The Directors present the 61st Annual Report Audited Accounts and Auditors Report forthe Financial Year ended on the 31st of March 2019.
The highlights of the financial results for the Financial Year ended 31st of March 2019are given below.
| || || |
(` in Million)
|Particulars ||Standalone || |
| ||Current ||Previous ||Current ||Previous |
| ||Financial Year ||Financial Year ||Financial Year ||Financial Year |
| ||2018-2019 ||2017-2018 ||2018-2019 ||2017-2018 |
|Revenue from Operation (Net of Excise) and Other Income ||6300.31 ||5913.25 ||6300.81 ||5913.63 |
|Profit / (Loss) before Interest Depreciation Exceptional items and Tax ||131.52 ||676.61 ||131.02 ||676.17 |
|Finance Cost ||47.43 ||34.19 ||47.43 ||34.19 |
|Profit/(Loss) before Depreciation Exceptional Items and Tax ||84.09 ||642.42 ||83.59 ||641.98 |
|Depreciation & Impairment ||183.35 ||177.43 ||183.35 ||177.43 |
|Exceptional Items Profit on sale of land ||31.97 ||- ||31.97 ||- |
|Profit/(Loss) before Tax ||(67.29) ||464.99 ||(67.79) ||464.55 |
|Current Tax Expense ||2.05 ||102.19 ||2.03 ||102.19 |
|Deferred Tax Adjustment ||(20.61) ||(262.27) ||(20.61) ||(262.27) |
|Profit/(Loss) for the year ||(48.73) ||625.07 ||(49.21) ||624.63 |
|Total Other Comprehensive Income (net of tax) ||(11.69) ||(0.56) ||(11.69) ||(0.56) |
|Total Comprehensive Income ||(60.42) ||624.51 ||(60.90) ||624.07 |
|Retained Earnings Opening Balance ||1792.33 ||1250.64 ||1781.71 ||1240.46 |
|Add/(Less) || || || || |
|Profit/(Loss) for the Year ||(48.73) ||625.07 ||(49.21) ||624.63 |
|Remeasurement of Defined Benefit Plans (Net of Tax) ||(3.46) ||(0.10) ||(3.46) ||(0.10) |
|Less : Equity Dividend & Dividend Distribution Tax thereon ||83.41 ||83.28 ||83.41 ||83.28 |
|Retained Earnings Closing Balance ||1656.73 ||1792.33 ||1645.63 ||1781.71 |
THE YEAR UNDER REVIEW
India is the second largest producer of cement in the world with an installed capacityof about 502 Million Tonnes Per Annum (MTPA) of cement production as at March 2019. Duringthe Financial Year 2018-19 the cement production grew by 13 per cent to about 337 MillionTons resulting in capacity utilization of about 68 per cent. The consumption growth in thecompany's primary market Gujarat was about 9 per cent.
The growth in cement consumption is largely driven by the growth in housing sectorparticularly rural and affordable housing coupled with the Government's thrust oninfrastructure. The GST Council has reduced the GST rates for under-construction flats andaffordable housing in March 2019 to five per cent and one per cent respectively and alsoincreased the carpet area of flats under affordable housing. RBI has reduced the Repo Rateby 50 basis points since December 2018 which will soften the interest rates on home loansand commercial borrowings. These factors coupled with Interest subsidy on home loans foraffordable housing are expected to stimulate the housing demand further.
The financial year under review witnessed a substantial increase in the cost of energy(coal pet coke and power) and petroleum fuels and restrictions on use of pet coke forpower and as fuel in cement plants.
The Government through Central and State Pollution Control Boards has initiatedmeasures for the use of Alternative Fuels and Raw Materials (AFR) in cement plants whichhelp in reducing the fuel cost and also utilize the waste / hazardous materials therebyhelping in maintaining ecological balance.
Production and Despatches
Your Company continued to operate at over 100% capacity utilization. The production ofclinker for the year ended March 2019 was 1.31 million tonnes around 6.4 percent higherthan the clinker production of 1.23 million tonnes in the year ended March 2018. Thecement production for the financial year ended March 2019 was 1.49 million tonnes around6.2 percent higher than the cement production of 1.40 million tonnes in the previousfinancial year.
