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Shree Digvijay Cement Co. Ltd.

BSE: 502180 Sector: Industrials
NSE: SHREDIGCEM ISIN Code: INE232A01011
BSE 00:00 | 01 Mar 59.30 1.00
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NSE 00:00 | 01 Mar 59.35 1.05
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OPEN 59.00
PREVIOUS CLOSE 58.30
VOLUME 95039
52-Week high 66.85
52-Week low 18.15
P/E 16.94
Mkt Cap.(Rs cr) 844
Buy Price 59.30
Buy Qty 10.00
Sell Price 59.30
Sell Qty 120.00
OPEN 59.00
CLOSE 58.30
VOLUME 95039
52-Week high 66.85
52-Week low 18.15
P/E 16.94
Mkt Cap.(Rs cr) 844
Buy Price 59.30
Buy Qty 10.00
Sell Price 59.30
Sell Qty 120.00

Shree Digvijay Cement Co. Ltd. (SHREDIGCEM) - Director Report

Company director report

Dear Shareholders

Your Board of Directors has immense pleasure in presenting 75th Annual Report of Shree Digvijay Cement Co. Ltd. along with audited financial statements for the year ended 31st March 2020.

FINANCIAL HIGHLIGHTS:

The financial highlights for the year under report are as under:

(Rs. in lakhs)
ParticularsCurrent Year Ended 31.03.2020Previous Year Ended 31.03.2019
Revenue from Operations (Gross) including Other Income4720944111
Operating Expense3689440994
Operating Profit (EBITDA)103153117
Depreciation / Amortization24802399
Interest178386
Profit Before Tax7657332
Tax Expenses2014126
Profit for the year5643206
Other Comprehensive(41)(85)
Income/(Expense) (OCI)
Total Comprehensive Income/ (Expense) for the year5602121
Balance brought forward from previous year(1008)(1129)
Transition impact of Ind AS 116 net of tax(6)-
Total Profit/(Loss) Carried Over to Balance Sheet4588(1008)

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

Company's total income for the year stood at Rs. 47209 lakhs 7% higher over the previous year driven by comparative higher sales prices.

Profit before tax for the year was Rs.7657 lakhs as compared to Rs.332 lakhs in previous year. Profit after tax for the year was Rs.5643 lakhs as compared to Rs. 206 lakhs in the previous year.

The growth was recorded mainly due to higher market realisation raw material cost optimization reduction in overall fuel cost and sustainable plant operations.

PRODUCTION AND SALES:

(In lakhs MT)
CurrentPrevious
Year EndedYear Ended
31.03.202031.03.2019
Production:
- Clinker8.128.51
- Cement9.9310.57
Sales:
- Cement9.8310.53
- Clinker--

During the year under review Cement production was 9.93 lakhs MT as against 10.57 lakhs MT in previous year. Clinker production was 8.12 lakhs MT as against 8.51 lakhs MT in previous year. Company's operations were impacted due to lengthy rainy season and further got impacted in the month of March 2020 due to shutdown following nationwide lockdown announced by the Government of India in view of COVID-19 pandemic. The Company has resumed its operations after obtaining permission from competent authorities and further is monitoring the situation closely.

There has not been any change in the nature of the business of the Company.

DIVIDEND :

Your Directors are pleased to recommend a Dividend of Rs.1.50/- (i.e. 15%) per equity share of Rs. 10/- each on 141374278 equity shares for the year ended 31st March 2020 aggregati ng to Rs.2120.61 Lakhs payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date. This proposed Dividend after a gap of 33 years reflect your Company's strong performance and commitment. There is no dividend distribution tax applicable on the Dividend payable.

TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

SHARE CAPITAL :

The paid-up Equity Share Capital as on 31st March 2020 was Rs.1413742780/-. In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company Shareholders of the Company have at their Annual General Meeting held on 5th August 2019 approved increase in Authorised Equity Share Capital of the Company to Rs. 2500000000 (Rupees Two Hundred Fifty Crores only) comprising entirely of 250000000 (Twenty Five Crores) Equity Shares of Rs.10 (Rupees Ten) by reclassification of the Authorised Share Capital from Rs. 2500000000 comprising 150000000 Equity Shares of Rs.10 each and 10000000 Preference Shares of Rs. 100 each.

