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Shiva Cement Ltd.

BSE: 532323 Sector: Industrials
NSE: N.A. ISIN Code: INE555C01029
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NSE 05:30 | 01 Jan Shiva Cement Ltd
OPEN 53.95
VOLUME 222050
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52-Week low 31.00
Mkt Cap.(Rs cr) 1,032
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Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 53.95
CLOSE 53.65
VOLUME 222050
52-Week high 67.00
52-Week low 31.00
Mkt Cap.(Rs cr) 1,032
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shiva Cement Ltd. (SHIVACEMENT) - Director Report

Company director report

Dear Members

We are pleased to present 36th Annual Report for thefinancial year ended on 31st March 2022. The operational performance duringthe year is as below.

1. Financial/Operational Performance

(C in lakh)

Particulars 31.03.2022 31.03.2021
Turnover 346.55 2845.20
Operating EBIDTA (801.72) (835.98)
Other Income 380.49 409.99
Finance Cost 879.26 1495.61
Depreciation & Amortization 705.55 781.89
Profit/(Loss) before exceptional Item (3451.75) (2948.22)
Profit (Loss) before Taxation (3451.75) (2948.22)
Tax Expense/benefits (899.84) (751.40)
Profit (Loss) after Taxation (2551.91) (2196.82)

Highlights of performance:

During the year except in April 2021 the plant operation has beenscaled down and produced cement from the available clinker stock for consumption inongoing project activity till December 2021. Subsequently from January2022 theproduction remained suspended mainly due to ongoing project activity. The existing Clinkerplant operation is suspended to ensure safe construction and operation practice as persafety norms. Due to this FY 2021-22 ended with reduction in sales as well as productionvolume of cement by 86% to 89% over last year sales & production volumes.

However mines operation have been continued for production of LimeStone to fulfill the requirement of expanded clinker production plant to be operationalizein coming financial year. During the year the company produced 96231 MT of Lime Stonescompare to 72712 MT in FY 2020-21 resulting 32% increase in Limestone production..

During the year certain equipments and machineries of the existingproduction line have been removed and relocated for integration into ongoing expansionprojects which has resulted in dismantling certain Civil and mechanical structures.Accordingly the written down value of such dismantled structure amounting to RS1340.72 lakhs has been charged to the statement of profit and loss during the financialyear. Further the Company has produced Cement from the available Clinker Stock forconsumption in the Ongoing Project activity.

During the year term loan amounting to RS 106600.00 lakhs have beensanctioned by consortium of Banks having Axis Bank Limited as a lead banker with otherBanks like Bank of India Bank of Maharastra & Punjab National Bank. The applicablerate of interest is of 8.75% per annum during construction period ( 8.50% after date ofschedule operation 30th September 2023). and payable on monthly basis.

During the year the company has availed term loan amounting RS30808.20 lakhs out of sanctioned amount of RS 106600.00 lakhs from different consortiumof Banks having Axis Bank Limited as a lead banker the entire fund have been used inproject expansion. Further received borrowed funds amounting RS 25192.83 lakhs from itsholding company JSW Cement Limited and this funds have been used mostly in projectexpansion. On total cumulative borrowed fund for RS 70176.12 lakhs the company hasincurred interest cost amounting RS 3489.99 lakhs during the year. Out of the aboveinterest amount RS 2692.56 lakhs have been capitaliesd with project cost and balance RS797.43 lakhs charged to revenue in profit & loss account. During the year the companyhas repaid its cumulative interest due amount for RS 6000 lakhs to bank as well as to itsholding company.

2. Transfer to Reserves

During the financial year under review the Board has not proposed totransfer any amount to reserves.

3. Dividend

As your Company has incurred a net loss during the year Board ofDirectors has not recommended any dividend for the year.

4. Financial Statement:

The audited Financial Statements of the Company which form a part ofthis Annual Report have been prepared in accordance with the provisions of the CompaniesAct 2013 Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and the Indian AccountingStandards.

5. Prospects:

Management Discussions and Analysis covering prospects is provided asa separate section in this Annual Report.

