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Saurashtra Cement Ltd.

BSE: 502175 Sector: Industrials
NSE: SAURASHCEM ISIN Code: INE626A01014
BSE 00:00 | 21 Feb 37.80 0.75
(2.02%)
OPEN

36.20

HIGH

38.20

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35.20

NSE 05:30 | 01 Jan Saurashtra Cement Ltd
OPEN 36.20
PREVIOUS CLOSE 37.05
VOLUME 6643
52-Week high 82.00
52-Week low 35.20
P/E 11.05
Mkt Cap.(Rs cr) 262
Buy Price 37.00
Buy Qty 5.00
Sell Price 39.00
Sell Qty 267.00
OPEN 36.20
CLOSE 37.05
VOLUME 6643
52-Week high 82.00
52-Week low 35.20
P/E 11.05
Mkt Cap.(Rs cr) 262
Buy Price 37.00
Buy Qty 5.00
Sell Price 39.00
Sell Qty 267.00

Saurashtra Cement Ltd. (SAURASHCEM) - Director Report

Company director report

Dear Members

The Directors present the 60th Annual Report Audited Accounts and Auditors Report forthe Financial Year ended on the 31st of March 2018.

FINANCIAL HIGHLIGHTS

The highlights of the financial results for the Financial year ended 31st of March 2018are given below.

(Rs. in Million)
Particulars

Standalone

Consolidated

Current Financial Year 2017-2018 Previous Financial Year 2016-17 Current Financial Year 2017-2018 Previous Financial Year 2016-17
Revenue from Operation (Net of Excise) and Other Income 5913.26 4809.68 5913.63 4809.82
Profit/(Loss) before Interest Depreciation Exceptional items and Tax 676.80 402.59 676.17 401.73
Finance Cost 34.19 36.54 34.19 36.54
Profit/(Loss) before Depreciation Exceptional Items and Tax 642.61 36605 641.98 365.18
Depreciation & Impairment 177.43 153.55 177.43 153.84
Exceptional Items - - - -
Profit/(Loss) before Tax 465.18 212.50 464.55 211.35
Current Tax Expense 102.19 34.44 102.19 34.54
Deferred Tax Adjustment (262.27) 37.73 (262.27) 37.73
Profit/(Loss) for the year 625.26 140.33 624.63 139.08
Total Other Comprehensive Income (net of tax) (0.11) (1.12) (0.56) 4.59
Total Comprehensive Income 625.15 139.21 624.07 143.67
Retained Earnings - Opening Balance 1002.57 929.19 989.84 917.71
Add/(Less) Profit/(Loss) for the Year Remeasurement of Defined 625.26 140.33 624.63 139.08
Benefit Plans (Net of Tax) (0.10) (1.12) (0.10) (1.12)
Less : Equity Dividend & Dividend Distribution Tax thereon 83.28 65.83 83.28 65.83
Retained Earnings - Closing Balance 1544.45 1002.57 1531.09 989.84

THE YEAR UNDER REVIEW

The Indian cement industry witnessed a growth of 6.3% in the financial year 2017-18bouncing back from negative growth of 1.2% in previous fiscal year 2016-17. The revival ingrowth was on account of Government's thrust and increase in spending on infrastructureprojects under Bharatmala Sagarmala dedicated freight corridors for railwaysdevelopment of Smart Cities and push towards affordable housing and materialisation ofpent up demand. The real estate sector witnessed disruption in the construction activitieson account of after effects of demonetization introduction of Real Estate (Regulation andDevelopment) Act 2016 (RERA) and implementation of Goods and Service Tax (GST). Cementproduction during the year was about 297 Million Tons as against the installed capacity of455 Million Tons with capacity utilization of about 65.3%. The cumulative index of cementproduction increased by 5.7% in comparison to decline of 1.3% in previous year. The supplyoverhang continued in the Indian Cement industry during 2017-18 with capacity utilizationof around 65%.

The demand for cement during the first half of the financial year 2017-18 was sluggishon account of after effects of demonetization and implementation of GST from 1st July2017. The adverse effect was more pronounced in housing and infrastructure segments. Thecement sector's growth in the second half of 2017-18 was mainly attributable towards theinitiatives being undertaken by the government to boost the infrastructure sector byadditional spending on the infrastructure facilities. Consequently the cement pricesremained depressed in first half of the year but bounced back in second half.

Consumption of cement in your home market Gujarat increased by about 3%. The cementprices in Gujarat increased by about 17% over the previous year's prices and regained theprice levels prevalent in FY 2014-15.

