Dear Members,
We are pleased to present 38th Annual Report for the financial year ended on 31st March, 2024. The operational performance during the year is as below.
1. Financial/Operational Performance
Rs Lakhs
Particulars
Turnover
Profit/(Loss) before exceptional Item
Profit (Loss) before Taxation
Profit (Loss) after Taxation
Highlights of performance:
The company declared its commercial operation of clinkerisation facility on 30 June, 2023 under on-going expansion project. The financialsfor the year ended 31 March, 2024 includes the operational performance of new clinkerisation facility. Till 30 June,2023 the plant was under trial run and generated revenue of Rs 10,811.65 lakhs ( previous year Rs 4,763.94 lakhs) with corresponding trial run expenses of Rs 11,354.68 ( previous year Rs 6,002.00 lakhs). Net trial run expense of Rs 534.89 lakhs ( previous year Rs 1,238.06 lakhs) has been capitalized during the year.
Net Trial run expense transfer to CWIP
During the year the Company has received sanction for long term loan of Rs 85,000.00 lakhs from Axis Bank Limited for refinancing of the existing Term loan facilities of Rs 106,600.00 lakhs. During the year the company has availed term loan amounting Rs year under review5,344.86 lakhs (cumulative as on 31 March, 2024 : Rs 66,602.29 lakhs). The entire fund have been used in project expansion. Further the company received borrowed funds amounting Rs 7,622.18 lakhs (cumulative as on 31 March, 2024 : Rs 69,759.09 lakhs) from its holding company JSW Cement Limited and these funds have been used mostly in project expansion. On total cumulative borrowed fund for Rs 1,36,361.38 lakhs, the company has incurred interest cost amounting Rs 3,179.33 lakhs (FY 2022-23 : Rs 7,682.09 lakhs) which has been capitalized during the year. Further interest amount of Rs 8,832.35 lakhs (FY 2022-23 : Rs 868.89 lakhs) charged to revenue profit & loss account. During the year the company has paid its interest due amount for Rs 10,552.11 lakhs (FY 2022-23 : Rs 7,192.42 lakhs) to bank as well as to its holding company.
2. Transfer to Reserves
Board has not Duringthe financial proposed to transfer any amount to reserves.
3. Dividend
As your Company has incurred a net loss during the year Board of Directors has not recommended any dividend for the year.
4. Financial Statement:
The Audited Financial Statements of the Company, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Indian Accounting Standards.
5. Pr ospects:
Management Discussions and Analysis, covering prospects is provided as a separate section in this Annual Report.
6. 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, 2024 namely JSW Cement Limited. The net worth of JSW Cement Limited as on 31.03.2024 is Rs2,686.46 crores.
7. Fixed Deposits:
Your Company has neither accepted nor renewed any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the rules made there under during the period under review.
8. Credit Rating
During the year, the Company?s credit rating was "CRISIL A+ (CE)/Stable (Reaffirmed)" rating on the long term bank facilities of Shiva Cement Limited (SCL) by CRISIL.
9. Extract of Annual Return:
Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the website of the Company at www.shivacement.com.
10. Share Capital:
The Company?s Authorised Share capital during the year ended March 31, 2024 , remained at financial Rs280,00,00,000 (Rupees Two Hundred Eighty crores only) comprising of Rs 80,00,00,000 (Rupees Eighty crores only) equity share capital divided into 40,00,00,000 (Forty Crore) Equity Shares of Rs 2/- (Rupee Two only) each; and Rs200,00,00,000 (Rupees Two Hundred crore only) preference share capital divided into 2,00,00,000 (Two crores) Preference Shares of Rs100/- (Rupees Hundred Only) each.
The Company?s paid-up share capital remained at Rs13,900 lakhs comprising of 1950 lakh Equity shares of Rs 2/- (Rupee Two only) each amounting to Rs 3900 crores and One crore 1% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of Rs100 (Rupee Hundred only) each amounting to Rs 100 crores (Rupees Hundred crore only).