The overall despatches of cement and clinker during the year ended March 2019 were 1.54million tones around 7 percent higher than the overall despatches of 1.44 million tonnesin the previous year ended March 2018.
The operating efficiencies of the plant improved resulting in lower specific power andfuel consumption. The specific power consumption was lower by about 3.5 kwh/Ton of cement.
Thermal Power cost and Fuel Cost were adversely affected on account of steep increasesin the cost of coal and pet coke. The increase in the diesel prices resulted in increasein the logistics costs for both inbound materials and outbound finished goods.
Your company makes conscious efforts towards sustainable development through variousenergy conservation measures reduced carbon emissions by substituting clinker by fly ashand slag use of Alternative Fuels and Raw Materials and afforestation measures. Yourcompany has also initiated measures for lower emissions and water conservation.
Marketing and Exports
Your Company's major sales volumes are from its primary market Gujarat. Your Companyincreased its sales in Gujarat by about 8 per cent. Due to the large surplus in theregion your Company continues to maintain its presence in coastal regions of Maharashtraand Kerala. However the profitability of these markets remains low on account of highcost of transport and non-availability of adequate public infrastructure.
Your Company also exported about 0.08 Million Tons of cement during the financial yearunder consideration.
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.
In view of inadequacy of profits your Directors do not recommend any dividend for theFinancial Year ended 31st of March 2019.
Equity Share Capital
The paid up Equity Share Capital of the Company as on 1st April 2018 was द 693.37million. The paid up Equity Share Capital of the Company as on 31st March 2019 includingthe forfeited shares was द 693.40 million. During the year under review 146249 EquityShares of द 10/- each were allotted to the employees in accordance with Employee StockOption Scheme 2017.
The Audited Standalone and Consolidated Financial Statements of the Company which formspart of this Annual Report has been prepared pursuant to Regulation 33 of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 in accordance with the provisions of the Companies Act 2013 and Companies (IndianAccounting Standards) Rules 2015 on Consolidated Financial Statements.
The Consolidated Net Loss of the Company amounted to द 49.21 million for theFinancial year ended 31st of March 2019.
SUBSIDIARY AND ASSOCIATE COMPANIES
The Company has five wholly owned subsidiary companies. Out of these five subsidiariesfour companies namely Pranay Holdings Limited Prachit Holdings Limited Ria HoldingsLimited and Reeti Investments Private Limited had filed Petition with National Company LawTribunal (NCLT) for amalgamation with the Company. The Petition was heard and the NCLTBench pronounced the final order on 2nd May 2019 approving the Scheme of Amalgamation.Accordingly these four companies have been merged with the Company effective from 1stApril 2018 being the Appointed Date under the Approved Scheme.
Agrima Consultants International Limited continues to remain a subsidiary of yourCompany. Section 136 of the Companies Act 2013 has exempted the listed companies fromattaching the financial statements of the Subsidiary companies to the Annual Report of theCompany.
In accordance with Section 129(3) of the Companies Act 2013 read with the rules madethere under; statements containing the salient features of the Financial Statements of theSubsidiary Company is disclosed separately in this Annual Report under Form AOC 1.
The Company will make available the Annual Accounts of the subsidiary company to anyMember on their request and shall also be kept open for inspection by any Member at theRegistered office of the Company. The statement is also available on the website of theCompany at http://scl.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 31stMarch 2019 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 the systems to ensure compliance with the provisions of all applicable lawsare in place and were adequate and operating effectively.
Your Company has complied with the requirements of Regulations 17 to 27 of theSecurities Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations 2015 and as amended from time to time. Pursuant to Schedule V of theSecurities Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations 2015 report on Corporate Governance along with Auditors Certificate on itscompliance is annexed separately to this report. A declaration by the Managing Directorthat Board and Senior Executives have complied with the Code of Conduct of the Companyalso forms a part of this Report as Annexure B.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are in accordance with the approvals being granted bythe Audit Committee Board and the Members at the General Meeting (as applicable). Theother details as required under Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 134 (3) of theCompanies Act 2013 are mentioned in the Corporate Governance Report. The particulars ofevery contract or arrangements entered into by the Company with related parties referredto in sub-section (1) of Section 188 of the Companies Act 2013 including certain armslength transactions under third proviso thereto is Annexed herewith at Annexure C inForm No. AOC -2.