6. Capital Expenditure and new projects:

The details of capital expenditure undertaken by the Company is asunder:

• 1.36 MTPA green field clinker project includes 4000 TPD clinkercircuit 8.9 MW WHRS 132 KV incoming power OLBC and Railway siding.

• EC & CTE has been granted for new auction Khatkurbahal blockand expansion of existing mines.

• EC & CTE has been granted for Cement plant (Clinkerexpansion from 0.825 MTPA to 3.0 MTPA and cement expansion from 0.252 MTPA to 2 MTPA.

• All engineering activity for clinkerization & WHRS plant iscompleted and most of the equipment has been received at site. Major civil activity iscompleted and erection activity is at full-fledged. Kiln firing is expected to becompleted by Aug?22 and WHRS after the stabilization of Kiln.

• 132 KV Incoming power – transmission tower erection isunder progress. Switchyard at equipment erection work is completed and LILO substationwork is under progress.

• Railway Siding – DPR is approved and ESP approval is underprogress and expected to be obtained.

• OLBC – IPCOL has approved 22.8-acre land for proposed OLBCand submitted to IDCO. Technical offer has been received from FLS Beumer and Macmet forOLBC on EPC mode excluding civil job. Technical evaluation is under progress.

7. Holding Subsidiary & Associate Company:

Your Company does not have any subsidiary nor any associate company.The Company has a holding company as on 31st March 2022 namely JSW CementLimited. The net worth of JSW Cement Limited as on 31.03.2022 is RS 2049.25 crores.

8. Fixed Deposits:

Your Company has neither accepted nor renewed any deposits within themeaning of Section 73(1) of the Companies Act 2013 and the rules made there under duringthe period under review.

9. Credit Rating

During the year the Company?s credit rating on the facilitiesavailed from the Banks was CRISIL A+(CE)/ Stable by CRISIL.

10. Extract of Annual Return:

In accordance with the provisions of Section 92(3) of the Act AnnualReturn of the Company is hosted on website of the Company at

11. Share Capital:

During the year under review the Company has increased its AuthorisedShare Capital from RS 2600000000 (Rupees Two Hundred Sixty Crores) comprising of RS600000000 (Rupees Sixty crores) equity share capital divided into 300000000 (ThirtyCrore) Equity Shares of RS 2/- (Two) each; and RS 2000000000 (Rupees Two Hundred crore)preference share capital divided into 20000000 (Two crores) Preference Shares of RS100/- each to RS 2800000000 (Rupees Two Hundred Eighty crores) comprising of RS800000000 (Rupees Eighty crores) equity share capital divided into 400000000 (FortyCrore) Equity Shares of RS 2/- (Two) each; and RS 2000000000 (Rupees Two Hundred crore)preference share capital divided into 20000000 (Two crores) Preference Shares of RS100/- each vide special resolution passed through EGM dated 21st June 2021.

During the year under review there was no change in the paid-up sharecapital of the Company. The paid up equity share capital of the Company as at 31stMarch 2022 RS 13900 .00 lakhs comprising of 1950 lakh Equity shares of RS 2/- eachamounting to RS 3900.00 crores and One crore 1% Optionally Convertible CumulativeRedeemable Preference Shares (OCCRPS) of RS 100each amounting to RS 100 crores.

12. Committees of Board

The Company has constituted various Committees of the Board as requiredunder the Companies Act 2013 and the Listing Regulations. For details like compositionnumber of meetings held attendance of members etc. of such Committees please refer tothe Corporate Governance Report which forms a part of this Annual Report.

13. Board Meeting

The Board meets to discuss and decide on Company/ business policy andstrategy apart from other business. A tentative date of the Board and Committee Meetingsis circulated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board?s approval is taken by passing resolutions throughcirculation as permitted by law which are notified in next Board meeting. During the yearunder review the Board of Directors have met seven times on 23.04.2021 24.05.202106.07.2021 22.07.2021 26.10.2021 24.01.2022 and 25.03.2022. The maximum intervalbetween two meetings did not exceed 120 days as prescribed under Companies Act 2013 andRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ["SEBI(LODR) Regulations 2015"] and Secretarial Standard SS-1.