11. Committees of Board
The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.
12. Board Meeting
The Board meets to discuss and decide on Company/ business policy and strategy apart from other business. A tentative date of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board?s approval is taken by passing resolutions through circulation as permitted by law, which are notified innext Board meeting.
During the year under review, the Board of Directors have met eight times on 16 .05 .2023 , 27.07.2023 , 14.09.2023, 14.10.2023, 31.10.2023, 21.12.2023, 24.01.2024 and 27.03.2024. The maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI(LODR) Regulations, 2015"] and Secretarial Standard SS-1.
13. Disclosure under Regulation 32 (7A) of the SEBI (LODR) Regulations, 2015
During the year under review company has filed Draft Letter of Offer with SEBI dated 16th October, 2023 and further the company has filed the Letter of Offer with the SEBI dated 28th March, 2024 for the purpose of raising funds through rights issue of equity shares.
Further other than above mentioned, no funds were raised by the Company through Preferential allotment or by way of a Qualified Institutions Placement during the F.Y 2023 -24 .
14. Compliance with Secretarial Standards
During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.
15. Directors? Responsibility Statement
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial company for that period; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts on a going concern basis; and e. the directors have laid down internal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively. f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16. Declaration of Independence of Directors
The Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent Directors of the Company and the and Board is satisfied experience (including proficiency 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent
Directors? Databank as on the date of this Report and will undergo the onlineproficiency self-assessment test within the specifiedtimeline unless exempted under the aforesaid Rules.
17. Auditors and Auditor?s Report:
A. Statutory Auditors and Auditor Report:
Members of the Company at the 36th AGM held on September 12, 2022, approved the re-appointment of, M/s. Shah Gupta & Co, Chartered Accountants (Firm Registration No. 109574W), as the statutory auditors of the Company for a term of five years to hold office commencing from the conclusion of the 36th AGM until the conclusion of 41st AGM of the Company to be held in year and of the profit and loss of the the calendar year 2027.
The Notes on financial statements referred to in Auditor?s Report are self-explanatory and do not call for any further comments. The Auditor?s Report for the year under review does not contain any qualification, reservation, adverse remark, or disclaimer.
B. Secretarial Auditors and Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sunil Agarwal & Co., Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the financial year 2023 -24 . The Report of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure A. The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
C. Reporting of Frauds by Auditors
During the FY 2023 -24 , neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.
18. Listing with Stock Exchanges
The Company is listed on Bombay Stock Exchange Limited (BSE), Mumbai. The annual listing fees for the in terms of Section year 2023 -24 have been paid to the Stock Exchange where the Company?s share are listed.
19. Consolidated Financial Statements
The Company does not have any subsidiaries so there is no need to prepare consolidated financial statement.
20. Particulars of loans or guarantees given, securities provided or investments made under Section 186 of the Companies Act, 2013:
During the year under review, the Company has not given loans or guarantees, securities provided or investments made under Section 186 of the Companies, Act, 2013.
21. Report on Performance of Subsidiaries,
Associates and Joint Venture Companies
As per the provision of first proviso of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the Company is required to attach along with its financial statements a separate statements containing the salient features of financial statements of its subsidiaries in Form AOC-1. The Company does not have any Subsidiaries, Associates and Joint Venture Companies. Hence, the details of performance of Subsidiary/ Associate/ Joint venture and their contribution to overall performance on company is not applicable.
22. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013
During the year under review, the Company revised its Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, in accordance with the amendments to applicable provisions of law / Listing Regulations.
The Company?s Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: www.shivacement.com.
During the year under review, all other contracts / arrangements / transactions entered into during the financial year 2023-24 by Parties were in the ordinary course of business and on an arm?s length basis. Related Party Transactions which are in the ordinary course of business and on an arm?s length basis, of repetitive nature and proposed to be entered into during the financial year are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis.