RISK MANAGEMENT POLICY
The Company has in place a Risk Management policy to identify risks monitor andmitigate various risks to key business objectives. Major risks identified are beingaddressed by the plant marketing and corporate risk management committees through riskresponse strategies and subsequently mitigating actions is taken. The major risks arereported to the Audit Committee and Board on quarterly basis and action taken assuggested.
CORPORATE SOCIAL RESPONSIBILITY
Your Company endeavours to create long term benefits for the community around itsoperations through continuous efforts of social upliftment. In constant pursuit of makinglife better for communities your Company is constantly involved in various programmes /CSR activities like:-
1. Promotion of education particularly for girls.
2. Rural development projects.
3. Environmental & Health related projects.
The Board of Directors have based on the recommendation of the Corporate SocialResponsibility Committee formulated a Corporate Social Responsibility Policy for welfareof the society which is available at the following link:http://scl.mehtagroup.com/policy/csr-policy.
The key philosophy of the CSR initiative of your Company is to promote developmentthrough social and economic transformation.
During the year under review your Company has undertaken projects relating topromoting education for better life rural development environmental and healthcare.
The constitution and functions of the Corporate Social Responsibility Committee isprovided under the Corporate Governance Report. The details of various CSR activitiesundertaken during Financial Year 2018-19 are discussed in detail in The ManagementDiscussion and Analysis report.
The annual report on CSR activities and expenditure required under Section 134 &135 of the Companies Act 2013 read with Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 and Rule 9 of the Companies (Account) Rules 2014 aregiven in Annexure D of the Report.
LOANS GUARANTEES AND INVESTMENTS
The 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 areprovided in Notes to the Standalone Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal financial procedure commensurate with its size andnature of business. In accordance with the requirements the Company has appointedInternal Auditors who periodically audit the adequacy and the effectiveness of theinternal control systems and procedures as laid down by the management and suggestimprovements.
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. Also the status of the implementation of audit recommendations and adequacyinternal controls is reviewed by the Audit Committee.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment of Directors
Mr. Ashwani Kumar (DIN: 02870681) was appointed as Additional Director (Independent)w.e.f. 13.2.2019 for a period of 5 years subject to his appointment as a director at theensuing Annual General Meeting of the Company.
Mr. B. P. Deshmukh (DIN: 00002357) was re-appointed as Independent Directors foranother term of 5 consecutive years from 1.4.2019 to 31.3.2024 at the Annual GeneralMeeting held on 14th August 2018. Mr. Deshmukh is attaining the age of 75 years on 15thJuly 2019 and the continuation of his office as Directors from 16th July 2019 will besubject to the Member's approval at the ensuing Annual General Meeting of the company byway of special resolutions.
Mr. Jayant N. Godbole (DIN: 00056830) was re-appointed as Independent Directors foranother term of 5 Consecutive years from 1-4-2019 to 31-3-2024 at the Annual GeneralMeeting held on 14th August 2018. Mr. Godbole is attaining the age of 75 years on 17thFebruary 2020 and the Continuation of his office as Director from 18th February 2020 willbe subject to the member's approval at the ensuing Annual General Meeting of the Companyby way of Special Resolution.
The Board recommends the appointment.
Reappointment of Director
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Hemnabh R. Khatau (DIN: 02390064) will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. Brief resume of theDirector seeking re-appointment along with other details as stipulated under Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed herewith as Annexure E.
The Board recommends the re-appointment.
Cessation of Director
i) Mr. P. K. Behl (DIN: 00653859) Independent Director ceased to be the Director ofthe Company with effect from 8.3.2019 under Section 164(2) read along with Section 167 (1)of the Companies Act 2013.
ii) Mr. S. V. S. Raghavan (DIN: 00111019) Independent Director has resigned asDirector of the Company with effect from 25.5.2019 (closure of business hours) due to agerelated health issues.