PERFORMANCE REVIEW

Production and Despatches

Your Company continued to operate at over 100% capacity utilization. The production ofclinker for the year ended March 2018 was 1.23 million tonnes around 5 percent lower thanthe clinker production of 1.30 million tonnes for the year ended March 2017. The cementproduction for the year ended March 2018 was 1.40 million tonnes around 2 percent lowerthan the cement production of 1.44 million tonnes in the previous year ended March 2017.

The overall despatches of cement and clinker during the year ended March 2018 were 1.44million tonnes similar to the overall despatches of 1.43 million tonnes in the previousyear ended March 2017.

Marketing and Exports

Your Company's major sales volumes is from the Gujarat region. However due to thelarge surplus in the region Company continues to maintain a presence in coastal regionsof Maharashtra and Kerala. The profitability of these markets remains low on account ofhigh cost of transport and infrastructure.

Exports of cement and clinker have been low on account of adverse market conditions.Your Company exported about 0.037 Million Tons of clinker as against 0.081 Million Tons ofCement Export in the Previous Year.

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.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 1 per share on69191065 fully paid-up Equity Shares of Rs. 10/- each for the Financial Year ended 31stof March 2018.

SHARE CAPITAL

Equity Share Capital

The paid up Equity Share Capital of the Company as on 31st of March 2018 including theforfeited shares was Rs. 691.94 million.

FINANCIAL STATEMENTS

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 Profits of the Company amounted to Rs. 624.63 million for theFinancial year ended 31st of March 2018.

SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has five subsidiaries.

Section 136 of the Companies Act 2013 has exempted the listed companies from attachingthe financial statements of the Subsidiary companies to the Annual Report of the Company.

In accordance with Section 129(3) of the Companies Act 2013 read with the rules madethere under; the statement containing the salient features of the Financial Statements ofthe Company's Subsidiaries are disclosed separately in this Annual Report under Form AOC1.

Your Company will make available the Annual Accounts of the subsidiary companies 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 at 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 andexplanation 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 2018 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

Good Governance practices stem from the value system and philosophy of the organisationand your Company is committed to meet the aspirations of all stakeholders. The report onCorporate Governance as stipulated under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and a certificate of Compliancefrom the Auditors of the Company confirming compliance with the conditions of CorporateGovernance as stipulated in Regulation 15(2) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 for the year endedMarch 312018 forms part of this Report. A declaration by CEO and CFO that Board andSenior Executives have confirmed compliance with the Code of Conduct of the Company alsoforms 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 provided in the Corporate Governance Report.

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

Inclusive growth is a focal point of our Corporate Social Responsibility strategy. YourCompany endeavours to create long term benefits for the society through continuous effortsof social upliftment. In constant pursuit of making life better for communities yourCompany is committed to:

1. Rural Development.

2. Improving living conditions.

3. Promoting Swachh Bharat.

4. Addressing social inequalities.

5. Improving environmental balance.

6. Promoting Education

7. Healthcare

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://scl.mehtagroup.com/policy/ csr-policy.

During the year under review your Company has undertaken projects relating topromoting education for better life extra coaching classes and yoga activities and hassupported Clean India Movement and Promoting Health Care for rural area.

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

The details of various CSR activities undertaken during Financial Year 2017-18 arediscussed in detail in The Management Discussion 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.

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.

Your Company has a robust risk assessment and management system wherein the risks areidentified minimized deliberated and mitigated in lively manner. The risks areperiodically reviewed and the major risks are reported to the Audit Committee and Board onquarterly basis.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act 2013 the Directors have anoverall responsibility for ensuring that the Company has implemented a robust system andframework of Internal Financial Controls. Accordingly your Company has devisedappropriate systems and framework including proper delegation of authority policies andprocedures effective IT systems aligned to business requirements risk based internalaudits risk management framework and whistle blower mechanism.

Your Company has already developed and implemented a framework for ensuring internalcontrols over financial reporting. This framework includes entity level policies processand operating level standard operating procedures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Reappointment of Directors

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. HemangD. Mehta (DIN: 0146580) will retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. Brief resume of Director seekingre-appointment along with other details as stipulated under Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 is enclosedherewith as Annexure E.

