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Gujarat Sidhee Cement Ltd.

BSE: 518029 Sector: Industrials
NSE: GSCLCEMENT ISIN Code: INE542A01039
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OPEN 43.50
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VOLUME 13206
52-Week high 62.60
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P/E 11.47
Mkt Cap.(Rs cr) 372
Buy Price 0.00
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Sell Price 0.00
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OPEN 43.50
CLOSE 41.10
VOLUME 13206
52-Week high 62.60
52-Week low 31.35
P/E 11.47
Mkt Cap.(Rs cr) 372
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

To

The Members

Your Directors are pleased to present the 47th Board Report along with theAudited Accounts and Auditors Report for the Financial Year ended 31st March2021.

FINANCIAL HIGHLIGHTS

The highlights of the financial results for the Financial Year ended 31stMarch 2021 are given below.

( Rs. in Million)

Particulars

Standalone

Consolidated

2020-2021 2019-2020 2020-2021 2019-2020
Revenue from Operations (Net of GST) and Other Income 5729.80 5898.84 5744.51 5923.03
Profit/(Loss) before Interest Depreciation Exceptional Items and Tax 628.21 826.93 642.67 W850.97
Finance Cost 51.04 70.09 50.43 69.27
Profit/(Loss)before Depreciation Exceptional Items and Tax 577.17 756.84 592.24 781.70
Depreciation & Amortisation 105.64 107.99 105.64 107.99
Profit /(Loss) before Tax 471.53 648.85 486.60 673.71
Current Tax Expense 136.04 115.33 138.56 115.92
Deferred Tax Adjustment 42.59 109.40 42.59 109.40
Profit/(Loss) for the Year 292.90 424.12 305.45 448.39
Total Other Comprehensive Income (net of tax) (2.33) (3.33) 479.12 (268.99)
Total Comprehensive Income 290.57 420.79 784.57 179.40
Retained Earnings – Opening Balance 2477.13 2161.74 2797.14 2457.48
Add/(Less):
Profit/(Loss) for the Year 292.90 424.12 305.45 448.39
Remeasurement of Defined Benefit Plan (Net of tax) (2.33) (3.33) (2.33) (3.33)
Vested Employee Stock Options Lapsed 2.70 - 2.70 -
Less: Equity Dividend and Dividend Distribution Tax thereon - 105.40 - 105.40
Retained Earnings – Closing Balance 2770.40 2477.13 3102.96 2797.14

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34(2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 a ManagementDiscussion and Analysis Report is provided in a separate section and forms a part of thisReport as Annexure A.

CORPORATE GOVERNANCE

Your Company has complied with all the mandatory provisions under Regulations 17 to 27and Regulation 46 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time relating toCorporate Governance.

Pursuant to Regulation 34(3) and Part C of Schedule V of the Securities and ExchangeBoard of India (Listing Obligations & Disclosure Requirements) Regulations 2015 aseparate report on Corporate Governance is provided together with a Certificate from aPracticing Company Secretary pertaining to the compliance of regulations of CorporateGovernance as stipulated under said SEBI Regulations. Further a declaration by theManaging Director that the Board and Senior Executives have complied with the Code ofConduct of the Company also forms a part of this Report as Annexure B.

MATERIAL CHANGES AND COMMITMENTS

No material change(s) and commitment(s) have occurred between the end of the FinancialYear and the date of this Report which has affected the Financial Statements of theCompany with respect to the reporting year.

CORPORATE RESTRUCTURING/ AMALGAMATION

The Board of Directors of the Company at its meeting held on May 19 2020 decided toamalgamate Villa Trading Company Private Limited (VTCPL) its wholly owned subsidiary andBhadra Textiles and Trading Private Limited (BTTPL) its holding company with the Companywith effect from April 1 2020 being the appointed date. In terms of the Scheme -i. onamalgamation of VTCPL with the Company the shares held by the Company in the saidsubsidiary will be cancelled; and ii. on amalgamation of BTTPL with the Company theshares held by the said holding company will be cancelled and equivalent number of newshares of the Company will be issued to the shareholders of BTTPL in proportion to theirholding in BTTPL.