14. Disclosure Under Reg 32 (7A) of the SEBI(LODR) Regulations 2015

The proceeds from 1% Optionally Convertible Cumulative RedeemablePreference Shares have been utilised towards capital expenditure of the Company.

15. Compliance with Secretarial Standards

During the year under review the Company has complied with SecretarialStandards 1 and 2 issued by the Institute of Company Secretaries of India.

16. Directors? Responsibility Statement

Pursuant to the provisions of section 134(5) of the Companies Act2013 your Directors hereby state and confirm that:

a. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the company for that period;

c. the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concernbasis; and

e. the directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

f. the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

17. Declaration of Independence

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under the Companies Act 2013 and Regulation 16 of the SEBI (LODR) Regulations2015.

18. Auditors

A. Statutory Auditors:

At the Company?s 31st Annual General Meeting (AGM) heldon September 21 2017 M/s Shah Gupta & Co. Chartered

Accountants (Firm Registration No. 109574W) Mumbai were appointed asthe Company?s Statutory Auditors for a period of five consecutive years i.e. from theconclusion of the 31st AGM till the conclusion of the 36th AGMsubject to ratification if required by the members of the Company at every Annual GeneralMeeting However the Ministry of Corporate Affairs vide its notification S.O.1833(E) dated07th May 2018 notified the amendment in section 139 of the Companies Act 2013pursuant to which the appointment of Statutory Auditors is not required to be ratified bythe members every year during the tenure of Statutory Auditors once approved by themembers in their Annual General Meeting. M/s Shah Gupta & Co Chartered Accountantswill complete their first term of 5 consecutive years as the Statutory Auditor of theCompany at the ensuing 36th Annual General Meeting. As recommended by the AuditCommittee and the Board of Directors of the Company and in terms of Section 139 of theCompanies Act 2013 it is proposed to re-appoint M/s Shah Gupta & Co. CharteredAccountants Mumbai as the Statutory Auditor of the Company from the conclusion of the 36thAnnual General Meeting (i.e ensuing Annual General Meeting) till the conclusion of the 41stAnnual General Meeting.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Sunil Agarwal & Co. Practicing Company Secretaries Mumbaito undertake the Secretarial Audit of the Company for the financial year 2021-22. TheReport of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure A.

C. Comments on auditors? report

There are no qualifications reservations or adverse remarks ordisclaimers made by M/s. Shah Gupta & Co. Chartered Accountants Statutory Auditorsin their Audit Report and by M/s. Sunil Agarwal & Co. Practicing Company Secretariesin their secretarial audit report. The Auditors did not report any incident of fraud tothe Audit Committee of the Company in the year under review.

19. Listing with Stock Exchanges

During the year under review the Company got itself voluntarilydelisted from the Calcutta Stock Exchange of India Limited ("CSE Limited") wef24th November 2021. However the Company continuous to remain listed at BombayStock Exchange Limited (BSE) Mumbai. The annual listing fees for the year 2021-22 havebeen paid to the Stock Exchange where the Company?s share are listed.

20. Consolidated Financial Statements

The Company does not have any subsidiaries so there is no need toprepare consolidated financial statement.

21. Particulars of loans or guarantees given securities provided orinvestments made under Section 186 of the Companies Act 2013:

During the year under review the Company has not given loans orguarantees securities provided or investments made under Section 186 of the CompaniesAct 2013.

22. Report on Performance of Subsidiaries Associates and Joint VentureCompanies

As per the provision of first proviso of Section 129(3) of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 the Companyis required to attach along with its financial statements a separate statements containingthe salient features of financial statements of its subsidiaries in Form AOC-1. TheCompany does not have any Subsidiaries Associates and Joint Venture Companies. Hence thedetails of performance of Subsidiary/ Associate/ Joint venture and their contribution tooverall performance on company is not applicable.

23. Particulars of contracts or arrangements with related partiesreferred to in Section 188(1) of the Companies Act 2013

During the year under review the Company revised its Policy onMateriality of Related Party Transactions as also Dealing with Related Party Transactionsin accordance with the amendments to applicable provisions of law / Listing Regulations.