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 questionnaire for Board evaluation was prepared taking into consideration variousaspects of the Board functioning such as understanding of Board members of their roles& responsibilities time devoted by the Board to Company's long term strategic issuesquality & timeliness of Board information flow between Board members and managementBoard's effectiveness in disseminating of the information to the shareholders and inrepresenting shareholder's interest Board information on industry trends & regulatorydevelopment and discharge of fiduciary duties of the Board.

Committee performance was evaluated on the basis of their effectiveness in carrying outthe respective mandates.

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 theIndependent 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.

Appointment of Independent Directors

In accordance with the provisions of Section 149 sub-section 10 read along withsub-section 11 of the Companies Act 2013; an independent director can be appointed fortwo consecutive term of 5 years each wherein a Special Resolution is required to be passedat the Members meeting for the second consecutive term.

The Board at its meeting held on 24th May 201 8 on the recommendation of Nomination& Remuneration Committee approved and recommended to the Members re-appointment offollowing Independent Directors for second consecutive term of five years at the ensuingAnnual General Meeting. The details of the existing tenure and proposed tenure areprovided hereunder:

Sr. No. Name of the Director Tenure ends on

Reappointment proposed

From To
1. Mr. S.V.S. Raghavan 31.3.2019 1.4.2019 31.3.2024
2. Mr. M. N. Rao 31.3.2019 1.4.2019 31.3.2024
3. Mr. K. N. Bhandari 31.3.2019 1.4.2019 31.3.2024
4. Mr. B. P. Deshmukh 31.3.2019 1.4.2019 31.3.2024
5. Mr. Jayant N. Godbole 31.3.2019 1.4.2019 31.3.2024
6. Mr. Bimal Thakkar 31.3.2019 1.4.2019 31.3.2024
7. Mr. P. K. Behl 29.5.2019 30.5.2019 29.5.2024
8. Mrs. Bhagyam Ramani 3.8.2019 4.8.2019 3.8.2024

Brief resume of Directors seeking re-appointment along with other details as stipulatedunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is enclosed herewith as Annexure E.

AUDITORS

Statutory Auditors

M/s. Manubhai & Shah LLP Chartered Accountants the Statutory Auditors of theCompany who were appointed to audit the accounts of the Company for the Financial Year2017-18 holds office upto the conclusion of the ensuing Annual General Meeting.

In accordance with the provisions of Section 139 (1) of the Companies Act 2013 asamended by Companies (Amendment) Act 2017; it is proposed to reappoint M/s. Manubhai& Shah LLP Chartered Accountants (Firm Registration no. 106041W/W100136) as StatutoryAuditors of the Company to audit the accounts of the Company upto the Financial Year2021-22 who shall hold office from the conclusion of the ensuing Annual General Meetingtill the conclusion of 64 th Annual General Meeting at such remuneration as may be decidedby the Board in consultation with the auditors from time to time. As required under theprovisions of the Companies Act 2013 the Company has received written confirmation fromM/s. Manubhai & Shah LLP 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 & 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 Year2017-18. The report of the Secretarial Auditor is annexed as Annexure F to thisreport.

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 2018-19.

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 2018-19.

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 2018-19.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act 2013 and on therecommendation of Audit Committee M/s. V. J. Talati & Co Cost Accountants have beenappointed by the Board as Cost Auditor of the Company for the Financial Year 201819.Certificate of eligibility under Section 148 of the Companies Act 2013 has also beingreceived from him. As required under the Act the remuneration payable to the Cost Auditoris required to be placed before the Members in a General Meeting for their ratification.Accordingly a Resolution for seeking Members ratification for the remuneration payable toM/s. V. J. Talati & Co. Cost Auditor is included at item no. 5 of the Noticeconvening the Annual General Meeting.

OTHER DISCLOSURES UNDER COMPANIES ACT 2013 AND SEBI(LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULA TIONS 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 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 http://scl.mehtagroup.com/policy/nomination-and-remuneration-charter andhttp://scl.mehtagroup.com/policy/compensation-policy

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 company policies etc.

Number of Board Meetings

During the financial year under review four Board Meetings were held. The meetingswere held on the 23rd day of May 2017 13th day of September 2017 9th day of November2017 and 8th day of February 2018.

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) of theCompanies Act 2013 are provided in Annexure G forming a part of this Report.

Annual Return

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 at the website of the Company athttp://scl.mehtagroup.com/investors/annualreturn.

Particulars of Employees

There were 443 permanent employees in the Company as on 31st March 2018. 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 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:www.saurashtracementlimited.com/investors.

