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DIRECTOR'S REPORT

Shree Digvijay Cement Company Ltd.

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Market Cap. (₹) 229.03 Cr. P/BV 1.04 Book Value (₹) 15.54
52 Week High/Low (₹) 28/15 FV/ML 10/1 P/E(X) 111.72
Bookclosure 07/09/2018 EPS (₹) 0.15 Div Yield (%) 0.00
Year End :2018-03 

Dear Shareholders

The Board of Directors has immense pleasure in presenting 73rd Annual Report of Shree Digvijay Cement Co. Ltd. along with audited financial statements for the year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS:

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

(Rs. in lakhs)

Particulars

Current Year Ended 31.03.2018

Previous Year Ended 31.03.2017

Revenue from Operations (Gross) including Other Income

43,055

36,368

Operating Expense

37,709

34,386

Operating Profit (EBITDA)

5,346

1,982

Depreciation / Amortisation

2288

2,219

Interest

995

1,147

Profit /(Loss) Before Tax

2,063

(1,384)

Tax Expenses

726

(479)

Profit /(Loss) for the year

1,337

(905)

Other Comprehensive Income (OCI)

90

(21)

Total Comprehensive Income for the year

Balance brought forward from previous year

1,427

(2,556)

(926)

(1,630)

Total Profit / (Loss) Carried Over to Balance Sheet

(1,129)

(2,556)

(Previous year figures have been regrouped / reclassified, where necessary to confirm current year’s classification)

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

Company’s total income for the year was Rs. 43,055 lakhs, 18% higher over the previous year driven by higher sales volume and improvement in cement prices.

Profit before tax for the year was Rs. 2,063 lakhs as compared to loss of Rs. 1,384 lakhs in previous year.

Profit after tax for the year was Rs. 1,337 lakhs as compared to loss of Rs. 905 lakhs in previous year.

PRODUCTION AND SALES

(In lakhs MT)

Current Year Ended 31. 03. 2018

Previous Year Ended 31.03.2017

Production:

- Clinker

8.02

7.26

- Cement

9.62

8.49

Sales:

- Cement

9.63

8.54

- Clinker

0.59

-

During the year under review, Cement production was 9.62 lakhs MT as against 8.49 lakhs MT in previous year. Clinker production was 8.02 lakhs MT as against 7.26 lakhs MT in previous year. This increased performance is mainly to higher demand and developed new market in Saurashtra region.

Your Company expects to further improve its operational performance during the current financial year.

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

DIVIDEND

In view of the accumulated losses, your Directors do not recommend any dividend on Share Capital.

SCHEME OF CAPITAL RESTRUCTURING

The Board of Directors, at their meeting held on 27th March 2018, approved the “Scheme of Arrangement for Restructuring of Capital & Other Reserve”, wherein it was proposed to utilize Capital Redemption Reserve of Rs. 35,00,000/-, Securities Premium account of Rs. 20,43,244/- and Capital Reserve of Rs. 46,24,62,738/in writing off the accumulated losses of Rs. 46,80,05,982/as on 31st March, 201 7. The remaining amount of capital reserve (arising out of total capital profit recognized in cash amounting to Rs. 87.00 Crores) after utilizing in writing off accumulated losses as above, to the extent of Rs. 40,75,37,262/- is proposed to be transferred to Business Development Reserve to be created under the Scheme and to be utilized, as more particularly specified in the Scheme. This exercise would be subject to the approval of shareholders, Stock Exchange, SEBI, National Company Law Tribunal, and other Authorities.

SHARE CAPITAL

The paid -up Equity Share Capital as on 31st March, 2018 was Rs. 1,41,37,42,780/-. 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 Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

INDIAN ACCOUNTING STANDARDS (IND AS)

The financial results of the Company have been prepared in accordance with Indian Accounting standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standard) rules, 2015, Companies (Indian Accounting Standards) amendment rules 2016 and in terms of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and SEBI circular dated 05th July, 2016. The Company has for the first time adopted Ind AS for the financial year commencing from 01st April, 2017 with a transition date of 01st April, 201 6. Figures for the previous year have also been re-stated in line with the requirements of the above Rules.

