance standards theCompany has adopted Standard Operating Procedures which ensure that robust internalfinancial controls exist in relation to operations financial reporting and compliance. Inaddition the Internal Audit function monitors and evaluates the efficiency and adequacy ofthe internal control system in the Company its compliance and operating systemsaccounting procedures and policies at all locations. Periodical reports on the same arealso 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 rotationat the ensuing Annual General Meeting and being eligible offers themselves forreappointment. Brief resume of the Directors seeking re-appointment along with otherdetails as stipulated under Securities and Exchange Board of India (Listing Obligationsand 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 Managerialpersonnel.

Board Evaluation

In accordance with the provisions of the Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board of Directors evaluated the performance of the Board as a whole havingregard to various criteria such as Board composition Board processes Board dynamics etc.The Independent Directors at their separate meetings also evaluated the performance ofthe Board as a whole based on various criteria.

The Board evaluated the effectiveness of its function and that of the committees andindividual director by seeking their valuable inputs on various aspects of Board/Committeegovernance. Based upon various evaluation criteria the Board and Independent Directorswere of the view that the Board and Committee performance is in consonance of thestandards / 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 thecriteria of independence as laid down under Section 149 (6) of the Companies Act 2013 andSecurities 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 theCompany who was reappointed to audit the accounts of the Company for the Financial Year2016-17 hold office upto the conclusion of the ensuing Annual General Meeting and hascompleted their term of office in accordance with the provisions of Section 139(2) of theCompanies Act 2013.

It is proposed to appoint M/s. Bansi S. Mehta & Co Chartered Accountants asStatutory Auditors of the Company to audit the accounts of the Company for the FinancialYear 2017-18 who shall hold office from the conclusion of the ensuing Annual GeneralMeeting till the conclusion of next Annual General Meeting. As required under theprovisions of the Companies Act 2013 the Company has received written confirmation fromM/s. Bansi S. Mehta & Co Chartered Accountants that their appointment if made willbe in conformity with the limits specified in the Section 143(1)(g) of the Companies Act2013.

Secretarial Auditors

M/s Ragini Chokshi & Company Practicing Company Secretaries were appointed by theBoard of Directors as the Secretarial Auditor of the Company to carry out SecretarialAudit under the provisions of Section 204 of the Companies Act 2013 for the FinancialYear 2016 17. The report of the Secretarial Auditor is annexed as Annexure E tothis report.

The Board of Directors of the Company on the recommendation of the Audit Committeeappointed M/s. Ragini Chokshi & Company Practicing Company Secretaries as SecretarialAuditor 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 theAssessment 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 theCompany for the Financial Year 2017-18.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act 2013 on therecommendation of Audit Committee M/s. M. Goyal & Co. Cost Accountants have beenappointed by the Board as Cost Auditor of the Company for the Financial Year 2017-18. ACertificate 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 beplaced before the Members in a General Meeting for their ratification. Accordingly aResolution 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 AnnualGeneral Meeting.

OTHER DISCLOSURES UNDER COMPANIES ACT 2013 AND SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015

Audit Committee

The Company has an Audit Committee and details of its constitution terms of referenceare set out in the Corporate Governance Report.

Nomination & Remuneration Committee & Policy

The Company has a Nomination & Remuneration Committee and has also adopted aRemuneration Policy the constitution of the committee along with the terms of referenceto the committee are set out in the Corporate Governance Report.

Vigil Mechanism

The Company has established a Vigil Mechanism / Whistle Blower Policy and the directorsand employees of the Company can approach the Audit Committee when they suspect or observeunethical 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. Themeetings were held on 27th day of May 2016 2nd day of August 2016 25th day of October2016 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 foreignexchange earnings and outgo as required to be disclosed under section 134 (3) of theCompanies 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 isannexed as Annexure G.

Particulars of Employees

There were 424 permanent employees of the Company as on 31st March 2017. The disclosurepertaining to remuneration and other details as required under Section 197(12) of theCompanies 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 drawingremuneration in excess of the limits as set out in the Rule 5(2) and other details asrequired under Rule 5(3) of the aforesaid Rules forms part of this report. However interms of first proviso to Section 136(1) of the Act the Annual Report and Accounts arebeing sent to the members and others entitled thereto excluding the aforesaidinformation. The said information is available for inspection by the members at theRegistered Office of the Company during business hours on working days upto the date ofthe ensuing Annual General Meeting. If any member is interested in obtaining a copythereof 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 ofSexual 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 ofsexual 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 bythe Audit Committee. Board and the Members at the Annual General Meeting. The otherdetails as required under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Section 134 (3) of the Companies Act 2013 are mentioned in theCorporate Governance Report.

Other Disclosures:

No disclosure or reporting is made in respect of the following items as required underthe 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 stockoptions).

The Company does not have any scheme or provision of money for the purchase of its ownshares by employees or by trustees for the benefit of employees.

The Managing Directors of the Company do not receive any remuneration or commissionfrom any of its subsidiaries.

No material fraud has been reported by the Auditors to the Audit Committee or theBoard.

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) andNational Stock Exchange of India Limited (NSE). The Company has paid listing fees asprescribed 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 ofenvironment. The Company's thrust in protecting environment in and around mines and plantoperations by promoting Environmental training and aware programmes conservation ofnatural resources and Safety management have been very well recognised by variousaccredited organizations. The Company has accordingly being conferred various awards asunder:-

1. Rashtra Vibhushan Award 2017 towards Excellence in Environment Protection fromFoundation for Accelerated Mass Empowerment:-

The foundation for Accelerated Mass Empowerment had organized awards for industries fortheir contribution in the field of Corporate Social Responsibility Safety & HealthEnvironment protection. The Company had participated in second consecutive year and hassuccessfully awarded Rashtra Vibhushan Award 2016-17 in Platinum Category for secondconsecutive time. The award has attracted 250 nominations across the country in variouscategories.

2. Environmental Excellence Award 2016 for Environmental protection in Platinumcategory from Foundation for Accelerated Mass

Empowerment:-

The Company was evaluated on various credentials and practices like Pollution controlGreenbelt development measures Environmental training & awareness programmesconservation of natural resources Environmental audits & system implementation andbased on the standards and norms adopted by the Company in these areas the Company hasbeen awarded Environmental Excellence Award 2016 for Environmental Protection in PlatinumCategory.

3. Greentech Environment Award 2017 "Gold Award in Cement Sector" fromGreentech Foundation:-

The Greentech Foundation has been established in the year 2000 to promote educationtraining research and dissemination of knowledge advancing the scientific technical andpractical aspects of Environment protection Human resources CSR and Safety at workplace. The Company was evaluated on various criterias like best pollution controlpractices Greenbelt development measures Environmental training & awarenessprogrammes conservation of natural resources Environmental audits & systemimplementation and has been awarded Greentech Environment Award 2017 in Gold category inCement sector.

4. Exceed Award-2017 for outstanding achievement in Environment Preservation from NGO"Ek Kaam Desh Ke Naam":-

The Company bagged the Exceed Award 2017 in Platinum category for its outstandingefforts for preservation of environment and pollution control.

Acknowledgement

The Directors thank the Central Government Government of Gujarat FinancialInstitutions Bankers Shareholders Stockists Dealers and all other stakeholdersassociated with its operations for the co-operation and encouragement extended to theCompany. The Board also takes this opportunity to express its sincere appreciation of thecontribution 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