The application for amalgamation of VTCPL and BTTPL with the company was finally heardon 14th of June 2021 the order was pronounced on 22nd June 2021 andthe same was certified by the Registrar on 28th of June 2021. However as theorder is not yet effective in accordance with section 232(5) of the Companies Act 2013;the effect of the Scheme has not been considered in the preparation and presentation ofthe Financial Results/Statements.

PERFORMANCE HIGHLIGHTS

The year under review witnessed an unforeseen crisis in terms of Covid-19 pandemicwhich disrupted the global as well as the domestic economies as well as human lives.Migration of labour hit the construction activities in the housing as well asinfrastructure sectors. The Company’s performance too was adversely affected duringFY 2020-21 particularly during the first half of the financial year due to low demand onaccount of lockdown and restrictions imposed by the government authorities to control thespread of the Covid-19 pandemic. As the restrictions were relaxed in a phased manner thegovernment thrust on infrastructure and the rural demand for housing resulted in revivalof the construction activities. The cement demand improved from october 2020 with therelease of pent up demand and return of migrant labour post diwali. Consequently theCompany’s sales and performance improved in the second half of the financial year.

During the year under review:

l Clinker production was 1.17 Million tons 5.4 Per cent lower than the previousyear.

l Cement production in FY 2020-21 was 1.15 Million tons marginally lower than theprevious year.

l Total cement and clinker despatches in FY 2020-21 were 1.33 Million tons 1% lowerthan the previous year.

l Total income for the year 2020-21 was _ 5729.80 Million 2.8 % Lower compared to_ 5898.84 Million in the previous year.

l Net profit before tax for the year 2020-21 was _ 471.53 Million compared to _648.85 Million in FY 2019-20.

The profitability for FY 2020-21 was lower due to lower sales volume lower pricerealizations higher freight cost and higher cost of raw material (primarily limestonegypsum and fly ash).

DIVIDEND

In order to conserve the resources of the Company for the business requirements of thecompany the Board of Directors has not recommended any dividend for the financial yearMarch 31 2021.

FINANCIAL STATEMENTS

The Audited Standalone and Consolidated Financial Statements of the Company which formsa part of this Annual Report have been prepared pursuant to Regulation 33 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 in accordance with the provisions of the Companies Act 2013 andCompanies (Indian Accounting Standards) Rules 2015.

The Consolidated Net Profit/Loss of the Company is Rs. 305.45 million for the financialyear ended 31st of March 2021.

SHARE CAPITAL Equity Share Capital

The paid-up Equity Share Capital of the Company as on 31st March 2020excluding the forfeited shares was Rs. 874.78 million and as on 31st March 2021excluding the forfeited shares was Rs. 882.01 million.

Employee Stock Option Scheme

During the year 776481 Equity Shares of Rs. 10/- each were allotted to the employeesin accordance with Employee Stock Option Scheme 2017.

The disclosure pursuant to the provisions of Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 and Section 62(1) (b) of the CompaniesAct 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014is given as Annexure C to this Report. Independent Auditor’s certificate onEmployee Stock Option Plan in compliance with Regulations 13 of Securities and ExchangeBoard of India (Share Based Employees Benefits) Regulations 2014 is enclosed as AnnexureD to this Report.

Reconciliation of Share Capital Audit Report

Keeping in view the requirements of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and the Stock Exchanges; aSecretarial Audit by the Practicing Company Secretary is carried out on a quarterly basisto reconcile the total admitted capital with National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL) and the total issued and listedcapital. The said audit confirms that the total issued / paid - up capital / any change inthe capital during the quarter tallies with the total number of shares in physical formand the total number of dematerialized shares held with NSDL and CDSL.

DEPOSITS

During the year under review your Company has neither accepted nor renewed anydeposits from the public within the meaning of Section 73 of the Companies Act 2013 readwith Companies (Acceptance of Deposits) Rules 2014.

POLICY ON RELATED PARTY TRANSACTIONS

Your Company has formulated a Policy on materiality of Related Party Transactions andon dealing with Related Party Transactions in accordance with relevant provisions ofCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

During the year the said policy was reviewed and revised by the Board of Directors inline with the amendments in Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

Your Company has ensured that all the transactions entered into with related partiesare in accordance with approvals being granted by the Audit Committee Board and Membersat the Annual General Meeting (as applicable). The other details as required underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and Section 134 (3) of the Companies Act 2013 are mentioned in theCorporate Governance Report forms part of the Annual Report.