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 1 86 of the Companies Act, 2013.

NUMBER OF MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors.

Board Meeting

During the year, five 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 Committee comprises of three members. The Chairman of the Committee is an Independent Director. The Committee met six 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 Independent Directors. The Committee met three times 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 three members, of which two are Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met twice 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 Committees 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, Directors subscribe to the “Directors Responsibility Statement” and confirm that:

(a) in preparation of Annual Accounts for the financial year ended 31st March 2018, 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 2018 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 for nomination and appointment of Directors, senior Management, Key managerial Personnel and their remuneration. The details of Nomination and Remuneration Policy is stated in the Corporate Governance Report and uploaded on website of the company at http:// www.votorantimcimentos.co.in/SitePages/Policies.aspx. The Policy is followed for nomination and appointment of Directors, Senior Management, Key managerial Personnel and other employees in Senior Management category, who directly reports to CEO of the Company and also process of deciding their remuneration. The Nomination and Remuneration Committee reviews and recommend to the Board the payment of remuneration to said Directors, Key Managerial Personnel and other employees in Senior Management category, who directly reports to CEO of the Company.

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 all appointments are in compliance with said policy, the Board Diversity Policy and other applicable policies of Votorantim Group and 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. The initial appointment of CEO and Whole-time 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.

The details of remuneration paid to the 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. 37b 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 Promoter Company have no potential conflict with the interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also to 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, 201 4, 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, 2018 and the date of this report i. e. 19th July, 2018.

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 Act, and the Rules framed thereunder are annexed hereto as Annexure C.

During the year under review, no employees, other than CEO & Whole-time Director, were in receipt of remuneration of not less than Rs. 75 Lakh or Rs. 6.25 Lakh per month during any part of the year. Though certain details on remuneration in respect of said CEO & Wholetime Directors are provided in Corporate Governance Report and forms part of this Report, in term of Section 136 of the Act, 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.

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 internal committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year under review, the Company has not received any complaints of sexual harassment.

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. Your Company has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed.

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, free medical amenities with free service of Maternity and Child Health, 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 D.

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

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Change in Directorate

During the year Mr. Jorge Alejandro Wagner (DIN: 0007935739), CEO of VCEAA, Spain was appointed as an Additional Director in the category of Non-Executive Non-Independent Director, with effect from 24th January 2018. Pursuant to Section 161 and all other applicable provisions of the Companies Act, 2013 and Article 109(i) of the Articles of Association of the Company, Mr. Jorge shall hold office till the date of the ensuing Annual General Meeting.

The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a Member in writing proposing his candidature for the office of Director along with requisite deposit. Brief resume of Mr. Jorge Alejandro Wagner, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board, Committees and shareholding as stipulated under Regulation 36(3) of SEBI LODR, is attached to the Notice for the ensuing Annual General Meeting.

None of the Directors of the Company are inter-se related to each other. Mr. Jorge is not disqualified from being reappointed / appointed as Directors by the provisions of Section 164 of the Companies Act, 2013.

Mr. Sven Erik Oppelstrup Madsen ceased to be a Director effective from 24th January 2018 due to retirement from the services as VCEAA CEO. The Board of Directors has placed on record its appreciation for the contribution made by Mr. Erik Madsen during his tenure as Director of the Company.

Director liable to retire by rotation

Mr. Persio Morassutti, Non-Executive and NonIndependent 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.

A brief resume of Mr. Persio is attached to the Notice for the ensuing Annual General Meeting.

Independent Directors

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations stating that they meet the criteria of independence as provided therein.

Key Managerial Personnel (KMP)

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 & Whole-time Director

- Mr. Suresh Meher, Company Secretary, Compliance Officer & Legal Head

- Mr. Vikas Kumar, Chief Financial Officer (w.e.f. 1st May, 2018)

During the period under report, Mr. Vikas Kumar succeeded Mr. MV Ramaswamy and appointed as Chief Financial Officer (CFO) with effect from 1 st May, 2018.