The Company?s Policy on Materiality of Related Party Transactionsas also Dealing with Related Party Transactions as approved by the Board is available onthe website of the Company at Related Party Transactions which are inthe ordinary course of business and on an arm?s length basis of repetitive natureand proposed to be entered during the financial year are placed before the Audit Committeefor prior omnibus approval. A statement giving details of all Related Party Transactionsas approved is placed before the Audit Committee for review on a quarterly basis. TheCompany has developed a framework for the purpose of identification and monitoring of suchRelated Party Transactions. The details of transactions / contracts / arrangements enteredinto by the Company with Related Parties during the financial year under review are setout in the Notes to the Financial Statement. The disclosure in Form AOC-2 is attached asAnnexure B to this Report.

24. Material changes and commitments affecting the financial positionof the Company

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of this report.

25. Particulars regarding Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo

A statement containing necessary information as required under theCompanies Act 2013 is annexed hereto in Annexure-C. There were no foreign exchangetransactions during the year.

26. Disclosure related to policy

A. Company?s policy on Directors? KMP & otheremployees? appointment and remuneration

The Policies of the Company on Directors? KMP & otheremployees? appointment including criteria for determining qualifications positiveattributes independence of a Director and other matters provided under sub-section (3) ofsection 178 is appended as Annexure D to this Report. The Remuneration Policy is formingpart of Corporate Governance Report and detailed policy has also been published on thewebsite for investor?s information.

B. Risk Management Policy

The Company has in place a Risk Management Policy to identify assessmonitor and mitigate various risks to key business objectives. Major risks identified bythe businesses and functions are systematically addressed by the Audit Committee. Allrisks are reviewed in the meetings of the Board of Directors. Risks related to internalcontrols compliances & systems are also reviewed in detail by the Audit Committee.The Risk Management Policy has also been published on website forinvestor?s information.

C. Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations the Board hasapproved and adopted a Dividend Distribution Policy.

The same is available on the website of the Company at the The salient features of the policy are reviewed hereunder:

a. the circumstances under which shareholders may or may not expectdividend;

b. the financial parameters that shall be considered while declaringdividend;

c. internal and external factors that shall be considered fordeclaration of dividend; and d. policy as to how the retained earnings shall be utilized.

During the year under review the Dividend Distribution Policy wasreviewed by the Board to ensure its continued relevance.

D. Corporate Social Responsibility

The Company believes in inclusive growth to facilitate creation of avalue based and empowered society through continuous and purposeful engagement withsociety around. The provisions of the Corporate Social Responsibility under section 135 ofthe Companies Act 2013 are not applicable to the Company. However the CSR activities areundertaken by the parent company i.e. JSW Cement Limited on behalf of the Company.Therefore the details about the initiatives taken by the Company on Corporate SocialResponsibility during the year under review have not been appended as Annexure to thisReport.

Also the Company has CSR policy and CSR Committee to review theactivities undertaken by the parent company i.e. JSW Cement Limited on behalf of theCompany. The CSR Policy formulated is uploaded on the website of the Company

27. Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of Companies Act 2013the Board of Directors has established a committee to provide adequate safeguard againstvictimization & to protect interest of the directors and employees to report theirgenuine concerns. The Company has uploaded the code of conduct in relation to theemployees & directors on its website (www.

28. Evaluation of Board Committees and Board Members pursuant toprovisions of the Companies Act 2013

Good Governance requires Boards to have effective processes to evaluatetheir performance. The evaluation process is a constructive mechanism for improvingeffectiveness of Board maximizing strengths and tackling weaknesses which leads to animmediate improvement in performance throughout the organization.

Evaluation by Independent Director

In terms of the Code for Independent Directors (Schedule IV) theIndependent Director(s) on the Board of the Company shall evaluate performance of theNon-Independent Director(s) Board as a whole and review performance of Chairperson. Broadparameters for reviewing performance are based on the structured questionnaires related tocomposition of Board Function of Board Meeting attended by Board Members conflict ofinterest participation in discussion time contribution Governance and ethical problemetc.