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in Section 188(1) of the Companies Act 2013 read with Rule8(2) of Companies (Accounts) Rules 2014 including certain arm’s length transactionsunder third proviso thereto in Form No. AOC -2 is annexed herewith as Annexure E.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 and under Schedule V of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 as atthe end of the Financial Year 2020-21 are provided in the Standalone financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has instituted internal financial control systems which are adequate forthe nature of its business and the size of its operations.

The policies and procedures are adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company’s policiessafeguarding of its assets and protecting against loss from unauthorised use or disposaland commercial transactions are authorised recorded and reported correctly preventionand detection of frauds and errors accuracy and completeness of accounting records andtimely preparation of reliable financial information.

Your Company accords greatest importance to the security of its information assets andhas the requisite security controls and checks. Adequate storage and back-up system ismaintained to ensure security and availability of data at all times.

The Audit Committee of the Board of Directors approves from time to time the quarterlyaudit assignments reviews the progress of audit findings presented by the InternalAuditors and Statutory Auditors on Internal Financial Controls. All significant auditobservations and follow up actions thereon are reviewed by the Audit Committee includingthe adequacy of internal controls systems.

The Audit Committee presents significant audit observations and corrective actionsthereon to the Board of your Company.

INSURANCE

All the properties including buildings plant machinery and stocks have beenadequately insured.

SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company had one material subsidiary company viz Villa Trading Company PrivateLimited which got amalgamated with the Company pursuant to the Hon’ble NCLTAhmedabad Bench order dated 22nd June 2021.

DIRECTORS

Appointment of Directors

NIL

Reappointment of Director

Mr. Jay Mehta Executive Vice Chairman was reappointed for a period of 3 (three) yearsw.e.f. 01.01.2021 to 31.12.2023. The re-appointment of Mr. Jay Mehta was approved by theshareholders at the 46th Annual General Meeting held on 25thSeptember 2020.

Mr. M. S. Gilotra Managing Director was reappointed for a period of 3 (three) yearsw.e.f. 01.01.2021 to 31.12.2023. The re-appointment of Mr. Gilotra was approved by theshareholders at the 46th Annual General Meeting held on 25thSeptember 2020.

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such Directors as are liable to retire by rotation shall retire everyyear and if eligible offer themselves for re-appointment at every Annual General Meeting(AGM). Consequently Mrs. Juhi Chawla Mehta (DIN: 00161706) will retire by rotation atthe ensuing AGM and being eligible offers herself for re-appointment in accordance withprovisions of the Companies Act 2013.

The brief resume of Director seeking re-appointment at the ensuing AGM along with otherdetails in pursuance of Regulation 36(3) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is enclosed herewithas Annexure F is annexed to the Annual General Meeting Notice.

The Board has confirmed that Mrs. Juhi Chawla Mehta satisfies the fit and propercriteria as prescribed under the applicable regulations and that she is not disqualifiedfrom being appointed as directors in terms of Section 164(2) of the Companies Act 2013.The Board recommends the re-appointment.

Cessation of Director

NIL

KEY MANAGERIAL PERSONNEL

Appointment / Change in Key Managerial Personnel

During the year under review there is no appointment / change in Key Managerialpersonnel pursuant to the provisions of Section 203 of the Companies Act 2013.

INDEPENDENT DIRECTORS

1) Declaration:

Your Company has received declarations from all the Independent Directors confirmingthat they fulfil the criteria of independence as prescribed under Section 149(6) CompaniesAct 2013 and Regulation 16(1) (b) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

The Board of Directors have taken on record the declaration and confirmation submittedby the Independent Directors after undertaking due assessment of the fidelity of the same.

2) Disclosure pertaining to disqualification of Directors:

A certificate from M/s. Ragini Chokshi & Co Practicing Company Secretaries hasbeen received in accordance with the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations confirming that none of theDirectors on the Board of the Company have been disqualified to act as Director. The sameis enclosed herewith as Annexure G.