The Company has developed a framework for the purpose of identification and monitoring of such Related Party Transactions. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial under review are set out in the Notes to the Financial
Statement. The disclosure in Form AOC-2 is attached as Annexure B to this Report
23. Change in nature of business
During the financialyear under review, there has been no change in the nature of business of the Company.
24. Material changes and commitment affecting the financial position
There have been no material changes and commitments affecting the financial year of have occurred between the end of the financial the Company to which the financial and the date of this report.
25. Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A statement containing necessary information, as required under the Companies Act, 2013 is annexed hereto in Annexure-C.
26. Disclosure related to policy
A. Company?s policy on Directors?, KMP & other employees? appointment and remuneration
The Company has formulated, amongst other, the Policies on the Directors?, KMP & other employees? appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under sub-section (3) of Section 178 of the Act. The salient features of the Remuneration Policy forms part of Corporate Governance Report and detailed policy has also been published on the website www.shivacement.com.
B. Risk Management Policy
Your Company in line with its business plan and risk the Company with Related appetite, has adopted a robust Risk Management Policy, to identify, assess, monitor and address the full spectrum of risks applicable and mitigate & manage such risks, including the combined impact of those risks. The policy has been drafted in line with the Company?s business operations with an objective to develop a ‘risk intelligent? culture that drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholder. The Company has constituted a Risk Management Committee in accordance with the requirements of SEBI Listing Regulations to, inter alia, monitor the risks and their mitigating actions. Risks related to internal controls, compliances & systems year are reviewed in detail by the Audit Committee. All risks including investment risks are reviewed in the meetings of the Board of Director.
C. Dividend Distribution Policy
In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations?), your Company has formulated and adopted a Dividend Distribution Policy, which is available on the Company?s website and can be accessed at www.shivacement.com.
D. Corporate Social Responsibility
The Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society around. The provisions of the Corporate Social Responsibility under section 135 of the Companies Act, 2013 are not applicable to the Company. However, the CSR activities are undertaken 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 Social Responsibility during the year under review have not been appended as Annexure to this Report.
Also, the Company has CSR policy and CSR Committee to review the activities undertaken by the parent company i.e. JSW Cement Limited on behalf of the Company.
The CSR Policy formulated is uploaded on the website of the Company at www.shivacement.com.
27. Vigil Mechanism
Pursuant to the provisions of Section 177 (9) of Companies Act, 2013, the Board of Directors has established a committee to provide adequate safeguard against victimization & to protect interest of the directors and employees to report their genuine concerns. The Company has uploaded the code of conduct in relation to the employees & directors on its website (www.shivacement.com).
28. Evaluation of Board, Committees and Board Members pursuant to provisions of the Companies Act, 2013
Good Governance requires Boards to have effective processes to evaluate their performance. The evaluation process is a constructive mechanism for improving effectiveness of Board, maximizing strengths and tackling weaknesses which leads to an immediate improvement in performance throughout the organization.
Evaluation by Independent Director
In terms of the Code for Independent Directors (Schedule IV), the Independent Director(s) on the Board of the Company shall evaluate performance of the Non-Independent Director(s), Board as a whole and review performance of Chairperson. Broad parameters for reviewing performance are based on the structured questionnaires related to composition of Board, Function of Board, Meeting attended by Board Members, conflict of interest, participation in discussion, time contribution, Governance and ethical problem etc.
Evaluation by Nomination and Remuneration (NRC) Committee
Nomination and Remuneration committee constituted under section 178 of the Companies Act, 2013 has been made responsible for carrying out evaluation of every Director?s performance. The evaluation of individual Director focuses on contribution to the work of Board.
