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Hemadri Cements Ltd.

BSE: 502133 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Hemadri Cements Ltd
NSE 05:30 | 01 Jan Hemadri Cements Ltd

Hemadri Cements Ltd. (HEMADRICEMENTS) - Director Report

Company director report

Dear Members

Your Directors herein present the Company's 37 Annual Report and the Audited FinancialStatements of the Company for the FY ended 31 March 2019.

FINANCIAL RESULTS

The performance of the Company for the FY ended 31 March 2019 is as given below:

FINANCIAL HIGH LIGHTS DURING THE YEAR:
(Rs. in Lakhs)
Particulars Year ended 2018-19 Year ended 2017-18
Gross Turnover 7988.11 8538.38
Profit /(loss) before interest depreciation and tax 247.46 210.59
Less Interest 67.95 1.25
Profit/(Loss) before depreciation and tax 179.51 209.33
Less Depreciation 111.84 118.11
Profit / (Loss) before Tax 67.67 91.23
Tax Expenses:
Current Tax 7.98* 61.00
Earlier year's Tax - 16.51
Deferred Tax (43.10) (35.02)
Profit / (Loss) after Tax 102.79 48.74
Other Comprehensive income (6.60) 6.27
Total Comprehensive Income 96.19 55.01

* includes excess provision reversed

PERFORMANCE OF THE COMPANY

Your Company ended up with a turnover of Rs.7988.11 lakhs. The revenues are in linewith the general industry slowdown with the Indian Brand Equity Foundation ReportDecember 2018 recording least prices in the Southern markets. The other contributingfactors were increase in cost of raw materials competition from large players and thefluctuation in market demand due to Government regulations in the real estate sector.

Your Company had during the FY put up a plant which adheres to the latest PollutionControl Board norms which is showing improvements in containing pollution and reducingwastage. New marketing strategies along with the increased demand helped the Company inreversing the downward trend in the last quarter.

The detailed discussion and analysis of performance is elaborated in the ManagementDiscussion Analysis which forms part of this Report.

DIVIDEND

Your Directors do not recommend any dividend for the FY since your Company would liketo plough back the profits for funding the future growth and investment plans.

DIRECTORS

Composition

The Company during the FY had 7 (seven) Directors of whom 5 (five) are IndependentDirectors and 2 (two) are Executive Directors Appointment and resignation of Directors /Key Managerial Personnel

During the year under review in accordance with Section 152 of the Companies Act 2013Mr. P.Ravi and Mr. S.Vivekanandan Murugan retire by rotation and being eligible offerthemselves for being reappointed at this Annual General Meeting. The Independent Directorsare also to be reappointed. The Directors recommend their re-appointment.

A brief resume of the said Directors is given below

Name Mr.P.Ravi Mr.S.Vivekanandan Murugan
DIN 00675665 05223790
Age 51 years 40 years
Quali cation MBA B.Tech. M.S.(USA) PMP (USA) CSM(USA)
Expertise in speci c area Management and Administration Portfolio Management Risk ManagementStrategy Management and Administration.
Date of rst appointment on the Board 26.11.2010 29.01.2014
Shareholding in the Company Nil 200 shares
List of other Directorships held Given under Related Party Transactions SRM Speed Parcel Private Limited
Membership/Chairmanship of other committees Given under Corporate Governance Report Given under Corporate Governance Report

Mr. K.Gopi Prasad ceased to be Director effective October 26 2018 by virtue of hisdisqualification under Section 164(1) of the Companies Act 2013.

Declaration by the Independent Directors

The Company has received declaration from the Independent Directors of the Companyconfirming that they continue to meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Number of Meetings of the Board of Directors

The Board met four times during the financial year 2018-19 on 30.05.2018 09.08.201814.11.2018 and 12.02.2019. The intervening gap between any two meetings was within theperiod prescribed under the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. More details of the Board meetings have beenprovided in the ‘Report on Corporate Governance' found elsewhere in the AnnualReport.

Formal Annual Evaluation

The Board has carried out performance evaluation of itself its Committees and each ofthe Directors (without participation of the concerned director). Independent Directorscollectively evaluated the Board's performance performance of the Chairman and othernon-independent Directors. The Nomination and Remuneration Committee also reviewed theperformance of the Board its Committees and of the Directors.

The performance evaluation concluded on the note that each of the Individual DirectorsCommittees and the Board as a whole were contributing towards the common goal of theCompany and to improve the efficiency and performance of the organization in its entirety.