3) Performance Evaluation of the Board its Committees and Individual Directorsincluding Independent Directors

During the year under review the Board of Directors have carried out an annualevaluation of its own performance board committee and individual directors pursuant toprovisions of the Companies Act 2013 and Regulation 17(10) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

In a separate meeting of Independent Directors which was held on 21st May2021 performance of Non-Independent Directors and the board as whole was evaluatedtaking into account the views of Executive Directors and Non-Executive Directors.Performance evaluation of the Independent Director was done by the entire board excludingthe Independent Director being evaluated.

Accordingly the evaluation sheet gets circulated to each and every Board member andthe Board carries out annual performance evaluation of the entire Board IndividualDirectors including Chairman. The responses being received were evaluated by the Board.

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 31stMarch 2021 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 (B) to the Financialstatements have been selected and applied consistently and judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit and loss ofthe Company for 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.

BOARD AND COMMITTEES’ MEETINGS

During the year under review four Board Meetings were held. These meetings were heldon the 19th day of May 2020 4th day of August 2020 9thday of November 2020 and 1st day of February 2021. The details of Boardmeetings as well as Committee meetings are provided in the Corporate Governance Reportforming part of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company has complied with Secretarial Standards onMeetings of Board of Directors (SS-1) and on General Meeting (SS-2) issued by theInstitute of Company Secretaries of India in terms of Section 118 (10) of the CompaniesAct 2013.

NOMINATION & REMUNERATION COMMITTEE AND POLICY

Your Company has in place a Nomination & Remuneration Committee and has alsoadopted a Nomination & Remuneration Charter and Remuneration / Compensation Policy.The constitution of the committee along with the terms of reference to the committee isset out in the Corporate Governance Report. The Nomination and Remuneration Charter andCompensation Policy is available on the Company’s website at the following links:http://gscl.mehtagroup.com/policy/nomination-and-remuneration-charter andhttp://gscl.mehtagroup.com/policy/compensation-policy.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed at Annexure H. Therewere 373 permanent employees of the Company as on 31st March 2021.

A statement showing names and other particulars of employees drawing remuneration inexcess of the limits as set out in the Rule 5(2) and 5(3) and other details as required ofthe aforesaid Rules forms part of this report. However in terms of first proviso toSection 136(1) of the Act the Annual Report and Accounts are being sent to the Membersand others entitled thereto excluding the aforesaid information. The said information isavailable for inspection by Members at the Registered Office of the Company duringbusiness hours on working days upto the date of the ensuing Annual General Meeting.Members interested in obtaining a copy thereof may write atgsclinvestorquery@mehtagroup.com whereupon a copy would be sent to such Member. Furtherthe details are also available on the Company’s website at:http://gscl.mehtagroup.com/investors.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethere-under the Company at its 44th AGM appointed M/s. Bansi S. Mehta &Co Chartered Accountants (Firm Registration No. 100991W) as Statutory Auditors of theCompany to audit the accounts of the Company upto the Financial Year 2021-22 who shallhold office from the conclusion of the 44th Annual General Meeting till theconclusion of 48th Annual General Meeting of the Company.

The Report given by M/s. Bansi S. Mehta & Co Chartered Accountants on thefinancial statements of the Company for FY 2020- 2021 forms part of this report.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204(1) of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24(A)of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has appointed M/s. Ragini Chokshi & Co.Practicing Company Secretaries as Secretarial Auditor of the Company.

The Secretarial Audit Report submitted by them in Form MR-3 in accordance with Rule (9)of the Companies (Appointment and Remuneration Personnel) Rules 2014 for the financialyear ended March 31 2021 is appended to this Report as Annexure I. The Board ofDirectors of the Company on the recommendation of the Audit Committee appointed M/s.Ragini Chokshi & Co. Practicing Company Secretaries as Secretarial Auditor of theCompany for the Financial Year 2021-22.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 and on the recommendation of AuditCommittee M/s. M. Goyal & Co. Cost Accountants have been appointed by the Board asCost Auditor of the Company for the Financial Year 2021-22. A Certificate of eligibilityunder Section 148 of the Companies Act 2013 has been received.

As per the requirement of the Act the remuneration payable to the Cost Auditor isrequired to be placed before the Members in a General Meeting for their ratification.Accordingly a Resolution for seeking Members’ ratification for the remunerationpayable to M/s. M. Goyal & Co. Cost Auditor is included at item no. 3 of the Noticeconvening the Annual General Meeting.