The Board places on record their valuable services rendered by them to the Companyduring their tenure as the Directors of the Company.
Appointment / Change in Key Managerial Personnel:
During the year under review there is no appointment / change in Key Managerialpersonnel.
Disclosure pertaining to disqualification of Directors:
In accordance with the SEBI (LODR) (Amendment) Regulations 2018; a certificate hasbeen received from M/s Ragini Chokshi & Co. Practicing Company Secretaries that noneof the Directors on the Board of the Company has been disqualified to act as Director. Thesame is annexed herewith as Annexure F.
Annual Evaluation by the Board of its own performance its Committees and IndividualDirectors
In accordance with the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board of Directors has put in place a mechanism for evaluation ofits performance Committee's and Individual Directors. The evaluation process considersattendance of Directors at the Board and Committee meetings participation at themeetings domain knowledge in the Board Meeting awareness and observation of Governanceetc. Accordingly evaluation sheet gets circulated to each and every Board member and theBoard carry out annual performance evaluation of the entire Board Individual Directorsincluding Chairman. The responses being received were evaluated by the Board.
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 2013read along with SEBI (LODR) Regulations 2015.
AUDITORS Statutory Auditors
At the 60th Annual General Meeting held on 14th August 2018 the shareholders hadapproved the appointment of M/s. Manubhai & Shah LLP Chartered Accountants (FirmRegistration No. 106041W / W100136) as Statutory Auditors of the Company to audit theaccounts of the Company upto the Financial Year 2021-22 who shall hold office from theconclusion of the 60th Annual General Meeting till the conclusion of 64th Annual GeneralMeeting at such remuneration as may be decided by the Board in consultation with theauditors from time to time. Pursuant to the recent amendment to Section 139 of theCompanies Act 2013 effective 7th May 2018 ratification by Shareholders every year forthe appointment of the Statutory Auditors is no longer required and accordingly the Noticeof ensuing Annual General Meeting does not include the proposal for seeking Shareholdersapproval for ratification of Statutory Auditors appointment.
M/s. Manubhai & Shah LLP Chartered Accountants have furnished a certificate oftheir eligibility and consent under section 139 and 141 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of theCompany for the Financial Year 2019-20.
M/s Ragini Chokshi & Co Practicing Company Secretaries were appointed by the Boardof Directors as the Secretarial Auditor of the Company to carry out Secretarial Auditunder the provisions of Section 204 of the Companies Act 2013 for the Financial Year2018-19. The report of the Secretarial Auditor is annexed as Annexure G to thisreport. The report does not contain any qualification reservation nor adverse remarks.
The Board of Directors of the Company on the recommendation of the Audit Committeeappointed M/s Ragini Chokshi & Co. Practicing Company Secretaries as SecretarialAuditor of the Company for the Financial Year 2019-20.
The Board of Directors on the recommendation of the Audit Committee appointed M/sManubhai & Shah LLP Chartered Accountants to carry out the Tax Audit for theAssessment Year 2019-20.
The Board of Directors on the recommendation of the Audit Committee appointed M/sHaribhakti & Co. LLP Chartered Accountants to carry out the Internal Audit of theCompany for the Financial Year 2019-20.
In accordance with the provisions of Section 148 of the Companies Act 2013 on therecommendation of Audit Committee M/s. V. J. Talati & Co Cost Accountants have beenappointed by the Board as Cost Auditors of the Company for the Financial Year 2019-20 anda certificate of eligibility under Section 148 of the Companies Act 2013 has beenreceived.
As required under the Act the remuneration payable to the Cost Auditor is required tobe placed before the Members in a General Meeting for their ratification. Accordingly aResolution for seeking Members ratification for the remuneration payable to M/s. V. J.Talati & Co. Cost Auditor is included at item no. 3 of the Notice convening theAnnual General Meeting.