The Company has neither issued shares with differential rights as to dividend voting or otherwise nor issued shares to the Employees or Directors of the Company.

No disclosures is required under Section 67(3)(C) of the Companies Act 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

DEPOSITS :

Your Company has neither accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

LOANS GUARANTEES AND INVESTMENTS :

Your Company has neither given any loan or guarantee nor has made any investment during the year under report attracting the provisions of Section 186 of the Companies Act 2013.

FINANCIAL STATEMENTS :

The Audited Standalone Financial Statements of the Company which forms part of this Annual Report has been prepared pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and in accordance with the provisions of the Companies Act 2013 and Rules made thereunder.

NUMBER OF MEETINGS :

Meetings are held as per statutory requirements and as per business needs. A calendar of meetings is prepared and circulated in advance to the Directors.

Board Meeting

During the year six Board Meetings were convened and held the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013 Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR.

Audit Committee

The Audit Com mittee comprises of three members. The Chairman of the Committee is an Independent Director. The Committee met four times during the year. Details of the role and responsibilities of the Audit Committee the particulars of meetings held and attendance of the Members at such Meetings are given in the Corporate Governance Report.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee of Directors majority of members are Non-Executive Directors and 50% of members are Independent Directors. The Committee met four tim es during the year. Details of the role and responsibilities of the Committee the particulars of meetings held and attendance of the Members at such Meetings are given in the Corporate Governance Report.

CSR Committee

The CSR Committee comprises of four members of which one is Independent Director. The Committee met once during the reporting period. Details of the role and functioning of the Committee are given in the Corporate Governance Report.

More details about all the Committee of the Board is stated in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT :

As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act 2013 (Act) Directors subscribe to the Directors Responsibility Statement and confirm that:

(a) in preparation of Annual Accounts for the financial year ended 31st March 2020 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2020 and the profit and loss of the Company for that Year;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts of the Company on a going concern basis;

(e) the Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION :

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy inter alia for nomination and appointment (including remuneration) of Directors senior management and key managerial personnel of the Company. The details of Nomination and Remuneration Policy is stated in the Corporate Governance Report and uploaded on website of the com pany at https:// www.digvijaycement. com /wp-content/uploads/2020/02/ Nomination-Remuneration-Policy-05-Aug-2019.pdf.

The Board of Directors of the Company follows the criteria for determining qualification positive attributes independence of Directors as per Nomination and Remuneration Policy and the Board Diversity Policy and other applicable policies of the Company.

Directors are appointed /re-appointed with the approval of the Members for a term in accordance with the provisions of the law and the Articles of Association of the Company. The initial appointment of CEO and Managing Director is generally for a period of three years. All Directors other than Independent Directors are liable to retire by rotation unless otherwise specifically provided under the Articles of Association or under any statute or terms of appointment. One third of the Directors who are liable to retire by rotation retire at every annual general Meeting and are eligible for re-appointment.

Further details on election process appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel forms part of the Corporate Governance Report.

CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:

Details of contracts/arrangement with the Related Parties are appearing under Note no. 38b and form part of this report. All related party transactions that were entered into during the year under report were on arm's length basis and were in the ordinary course of business. The related party transactions made by the Company with erstwhile promoter companies have no potential conflict with the interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also before the Board wherever required for approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The Company's management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm's Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 particulars of material contracts and arrangements entered between the Company and the Related Parties are annexed herewith as Annexure A.

MATERIAL CHANGES AND COMMITMENTS :

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on 31st March 2020 and the date of this report i.e. 14th May 2020.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

Information relating to conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo required under Section 134 (3) (m) of the Companies Act 2013 are annexed hereto as Annexure B and form part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION :

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act 2013 and the Rules framed thereunder are annexed hereto as

Annexure C.