COST RECORDS

Your Company has maintained cost accounts and records as per the requirements ofSection 148 of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules2014 for the year ended March 31 2021.

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 theAssessment Year 2021-22.

INTERNAL AUDITORS

The Board of Directors on the recommendation of the Audit Committee appointed Mr.Tushar J. Shah Chartered Accountant to carry out the Internal Audit of the Company forthe Financial Year 2021-22.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory and Secretarial Auditors have not reportedany instances of frauds committed against your Company by its Officers or Employees to theAudit Committee under Section 143(12) of the Companies Act 2013 the details of whichwould require to be mentioned in the Director’s Report.

OTHER DISCLOSURES UNDER COMPANIES ACT 2013 AND THE SECURITIES AND EXCHANGE BOARD OFINDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act 2013 and Regulation 18of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has an Audit Committee and details of itsconstitution terms of reference of the said are set out in the Corporate GovernanceReport.

RISK MANAGEMENT

Your Company has a well-defined risk management framework/ system in place and a robustorganizational structure for identifying and assessing the key risks managing andreporting risks and ensuring smooth and efficient operations of the business.

Your Company is well aware of these risks and challenges and has put in placemechanisms to ensure that they are managed and mitigated with adequate timely actions.

Your Company recognizes that risk as an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Given the uncertain and volatilebusiness environment your Company faces risk pertaining to continuous changes intechnology geo-politics financial markets high cost of raw material volatile price anddemand change in regulations etc.

Risk management process has been established across your Company and is designed toidentify assess and frame a response to threats that affect the achievement of itsobjectives.

The major risks identified are being addressed by the plant marketing and corporatethrough risk response strategies and subsequently mitigating actions are taken. The Risksas is escalated by the "Executive Management" is reviewed periodically by theAudit Committee and the Board and action taken as suggested.

Detailed note on Risk Management is given in the Management Discussion and AnalysisReport.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always been conscious of its role as a good corporate citizen andstrives to fulfil this role by running its business with utmost care for the environmentand for all the stakeholders. Your Company looks at Corporate Social Responsibility (CSR)activities not just as an obligation or activity but as a significant tool to contributeto society.

The objective of the Company’s Corporate Social Responsibility (CSR) initiativesis to improve the quality of life of communities through long-term value creation for allstakeholders.

The Board of Directors on the recommendation of the Corporate Social ResponsibilityCommittee formulated a Corporate Social Responsibility Policy for welfare of the societywhich is in consonance with Section 135 of the Companies Act 2013 on CSR. The said policywas amended in accordance with CSR rules as amended under the Companies (Corporate SocialResponsibility Policy) Amendment Rules 2021 notified by the Ministry of CorporateAffairs. The said policy is hosted on the Company’s website at the following link:http://gscl.mehtagroup.com/policy/csr-policy.

The constitution and functions of the Corporate Social Responsibility Committee isprovided under the Corporate Governance Report.

During the year under review your Company has undertaken following CSR activities:

l Donated to PM Cares Fund to fight for COVID-19.

l Rural development project.

l Donated PPE Kits

The annual report on CSR activities and expenditure required under Section 134 and 135of the Companies Act 2013 read with Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 as amended from time to time and Rule 9 of the Companies(Account) Rules 2014 are given in Annexure J of the Report.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Pursuant to Rule 8(5) (vii) of Companies (Accounts) Rules 2014 there are nosignificant/material orders passed by the regulators any court or tribunal impacting thegoing concern status of the Company and its operations in future.

OTHER INFORMATION

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo.

Pursuant to provisions of Section 134(3) (m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 the details of Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo are attached as Annexure Kto this report.

Whistle Blower Policy / Vigil Mechanism

Your Company has established a Vigil Mechanism and adopted a Whistle Blower for itsDirectors/ Employees to voice their concerns in a responsible and effective mannerregarding unethical behaviour actual or suspected fraud or violation of theCompany’s code of conduct and Insider Trading Regulations. The mechanism alsoprovides safeguards against victimization of Directors/Employees who avail the mechanismin accordance with Section 177(10) of the Companies Act 2013 read with Rule 7(4) of theCompanies (Meetings of Board and its powers) Rules 2014.

During the financial year 2020-21 no cases under this mechanism were reported to theCompany and /or to any of its subsidiaries / associates.