29. Evaluation by Nomination and Remuneration (NRC) Committee

Nomination and Remuneration committee constituted under section 178 ofthe Companies Act 2013 has been made responsible for carrying out evaluation of everyDirector?s performance. The evaluation of individual Director focuses on contributionto the work of Board.

30. Evaluation by Board

The purpose of Board Evaluation is to achieve persistent and consistentimprovement in the governance of the Company at Board level with an intention to establishand follow best practices in Board Governance in order to fulfill fiduciary obligation tothe Company. The Board believes the evaluation will lead to a working relationship amongBoard members greater efficiency using the Board?s time and increased effectivenessof the Board as governing body. A structured questionnaire was prepared covering allaspects of the Board?s and Committee?s function for the evaluation of the Boardand Committees. The evaluation of the Independent Directors was based on the range of thecriteria like independent judgment strategy performance and risk management; skillknowledge and Familiarity about the Company professional advice attendance in Board andCommittee meeting etc. All Independent Directors are persons of eminence and bring a widerange of expertise and experience to the Board thereby ensuring the best interest ofstakeholders and the Company.

31. Significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and Company?s operations in future.

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status and the Company?sfuture operations.

32. Adequacy of Internal Financial Controls:

The Board of Directors in consultation with Internal Auditors have laiddown the Internal Financial Controls Framework commensurate with the size scale andcomplexity of its operations. The Internal Audit Team quarterly monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.

33. Cost Record:

Maintenance of Cost records under the provisions of the Companies Act2013 is not applicable to the Company.

34. Directors and Key Managerial Personnel:

Mr. Narinder Singh Kahlon(DIN-03578016) Non-Executive Director of yourCompany shall retire by rotation at the ensuing Annual General Meeting and being eligiblehas offered himself for re-appointment at the ensuing Annual General Meeting of theCompany.

Appointment / Resignation of Director

Mr. Mahendra Singh (DIN-02340913) Non-Executive Independent Directorof the Company has completed the second term of office on 31st March 2022 andconsequently he also ceased to be on the Board upon completion of his term as anIndependent Director of the Company with effect from close of business hours of 31stMarch 2022.

Mr. Sanjay Sharma (DIN-02692742) Non-Executive Independent Director ofthe Company had stepped down with effect from 27th April 2022 due to personalreasons and the Board hereby confirm that there are no other material reasons for hisresignation other than those mentioned in his resignation letter.

Mr. Jagdish Toshniwal (DIN-01539889) has been appointed as aNon-Executive Independent Director of the Company wef 21st April 2022.

There were no changes in Key Managerial Personnel during the year underreview.

35. Corporate Governance

Your Company has complied with the requirements of Regulation 17 to 27of the SEBI (LODR) Regulations 2015 on Corporate Governance. Pursuant to Schedule V ofthe SEBI (LODR) Regulations 2015 Report on Corporate Governance along with theAuditors? Certificate on its compliance is annexed separately to this Annual Report.

36. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of theCompany for the year under review as required under Schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 is provided in a separatesection and forms part of this Annual Report.

37. Human Resources

The Company is maintaining cordial and healthy relations with itsemployees. Employees at all levels are extending their full support. The Company hasstrong faith in potential of human resources. It believes in the creative abilities of thepeople; those work for the Company. It believes in the participatory management.

38. E-Voting Platform

In compliance with provisions of Section 108 of the Companies Act 2013read with the Companies (Management and Administration) Rules 2014 your Company isregistered with NSDL for E-Voting services to set up an electronic platform to facilitateshareholders to cast vote in electronic form to exercise their right of voting at GeneralMeetings / business to be transacted by means of voting through e-voting or ballot paperas provided under the Companies Act 2013.

39. Particulars of Employees

The provisions of Section 197(12) of the Act read with Rules 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notapplicable as none of the employees were in receipt of remuneration exceeding the limitsspecified therein.

Further in terms section 197 of the Companies act 2013 and Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 duringthe period under review there is no increase in sitting fees paid to the IndependentDirectors of the Company the Whole-time Director of the Company gets a remuneration ofRe. 1 per month. The Chief Financial Officer & Company Secretary of the Company doesnot get any remuneration from the Company as they are deputed by JSW Cement LimitedHolding Company.