During the year under review no employees other than Executive Chairman and CEO & Managing Director were in receipt of remuneration of not less than Rs.102 Lakh per annum or Rs.8.50 Lakh per month. Though certain details on remuneration in respect of said Executive Chairman and CEO & Managing Director are provided in Corporate Governance Report and forms part of this Report in term of Section 136 of the Companies Act 2013 the Report and Account are being sent to the Members and others entitled thereto excluding the aforesaid annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting or may be made available on request being made by email to investors.sdccl@digvijaycement.com.

EMPLOYEE STOCK OPTION PLAN (ESOP) :

Pursuant to approval of Shareholders at the Annual General Meeting held on 5th August 2019 and in accordance with SEBI (Share Based Employee Benefits) Regulations 2014 (SBEB Regulations) SDCCL Employee Stock Option Plan 2019 (ESOP 2019) has been implem ented. The Nom ination and Remuneration Committee of the Board has at its meeting held on 5th August 2019 granted 7060000 options at an exercise price of Rs. 16/- per option to eligible employees of the Company as per the terms and conditions mentioned in ESOP 2019.

The certificate of the auditors regarding the implementation of the scheme being in accordance with SBEB Regulations and in accordance with the resolution of the Company in the general meeting would be placed at the Annual General Meeting or posted electronically for the inspection of the members.

Applicable disclosure as stipulated under SBEB regulation as on 31st March 2020 with regard to ESOP 2019 is provided at Annexure D to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :

The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. The Company has in place Internal Complaints Committee for redressal of grievances regarding sexual harassment received by the Committee. All employees are covered under this Policy. During the year under review the Company has not received any complaints of sexual harassment. The Company has complied with all the applicable provisions of the said Act.

RISK MANAGEMENT POLICY :

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company has developed and implemented a Risk Management Policy that also include the process for identifying minimizing and mitigating risks which is periodically reviewed by the Audit Committee and the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY [CSR] :

Your Company aims to remain essential to the society with its social responsibility strongly connected with the principle of sustainability an organization based not only on financial factors but also on social and environmental consequences. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way while meeting the interest of Stakeholders.

The Company was the first industrial unit in the region who started providing free drinking water and free medical amenities not only to its employees but to all nearby villagers whosoever residing in the radius of more than 15 KMs.

As required under Section 135 of the Companies Act 2013 and to demonstrate the responsibilities towards Social upliftment in structured way the Company has formed a Policy. Details of the policy CSR Committee CSR spent during the year forms part of CSR Report and annexed hereto as Annexure E.

The CSR Committee is supported by an Executive Committee comprising of senior officers of the Company from various departments.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) :

Appointment of Director

The Board has at their meeting held on 14th May 2020 appointed Mr. Satish Kulkarni (DIN 0008741350) as Additional Director in the category of Independent Director with effect from 2nd June 2020. Pursuant to Section 161 and other applicable provisions if any of the Companies Act 2013 and Article 109(i) of the Articles of Association of the Company Mr. Satish Kulkarni shall hold office till the date of the ensuing Annual General Meeting. The Board recommends appointment of Mr.Kulkarni as Independent Director of the Company for a period of 5 years i.e. from 30th June 2020 and upto the date of Annual General meeting in the year 2025.

Mr. Satish Kulkarni has submitted the Declaration of Independence as required pursuant to Section 149 of the Companies Act 2013 and provisions of the Listing Regulations stating that he meets the criteria of independence as provided therein. The Board has also considered such declaration and have formed opinion that Mr. Satish Kulkarni as Independent Director fulfils the criteria of independence and is independent from management.

The Company has received notice as per the provisions of Section 160(1) of the Companies Act 2013 from Member in writing proposing his candidature for the office of Director.

Re-appointment of Director

Mr. Pramod Kabra Non-Executive and Non-Independent Director of the Company retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 and the Articles of Association of your Company and being eligible has offered himself for re-appointment as the Director.