The Whistle Blower Policy is available on the website of the Company at the followinglink: http://gscl.mehtagroup.com/policy/ whistle-blower-policy

Prevention of Sexual Harassment of Women at Workplace

With a view to create safe workplace and considering gender equality your Company hasformulated and implemented Sexual Harassment (Prevention Prohibition and Redressal)Policy in accordance with the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013. Detailed note is set out in theCorporate Governance report.

During the year under review the Company has not received any complaints of sexualharassment from any of the women at work place of the Company.

Extract of the Annual Return

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 as amended fromtime to time the Annual Return in Form MGT-9 is available on the website of the Companyat the following link: http://gscl.mehtagroup.com/investors/shareholder-information/mgt-9

OTHER DISCLOSURES:

1. Secretarial Compliance Report

a) Your Company has received a Secretarial Compliance Report for the year ended 31stMarch 2021 from M/s. Ragini Chokshi & Co. Practicing Company Secretaries pursuant toRegulation 24A of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and is annexed hereto as Annexure L.

b) No disclosure or reporting is made in respect of the following items as requiredunder the Companies Act 2013 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as there were no transactionsduring the year under review with respect to the following:

l Issue of equity shares with differential rights as to dividend voting orotherwise.

l Scheme or provision of money for the purchase of its own shares by employees orby trustees for the benefit of employees.

l Remuneration paid / is payable to the Managing Director of the company from thesubsidiary of the Company.

l Revision in the financial statements.

l Change in the nature of business.

2. Transfer of Shares

As notified under Regulation 40(1) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended except incase of transmission or transposition of securities requests for effecting transfer ofsecurities shall not be processed unless the securities are held in the dematerializedform with a depository.

Pursuant to Section 124(5) of the Companies Act 2013 the Company has transferred theunclaimed dividend for the year 2012-13 and all the shares in respect of which dividendhas not been paid or claimed for seven consecutive years to the Investor Education andProtection Fund (IEPF). Brief particulars of such transfer are given in the CorporateGovernance Report forming part of this report.

3. Listing of Equity Shares

Your Company’s equity shares are listed on the BSE Limited (BSE) and NationalStock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed forFinancial Year 2021-22.

4. Staff Relations

Your Company has continued to maintain amicable Industrial Relations by focusing onincreased worker level engagement through formal and informal communication and varioustraining forums.

5. Investor Relations

Investor_Relations_(IR) at your Company serves as a medium for two-way communication ofinformation and insights between the Company and the Investor Community.

In order to ensure accurate transparent and timely information flow with its Investoryour Company holds the following activities:

6. BSE Listing centre and NEAPS (NSE Electronic Application Processing System):-

BSE Limited and National Stock Exchange of India Limited have developed web-basedapplications for Corporate. All compliances like financial results Shareholding Patternand Corporate Governance Report etc. are filed electronically on BSE Listing centre andNEAPS within the timeline as prescribed under the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

7. SCORES (SEBI complaints redress system):

SEBI processes investor complaints in a centralized web-based complaints redressalsystem i.e. SCORES. Through this system a shareholder can lodge a complaint against aCompany for his grievance. The Company uploads the action taken on the complaint which canbe viewed by the shareholder. The Company and shareholder can seek and provideclarifications online through SEBI. The investor complaints are also handled and resolvedby the Company’s Registrar and Share Transfer Agent – M/s. Link Intime IndiaPvt. Ltd.

8. Exclusive email ID for Investors:

Your Company has established an email id gsclinvestorquery@mehtagroup.com exclusivelyfor Investor servicing and the same is prominently displayed on the Company’swebsite at www.gujaratsidheecementlimited.com.

9. Information at Company’s website:

All historical and latest information/ updates are promptly_available on the Investorspage of the Company’s website at www.gujaratsidheecementlimited.com to keep itsinvestors updated time to time.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks and appreciation for thecontinuing support and unstinting efforts of investors dealers distributors consumersbanks and other financial institutions and employees in ensuring an excellent all-aroundoperational performance and for the greatest support given by them during the tough time.

For and on behalf of the Board of Directors
Jay Mehta M.S. Gilotra
Place: Mumbai Exe. Vice Chairman Managing Director
Date: June 29 2021 (DIN: 00152072) (DIN: 00152190)

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