The Cost accounts and records as required to be maintained under Section 148(1) of Actare duly made and maintained by the Company.
OTHER DISCLOSURES UNDER COMPANIES ACT 2013 AND SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015
The Company has an Audit Committee and details of its constitution terms of referenceare set out in the Corporate Governance Report.
Nomination & Remuneration Committee and Policy
The Company has a Nomination & Remuneration Committee and has also adoptedNomination & Remuneration Charter and Remuneration/ Compensation Policy. Theconstitution of the Committee along with the terms of reference to the Committee is setout in the Corporate Governance Report. The Nomination and Remuneration Charter andCompensation Policy is available at the following links: http://scl.mehtagroup.com/policy/nomination-and-remuneration-charter andhttp://scl.mehtagroup.com/policy/compensation-policy
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 company policies etc. The WhistleBlower Policy has been posted on the website Company at the following link:http://scl.mehtagroup.com/policy/whistle-blower-policy
Number of Board Meetings
During the financial year under review four Board Meetings were held. The meetings24th day of May 2018 14th day of August 2018 1st day of November 2018 and 13th day ofFebruary 2019.
Energy Conservation Technology Absorption & 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) (m) of theCompanies Act 2013 are provided in Annexure H forming part of this Report.
Significant / Material orders based by the regulators
There are no significant / material orders based by the regulators any court ortribunal impacting going concern status of the company and its operations in future.
Pursuant to Section 92(3) and Section 134(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 as amended the AnnualReturn in Form MGT-7 is available on the website of the Company at the following link:http://scl.mehtagroup.com/investors/annualreturn.
Particulars of Employees
There were 417 permanent employees of the company as on 31st March 2019. 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 ofManagerial Personnel) Rules 2014 are annexed to this report at Annexure I.
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://scl.mehtagroup.com/investors.
Employee Stock Option Scheme (ESOP)
The ESOP Scheme has been implemented as per the SBEB (Share Based Employee Benefits)Regulations 2014 [SBEB Regulations]. The certificate of the auditors regarding theimplementation of the scheme being in accordance with SBEB Regulations would be placed atthe Annual General Meeting for the inspection of the members.
Applicable disclosure as stipulated under SBEB regulation as on 31st March 2019 withregard to employees stock option scheme is provided at Annexure J to this report.
Sexual Harassment of Women at Work Place (Prevention Prohibition & Redressal) Act2013
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 CorporateGovernance 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.
1. Secretarial Compliance Report
The Secretarial Compliance Report provided for the year ended 31st March 2019 from M/s.Ragini Chokshi & Co. Practicing Company Secretaries pursuant to Regulation 24A ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed hereto as Annexure K.
2. No disclosure or reporting is made in respect of the following items asrequired under the Companies Act 2013 and Securities & Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 as there were notransactions 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 orotherwise.
The company does not have any scheme or provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.
The Managing Directors of the company do not receive any remuneration orcommission from any of its subsidiaries.
No material fraud has been reported by the Auditors to the Audit Committee orthe Board.
There was no revision in the financial statements.
There was no change in the nature of business.
Transfer of Shares
As notified under Regulation 40(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 except in case of transmission or transposition ofsecurities requests for effecting transfer of securities shall not be processed unlessthe securities are held in the dematerialized form with a depository.
Listing of Equity Shares
The Company's equity shares are listed on the Bombay Stock Exchange Ltd (BSE). Listingfees have been paid up to 31st March 2020.
Industrial relations at our Factory and Offices have remained cordial.
In accordance with SS-1 the company has complied with all applicable secretarialstandards.
The Board of Directors wish to place on record their appreciation of the contributionmade by the employees at all levels to the continued growth and prosperity of yourcompany.
The Board of Directors also wish to place on record their appreciation to theshareholders dealers distributors consumers banks and other financial institutions fortheir continued support.
| ||On behalf of the Board of Directors || |
| ||M.S.Gilotra ||Jay Mehta |
|Place: Mumbai ||Managing Director ||Executive Vice Chairman |
|Dated: 25th May 2019 ||(DIN: 00152190) ||(DIN: 00152072) |