As required by Regulation 36(3) of the SEBI(LODR) and provisions of the Secretarial standards brief resume and other details of the above mentioned Directors getting appointed / re-appointed is attached to the Notice of the ensuing Annual General Meeting.

None of the Directors proposed for appointment / reappointment at the ensuing Annual General meeting are disqualified from being appointed /reappointed as Directors under the provisions of the Companies Act 2013 the SEBI-LODR or any other order directions of MCA SEBI or any other statutory authorities.

Cessation of Directors

Mr. A.K. Chhatwani and Mr. Kumaresan Arcot have resigned from the office of Independent Directors effective from 29th July 2019 and 28th January 2020 respectively. Your Board takes the opportunity to acknowledge the contributions of Mr. A.K. Chhatwani and Mr. Kumaresan to the Company during their tenure on the Board.

Key Managerial Personnel (KMP)

During the year under review there is no change in Key Managerial Personnel. The following are the Key Managerial Personnel of the Company as defined under Sections 2(51) 203 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

 Mr. KK Rajeev Nambiar Chief Executive Officer & Managing Director

 Mr. Vikas Kumar Chief Financial Officer

 Mr. Suresh Meher Vice President (Legal) & Company Secretary

Certificate of Non Disqualification of Directors

In accordance with the SEBI (LODR) (Amendment) Regulations 2018; a certificate has been received from M/s Manoj Hurkat & Associates Practicing Company Secretaries that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure F.

Annual Evaluation by the Board of its own performance its Committees and Individual Directors

In terms of Policy on Evaluation of Performance of Directors and the Board the Board has carried out an evaluation of its own performance the Directors individually as well as the evaluation of the working of its Audit Nom ination and Remuneration Committees and other committees of Board as mandated under the Companies Act 2013 and SEBI (LODR) Regulations 2015. The criteria and manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

AUDITORS :

Statutory Auditors and their Report

M/s. BSR & Associates LLP (BSR) Chartered Accountants Mumbai (ICAI Firm Registration Number 116231W/W- 100024) were appointed as Statutory Auditor of the Company at the 73rd Annual General Meeting held on 7th September 2018 to hold office from the conclusion of the said Meeting till the conclusion of the 78th Annual General Meeting to be held in 2023 subject to ratification of their appointment by the Members at every intervening Annual General Meeting held thereafter.

The requirement of seeking ratification by the members for continuance of their appointm ent has been withdrawn consequent upon the changes made by the Com panies (Amendment) Act 2017 with effect from 7th May 2018. Hence the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.

The Auditors' Report issued by BSR to the shareholders for the year under review does not contain any qualification.

Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 the Company has made and maintained the cost accounts and records for the year 2019-20. The Board of Directors on the recommendation of the Audit Committee appointed M/s. Kiran J. Mehta & Co. Cost Accountants as the Cost Auditors of the Company for the financial year 2019-20. The Cost Audit Report for the financial year ended 31st March 2019 was filed with the Central Government on 19th August 2019 vide SRN No.H834391090.

Further the Board of Directors has appointed M/s Kiran J Mehta & Co. as the Cost Auditors of the Company for the financial year 2020-21 and fixed their remuneration subject to ratification by the shareholders at the ensuing AGM of the Company. M/s Kiran J Mehta & Co. have confirmed that their appointment is within the limits of the section 139 of the Companies Act 2013 and have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act 2013. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. Necessary resolution seeking Member's approval for ratification of remuneration payable to the Cost Auditor for FY 2020-21 is included in the notice convening 75th Annual General Meeting.

Secretarial Auditor and Secretarial Audit Report

Section 204 of the Companies Act 2013 inter-alia requires every listed company to undertake Secretarial Audit and shall annex with its Board's Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel ) Rules2014 read with Regulation 24A of the Listing Regulations and other applicable provisions if any the Board of Directors of the Company had appointed M/s Manoj Hurkat & Associates Company Secretaries in Whole-time Practice to carry out Secretarial Audit for the financial year 2019-20.