40. Awards & Recommendations

During the year under review the Company has won award in "59thAnnual Metalliferous Mines Safety Week Competition-2021 " under the aegis of DGMSChaibasa Region Hoisted by JINDAL STEEL & POWER TENSA.

41. Environmental & Social Obligation

Environment Clearance for Cement Plant: The Environment Clearance forplant capacity to produce 3.0 Million MT Clinker and 2.0 Million MT Cement was granted bythe Ministry of Environment and Forest (MoEF) & Climate Change (CC) vide their letterno J-11011/84/2008- IA II (I) dated: 23rd March 2022. Consent to Establish toproduce 3.0 million MT Clinker and 2.0 million MT Cement has been granted by Odisha StatePollution Control Board (OSPCB) on 7th May 2022 and is valid up to 6thMay 2027. NOC for Groundwater withdrawal: Central Ground Water Authority (CGWA) hasapproved our application for 688 M3/day of groundwater for cement plant and No ObjectionCertificate (NOC) No. CGWA/NOC/IND/REN/1/2021/6576 for ground water abstraction to M/sSHIVA CEMENT LIMITED has been granted. The NOC start date is 20th July 2020 andis valid upto 19-07-2023.

42. Disclosure under section 54(1)(d) of the Companies Act 2013:

The Company has not issued sweat equity shares during the year underreview and hence no information as pursuant to section 54(1)(d) of the Companies Act2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014 isfurnished.

43. Disclosure under section 67(3) of the Companies Act 2013

The Company has not passed any special resolution pursuant to Section67(3) of the Companies Act 2013 hence no disclosure is required to be made.

44. Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:

The Company has a policy on Prevention of Sexual Harassment atworkplace. The policy has been framed as per "The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013" and an internalCommittee has been constituted for redressal of the complaints.

45. Digital Platform for Tracking Insider Trading.

The Securities Exchange Board of India ("SEBI") has throughamendment of SEBI (Prohibition of Insider Trading) Regulations 2015 has directed theCompanies to identify designated persons and maintain a structured digital database of allsuch designated persons for prevention of insider trading. Accordingly the Companythrough Kfin Technologies Limited has established an Insider Trading Tracking Platform.The Company has insider trading policy viz. ‘Shiva Cement Code of Conduct" andthe Company ensures proper compliance monitoring and regulate trading by Insiders andprocess of sharing UPSI from time to time.

46. Other Disclosures:

In terms of applicable provisions of the Act and listing Regulationsyour Company discloses that during the financial year under review the Company has changedits registered office from Plot no. YY-5 Civil Township 7 & 8 Area Rourkela Odisha– 769004 to Shiva Cement Limited Telighana PO: Birangatoli Tehsil-KutraDistrict-Sundargarh Odisha– 770018 outside the local limits city limits.

47. IBC Code and One-time Settlement

There is no proceeding pending against the Company under the Insolvencyand Bankruptcy Code 2016 (IBC Code). There has not been any instance of onetimesettlement of the Company with any bank or financial institution.

48. Acknowledgements

Your directors place on record their sincere appreciation to thegovernment authorities Bankers NBFCs consultants shareholders employees suppliers& contractors of the Company for the co-operation and support extended to the Company.

49. Cautionary Statement

Statements in the directors? report and the management discussion& analysis describing company?s objectives expectations or predictions may beforward-looking statement within the meaning of applicable laws and regulations. Althoughwe believe our expectation is based on reasonable assumption actual results may differmaterially from those expressed in the statement. Important factors that could influencethe company?s operations include: global and domestic demand and supply conditionsaffecting selling prices new capacity additions availability of critical materials andtheir cost changes in government policies and tax laws economic development of thecountry and such other factors which are material to the business operations of thecompany.

For and on behalf of the Board of Shiva Cement Limited
Manoj Kumar Rustagi Rajendra Prasad Gupta
Date: 21.04.2022 Whole-Time Director Director
Place: Sundargarh DIN:07742914 DIN: 01325989