BOARD EVALUATION

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, Nomination 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. Price Waterhouse (PwC), Chartered Accountants were appointed as the Statutory Auditors of the Company at the 70th Annual General Meeting held on 20th May, 2015 until the conclusion of the 75th Annual General Meeting (AGM) to be held in 2020, subject to the ratification by the shareholders at each AGM till the year 2020. At the Annual General Meeting held on 20th June, 2017, Members of the Company ratified the appointment of PwC as Statutory Auditors of the Company to hold office till the conclusion of this Annual General Meeting.

At the same AGM, Board of Directors of the Company was authorized to fix the remuneration of the Statutory auditors.

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

Board of Directors and Audit Committee of Board have also been deliberating the regulatory issues arising out of Order dated 10th January, 2018 issued by the Securities and Exchange Board of India (SEBI) in the Satyam case. In this regard, Management and Chairman of the Audit Committee were in discussion with PwC to cooperate with the Management to avoid an element of uncertainty in view of the aforesaid order. Details on any development in this regard, if approved by the Board of Directors, would form part of Notice of this Annual General Meeting.

Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013, 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 2017-18 and has recommended to the Shareholders the ratification of remuneration to Cost Auditors. 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. Pursuant to Cost Audit Report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs on 24th July, 2017 vide SRN No.G48981740.

As required under the Companies Act, 2013 the remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly necessary resolution seeking Member’s approval for ratification of remuneration payable to the Cost Auditor for FY 2017-18 is included in the notice convening 73rd Annual General Meeting.

Secretarial Auditor and Secretarial Audit Report

The Board had appointed M/s Manoj Hurkat & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 201718. The report of the Secretarial Auditor is annexed as Annexure E to this Report. The report does not contain any qualification.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are annexed as Annexure F to this Report.

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. During the year under review M/s. Deloitte Haskins & Sells LLP has acted as Internal Auditors of the Company. Significant audit observations and corrective actions thereon are periodically presented to the Audit Committee of the Board.

The financial statements of the Company for the year ended 31st March, 2018, for the purpose of expressing an opinion as to whether the Company had, in all material respects, an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) and the Standards on Auditing specified by the Central Government in accordance with Section 143(10) of the 2013 Act and other authoritative pronouncements, to the extent applicable to an audit of internal financial controls over financial reporting, both issued by the ICAI.

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 emphasised 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 Votorantim Group values, beliefs, principles of ethics, integrity, transparency and applicable laws. Digvijay 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 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 (Code) to Regulate, Monitor and Report Trading by Insiders. Any Insiders (as defined in Code) including designated employees 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 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.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report forms an integral part of this Report, as annexed hereto as Annexure G, 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.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies 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 2017-18.

Key recognitions among them are:

- Cement Industry with Most Sustainable & Environmental friendly Mining Operations - Awarded by Central Govt. Bureau of Mining Affairs & DGMS in JanRs.2018

- Overall 3rd Best Limestone Mining Cement Industry in Gujarat - Awarded and recognised by Central Govt. Bureau of Mining Affairs & DGMS in JanRs.2018

- Best Safety Management Award in GOLD Category from GREENTECH in DecRs.2017

- Award for Excellence in Quality Product from My FM in AugRs.2017

- Platinum Award for Best Energy Management from Society of Energy Engineers and Managers (SEEM) in JuneRs.2017

- Award for Best Initiatives in Occupational Health And Safety Management from EXCEED in Silver Category in 2017-18

HOLDING COMPANY

As at the beginning of the Financial Year 2017-18, the Promoter and the Holding Company i.e. Votorantim Ciemntos EAA Inversiones S.A. was holding 103,709,063 equity shares representing 73.36 percent of the total paid up equity capital of the Company.

The intermediate holding company - Votorantim Cimentos S.A. also holds 2,321,645 equity shares representing 1.64 percent of the total paid-up equity capital of the Company.

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.

HUMAN RESOURCES

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 among 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 the employees 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 2018 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, Votorantim Cimentos.

For and on behalf of the Board

A.K. Chhatwani K.K. Rajeev Nambiar

Director CEO & Whole-Time Director

Place: Mumbai

Date: 19th July, 2018

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