The Secretarial Audit Report for the financial year ended 31st March 2020 are annexed as Annexure G to this Report. This report is unqualified and self-explanatory and does not call for any further comments/explanations

Tax Auditors

The Board of Directors on the recommendation of the Audit Committee re-appointed M/s. BSR & Associates LLP (BSR) Chartered Accountants to carry out the Tax Audit for the Assessment Year 2020-21.

Internal Auditors

During the year under review M/s. RSM Astute Consulting (RSM) has acted as Internal Auditors of the Company. Audit observations of RSM and corrective actions thereon are periodically presented to the Audit Committee of the Board. The Board of Directors on the recommendation of the Audit Committee re-appointed RSM to carry out the Internal Audit of the Company for the Financial Year 2020-21.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has an Internal Control System commensurate with the size scale and complexity of its operations. The Company has adequate internal financial control which are constantly monitored by Finance Department.

The Finance Department monitors and evaluates operating systems accounting procedures and policies at all locations of the Company. Based on the report of external Internal Auditors the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthen the controls. The scope functioning periodicity and methodology for conducting internal audit is as per terms agreed by the Audit Committee in consultation with the Internal Auditor and as approved by the Board.

The Company had in all material respects an adequate internal financial controls system with respect to its financial statements for the year ended 31st March 2020 and that are operating effectively. More details on internal financial controls forms part of the Management Discussion and Analysis Report.

WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS :

In line with the requirement of the Companies (Amendment) Act 2017 effective from 31st July 2018 the extract of annual return is no longer required to be part of the Board Report. However for the Compliance of Conditions of Section 92 and Section 134 copy of the Annual Return for the financial year ended 31st March 2020 and other policies of the Company shall be placed on the Company's website: www.digvijaycement.com.

MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud corruption and unethical behavior that could adversely impact the Company's business operations performance and reputation Digvijay has emphasized even more on addressing these risks. To meet this objective a comprehensive vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act 2013 and SEBI (LODR) Regulations 2015 is in place. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

In addition to above policy Company has in place Code of Conduct Ethics Anti-Corruption policy and other critical compliance policies which are laid down based on the Company's values beliefs principles of ethics integrity transparency and applicable laws. Your Company has zero-tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings.

To create awareness about the Company's commitment to conduct business professionally fairly and free from bribery and corruption regular training and awareness workshops is conducted for all employees (direct and indirect) across the organization.

More details about the Code are given in the Corporate Governance Report.

Code of Conduct to Regulate Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations 2015 the Company has adopted a Code of Conduct to Regulate Monitor and Report Trading by Insiders (Insider Code). Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are inter-alia prohibited from trading in the shares and securities of the Company or counsel any person during any period when the unpublished price sensitive information are available with them.

The Insider Code also requires pre-clearance for dealing in the Company's shares and prohibits dealing in Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report which gives a detailed account of state of affairs of the Company's operations forms a part of this Annual Report.

CORPORATE GOVERNANCE REPORT :

The Corporate Governance Report forms an integral part of this Report as annexed hereto as Annexure H together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015.

BUSINESS RESPONSIBILITY REPORT :

The Business Responsibility Report as required under National Guidelines on Responsible Business Conduct formulated by Ministry of Corporate Affairs Government of India and under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 describing the initiatives taken by the Company from an environmental social and governance perspective form an integral part of this Annual Report and annexed hereto as Annexure I.

TRANSFER OF SHARES :

As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 except in case of transmission or transposition of securities requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.

LISTING OF EQUITY SHARES :

The Company's equity shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd.. Listing fees have been paid up to 31st March 2021.

More details about the Transfer of Shares and Listing of Shares are given in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS :

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India which have mandatory application during the year under review.

AWARDS AND RECOGNITION :

`Excellence is not an act but a habit' - Aristotle

At Digvijay we continuously invest in the development and improvement of our operations to achieve the world best. Your Company received several awards and recognitions during the year 2019-20.

Key recognitions among them are reflected through the following awards conferred on the Company:

 Best Cement Manufacturer in Gujarat for 75 years of development and contribution to Gujarat handed over by the Hon'ble Chief Minister of Gujarat.