Employee Stock Option Scheme

Nomination & Remuneration Committee and the Board of Directors at its meetings heldon 23rd May 2017 and the Members at the Annual General Meeting held on 26th July 2017approved the introduction and implementation of Saurashtra Employee Stock Option Scheme2017 (hereinafter referred to as the "ESOS 2017") to create and grant from timeto time in one or more tranches not exceeding 6919106 (Sixty Nine Lakh NineteenThousand One Hundred and Six) Employee Stock Options to or for the benefit of suchperson(s) who are in permanent employment of the Company including any Director whetherwhole time or otherwise (other than Promoters of the Company Independent Directors andDirectors holding directly or indirectly more than 10% of the outstanding Equity Shares ofthe Company) as may be decided under ESOS 2017 exercisable into not more than 6919106(Sixty Nine Lakh Nineteen Thousand One Hundred and Six) equity shares of face value of Rs.10 (Rupees Ten) each fully paid-up on such terms and in such manner as the Board maydecide in accordance with the provisions of the applicable laws and the provisions of ESOS2017.

Based upon the above authority the Nomination and Remuneration Committee at itsmeeting held on 8th February 2018 approved grant of 1633253 (Sixteen Lakh Thirty ThreeThousand Two Hundred Fifty Three) options at an exercise price of '10/- per option toeligible employees of the Company as per the terms and conditions mentioned in ESOS 2017to the permanent employees of the Company (including Managing Director) approved by theMembers at the Annual General Meeting held on 26th July 2017.

The disclosures as required as per Rule 12(9) of Companies (Share Capital andDebentures) Rules 2014 and as per SEBI Requirements are given below:

Options granted during the year 1633253
Options vested during the year Nil
Options Exercised Nil
Total number of shares arising as a result of exercise of option Nil
Options Lapsed Nil
Exercise Price ' 10/- per option
Option cancelled Nil
Variation of terms of Option Subject to such approvals as may be required the Nomination and Remuneration Committee may at any time amend alter or vary the terms of the ESOS 2017 and/ or terms of the Options already granted under the ESOS 2017 subject to the condition that such amendment alteration or variation as the case may be is not detrimental to the interest of Employees.
Money realized by exercise of options Options yet to be exercised.
Total no. of options in force None of the options granted have vested. The number of options in force (Options granted) is 1633253.

Employee wise details granted to Key Managerial Personnel

Name Designation Number of Options granted
M. S. Gilotra Managing Director 345955
Rakesh Mehta Chief Financial Officer 138455
Sonali Sanas Vice President-Legal & Company Secretary 79536

Employees to whom more than 5% options granted during the year:

Name Designation Number of Options granted
M. S. Gilotra Managing Director 345955
Rakesh Mehta Chief Financial Officer 138455
Prakash Kunte Director - HR 132261
Narendra Singh Director - Works 179917

Employees to whom options more than 1% of issued capital granted during the year - Nil

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.

Other Disclosures:

No disclosure or reporting is made in respect of the following items as required underthe Companies Act 2013 and Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 as there were no transactions during theyear 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 of itsown 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 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 Ltd (BSE). Listingfees have been paid up to 31st March 2019.

Staff Relations

Industrial relations at our Factory and Offices have remained cordial.

Secretarial Standards

In accordance with SS-1 the Company has complied with all applicable secretarialstandards.

Awards and accolades

During the year under review the Company has been conferred with the following awards& accolades.

In the area of Mines;

> Five Star award from Indian Bureau of Mines Gandhinagar Region Ministry of Minesfor exemplary performance in implementation of Sustainable Development Framework during2016-17 assessed under Star Rating System.

> First prize from Commissionerate Geology & Mines of Gujarat Government ofGujarat for promoting Swachhata Pakhwada program under District Level.

> First Second and Third prize under various categories from Directorate General ofMines Safety Ahmedabad at 8th Metalliferous Mines Safety & Swachhata Week 2017Ahmedabad Region under State Level.

> 1st Prize and 2nd Prize for Reclamation & Rehabilitation and EnvironmentMonitoring under State Level from Indian Bureau of Mines Gandhinagar Region at 25th MinesEnvironment & Mineral Conservation Week 2017-18.

Acknowledgement

The Directors thank the Central Government Government of Gujarat FinancialInstitutions Bankers Shareholders Employees Stockists Dealers and all otherstakeholders associated with its operations for the co-operation and encouragementextended to the Company. The Board also takes this opportunity to express its sincereappreciation of the contribution 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: 24.05.2018 Managing Director Executive Vice Chairman