Evaluation by Board
The purpose of Board Evaluation is to achieve persistent and consistent improvement in the governance of the Company at Board level with an intention to establish and follow best practices in Board Governance in order to fulfill fiduciary The Board believes, the evaluation will lead to a working relationship amongBoardmembers,greaterefficiency using the Board?s time and increased effectiveness of the Board as governing body. A structured questionnaire was prepared covering all aspects of the Board?s and Committee?s function, for the evaluation of the Board and Committees. The evaluation of the Independent Directors was based on the range of the criteria like independent judgment strategy, performance and risk management; skill, knowledge and Familiarity about the Company, professional advice, attendance in Board and Committee meeting etc. All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company.
29. Significantand material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company?s operations in future.
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company?s future operations.
30. Adequacy of Internal Financial Controls:
The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Controls
Framework, commensurate with the size, scale and complexity of its operations. The Internal Audit Team quarterly monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
31. Cost Record:
Maintenance of Cost records under the provisions of the Companies Act, 2013 is not applicable to the Company.
32. Directors and Key Managerial Personnel:
Appointment/Resignation of Director
Mr. Manoj Kumar Rustagi (DIN: 07742914) has been re-appointed as a Whole-time director for a period of three (3) years with effect from June 26, 2023, to June 25, 2026.
Mr. Shouvik Chakraborty (DIN-10406430 ) has been appointed as a Non-Executive Director of the Company with effect from December 21, 2023.
Ms. Sudeshna Banerjee (DIN-01920464), has been re-appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from April 23, 2024.
There were no changes in Key Managerial Personnel during the year under review.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act, read with rules made there under and Articles of Association of the Company, Mr. Manoj Kumar Rustagi (DIN- 07742914), Whole-time Director & CEO of your Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting of the Company.
33. Corporate Governance
Your Company has complied with the requirements of Regulation 17 to 27 of the SEBI (LODR) Regulations, 2015 on Corporate Governance. Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015, Report on Corporate Governance along with the Auditors? Certificate on its compliance is annexed separately to this Annual Report.
34. Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the operations of the Company for the year under review, as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms part of this Annual Report.
35. Human Resources
The Company is maintaining cordial and healthy relations with its employees. Employees at all levels are extending their full support. The Company has strong faith in potential of human resources. It believes in the creative abilities of the people; those work for the Company. It believes in the participatory management.
36. Particulars of Employees
The provisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the employees were in receipt of remuneration exceeding the limits specified therein. The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D to this Report. The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.
37. Disclosure under section 54(1)(d) of the Companies Act, 2013:
The Company has not issued sweat equity shares during the year under review and hence, no information as pursuant to section 54(1)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.
38. Disclosure under section 67(3) of the Companies Act, 2013
The Company has not passed any special resolution pursuant to Section 67(3) of the Companies Act, 2013 hence no disclosure is required to be made.
39. 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 at workplace. The policy has been framed as per "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and an internal Committee has been constituted for redressal of the complaints.
40. IBC Code and One-time Settlement
There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.
41. Other Disclosures
In terms of applicable provisions of the Act and SEBI
Listing Regulations, your Company discloses that during the financial year under review: i. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. ii. there was no public issue, rights issue, bonus issue or preferential issue, etc. iii. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF). iv.
AUDIT COMMITTEE
Pursuant to the reconstitution of the Audit Committee by the Board through circular resolution dated on 03.05.2023, the Audit Committee comprises of three Non-Executive Independent Directors and one Non-Executive Director.
Mr. Jagdish Chandra Toshniwal is the Chairman of the Audit Committee. The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. There are no recommendations of the Audit Committee that have not been accepted by the Board.
42. Acknowledgements
Your directors place on record their sincere appreciation to the government authorities, Bankers, NBFCs, consultants, shareholders, employees, suppliers & contractors of the Company for the co-operation and support extended to the Company.
43. Cautionary Statement
Statements in the directors? report and the management discussion & analysis describing company?s objectives, expectations or predictions, may be forward-looking statement within the meaning of applicable laws and regulations. Although we believe our expectation is based on reasonable assumption, actual results may differ materially from those expressed in the statement. Important factors that could influence the company?s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and such other factors which are material to the business operations of the company.
For and on behalf of the Board of Directors