 Gold Category Exceed Award 2018 for outstanding achievements in Environment preservations.

 GOLD AWARD - SEEM ENERGY MANAGEMENT AWARD 2019 beating all the INDIAN CEMENT MANUFACTURERS through our outstanding achievements in ENERGY MANAGEMENT.

 Apex India Business Excellence Award 2019 for outstanding achievements in BUSINESS MANAGEMENT.

 GOLD CATEGORY AW ARD FOR Outstanding Achievements in Safety Management by GREENTECH SAFETY AWARD 2019.

 Leadership Award for Health-Safety and Main streaming of HIV Prevention from Centre for Social Development Gujarat.

 National Award for Excellence in Cost Management - 2nd position in Private Small & Medium Enterprise by ICWAI.

 Ramakrishna Bajaj National Quality Award.

 Several other wards Mines Safety Swachhta Publicity Propaganda and Fire Fighting for its Mines locations.

HOLDING ENTITY :

True North Fund VI LLP became the Promoter of the Company effective from 30th April 2019 on acquisition of 80825928 fully paid-up equity shares of Rs. 10 each representing 57.17% of issued and paid up share capital of the Company i.e. 54.62% of shares acquired through on market purchase on the floor of stock exchange from erstwhile promoters Votorantim Cimentos EAA Inversiones S.L & Votorantim Cimentos S.A. and 2.55% through open offer from public shareholders pursuant to the Share Purchase Agreement (SPA) executed on 12th November 2018 amongst True North Fund VI LLP and Votorantim Cimentos EAA Inversiones S.L & Votorantim Cimentos S.A.

HUMAN RESOURCES :

Your people are your greatest resource. Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. In-house news-letters provide forum for information sharing. Rewarding individuals for their contribution is part of motivation towards Excellence. More details on this section are forming part of Management Discussion and Analysis Report.

HEALTH AND SAFETY/ INDUSTRIAL RELATIONS :

The Company continues to accord high priority to health and safety of employees at all locations. During the year under review the Company conducted safety training programs for increasing disaster preparedness and awareness amongst all employees at the plant. Training programs and mock drills for safety awareness were also conducted for all employees at the plant. Safety Day was observed with safety competition programs with aim to imbibe safety awareness among all the employees (direct and indirect) at the plant.

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

GENERAL :

Your Directors state that no disclosure or reporting is required in respect of following items as either there were no transactions on these items or these items are not applicable to the Company during the year under review:

1) No material changes and commitments if any affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March 2020 and the date of this report.

2) No company have become or ceased to be Subsidiary Associate or joint venture of the Company during the year under review.

3) No significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

4) No fraud has been reported during the audit conducted by the Statutory Auditors Secretarial Auditors and Cost Auditors of the Company.

5) During the year under review no revision was made in the previous financial statement of the Company except as otherwise required under applicable laws.

ENVIRONMENT SUSTAINABILITY :

We believe in sustainable development. We regard social economic and environmental responsibility as integral element of our business.

Your Company is ISO 14001 Environment Management system Certified and adhere to OHSAS 18001 standards of Safety and Occupational Health. Professional Environment Auditors such as Det Norske Veritas the State Pollution Board's certified auditors and Environmental System Auditors conduct periodic in-depth environmental audit on our plant. The Audit Reports validate our commitment to environmental conservation. Large scale plantations in the mines plant colonies and surrounding areas provide a lush green cover and are reflection of our respect for the environment.

ACKNOWLEDGEMENT :

Your Directors are thankful to the Central and State Government Departments Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders Dealers Vendors Banks and other business associates for their excellent support and help rendered during the year. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.

Your Directors wish to place on record their appreciation for the support and guidance provided by its Parent Company/Promoter.

For and on behalf of the Board

Anil SinghviK.K. Rajeev Nambiar
Executive ChairmanCEO & Managing Director
Place: Mumbai /Digvijaygram
Date : 14th May 2020

   

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