RISK MANAGEMENT POLICY

The Audit Committee also functions as the Risk Management Committee and the Board alsotakes the responsibility in overseeing the risk management plan of the Company. The RiskManagement Policy facilitates in identifying the risks associated with the operations ofthe Company and in giving suitable measures / solutions to mitigate the same. Risksidentified in the business and functions are systematically addressed through mitigatingactions on a continuous basis.

VIGIL MECHANISM

The Whistle Blower Policy of the Company provides a mechanism for employees / BoardMembers and others to raise “good faith concerns” about violation of anyapplicable law/ Code of Conduct of the Company and also provides for direct access to theChairman of the Audit Committee/ other Independent Directors. The functioning of the Vigilmechanism is reviewed by the Audit Committee from time to time.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Your Company has generally been contributing to the welfare of the villages in andaround the registered office of the Company without any mandatory obligation.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

There were no loans guarantees or investments exceeding the limits specified underSection 186 of the Companies Act 2013 during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted any fixed deposits from the public asstipulated under the provisions of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

The Audit Committee provides omnibus approval for all related party transactions andthe said transactions are also placed on a quarterly basis before the Audit Committee andthe Board during which all interested directors abstain from participation in suchdiscussions. All related party transactions entered into during the year under review werein the ordinary course of business on arm's length basis and were in compliance with theapplicable provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015

The details of the related party transactions entered during the year are given in thefinancial statements of the Company and in Form AOC 2 in Annexure III which forms part ofthis Report.

AUDITORS

Statutory Auditor

In accordance with the provisions of the Companies Act 2013 and the rules framedthereunder M/s.B.Purushottam & Co. Chartered Accountants Chennai havingRegistration No.002828S was appointed as Statutory Auditor of the Company at the AGM heldon 08.09.2014 for a term of five consecutive years till the conclusion of the present AGM.

Your Directors recommend their re-appointment for a consecutive term of 5 (five) numberof years.

INTERNAL AUDITOR

The Board has approved the appointment of M/s.DPV AssociatesChartered AccountantsChennai as the Internal Auditor of the Company to conduct the internal audit during theyear under review. The areas of audit are being taken up in consultation with the InternalAuditor and as per the recommendations of the Audit Committee. The Internal Auditobservations are discussed with senior officials and are placed before the Audit Committeeand suitable actions are taken as directed by the said Committee.

SECRETARIAL AUDITOR

The Board has appointed Mr.G.Porselvam Practising Company Secretary Chennai as theSecretarial Auditor to conduct the Secretarial Audit of the Company during the year underreview. The Secretarial Audit Report was considered by the Board at its meeting heldon7.8.2019 and is found elsewhere in the Annual Report.

MATERIAL CHANGES

There are no material changes and commitments affecting the financial position of theCompany that occurred between the end of the Financial Year of the Company i.e. 31 March2019 and the date of Directors' Report i.e. 21 May 2019.

Further there were no significant or material orders passed by the regulators orcourts or tribunals impacting the going concern status and Company's operations in future.

LISTING

As on the date of this report the shares of the Company with BSE Limited remainsuspended from being traded.

CORPORATE GOVERNANCE

The Company has been adhering to the principles of Corporate Governance as laid down inthe Companies Act 2013 and also the SEBI (LODR) Regulations 2015. A separate section onCorporate Governance is given elsewhere in this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company is annexed herewith as Annexure IIand forms an integral part of this Report.

CONSERVATION OF ENERGY

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required to be disclosed under Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is provided in AnnexureI to this Report forming an integral part of this report.

COMPLIANCE WITH OTHER APPLICABLE LAWS

The Compliance Report of the Secretarial Auditor provides that the Company is compliantwith all the relevant and necessary applicable laws. In specific the Company has notreceived any complaints or no cases have been filed pursuant to the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

There were no instances of frauds identified or reported by the statutory auditorsduring the course of their audit pursuant to Section 143(12) of The Companies Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the directors to the best oftheir knowledge and ability confirm that- (a) in the preparation of the annual accountsthe applicable accounting standards have been followed along with proper explanationrelating to material departures;

(b) ) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(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 on a going concern basis; and

(e) the directors have laid down proper internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively.

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

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable laws. Actual results may differ materially from thoseexpressed in the statement. Important factors that could influence the Company'soperations include global and domestic demand and supply conditions affecting sellingprices raw material availability and prices changes in government regulations tax lawseconomic developments within the country and other factors such as litigation andindustrial relations.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation for the support andcooperation which the Company continues to receive from various departments of the Stateand Central Governments from its customers shareholders suppliers and Bankers. TheDirectors also commend the continuing commitment and dedication of the employees at alllevels which has been critical for the Company's success.

Place: Chennai For and on behalf of the Board of Directors
Date: 21.05.2019 Sd/- P. Ravi
Chairman
DIN: 00675665