ECONOMIC SCENARIO AND OUTLOOK Global Economy:
The global economy remains remarkably resilient, with growth holding steady as inflation returns to target. The journey has been eventful, starting with supply-chain disruption in the aftermath of the pandemic, a Russian-Ukraine war that triggered a global energy and food crises, and a considerable surge in inflation, followed by a globally synchronized monetary policy tightening.
According to expert predictions, global growth for 2024 and 2025 is projected to be around 3.2 percent. Global headline inflation is expected to fall from an annual average of 6.8 percent in 2023 to 5.9 percent in 2024 and 4.5 percent in 2025, with advanced economies returning to their inflation targets sooner than emerging market and developing economies.
Indian Economy:
Despite uncertainty from adverse geopolitical developments and expansionary fiscal measures taken during the COVID-19 pandemic, the Indian economy has demonstrated resilience and maintained healthy macroeconomic fundamentals. India continues to exhibit robust economic performance. Factors such as strong domestic demand more so from rural regions, robust investment, and sustained manufacturing momentum have contributed to Indias resilience.
The National Statistical Office (NSO) reported, based on the provisional estimates of Annual Gross Domestic Product (GDP) for the financial year 2023-24, that Indias real GDP is projected to grow at 8.2% in FY 2023-24 as compared to the growth rate of 7.0% in FY 2022-23. This growth is attributed to robust domestic demand and strong performance in the manufacturing and services sectors. According to expert predictions, the Indian economy is expected to grow by 6.5% in FY 2025.
INDUSTRY OVERVIEW
India is the second-largest producer of cement in the world. It accounts for more than 8% of the global installed capacity. India has potentially rich deposits of limestones in different regions of the country essentially suitable for cement production. India has a lot of potential for development in the infrastructure and construction sector and the cement sector is expected to largely benefit from it. Furthermore, on the back of rising rural housing demand, the consumption of cement in India has been growing consistently as it is one of the cheapest products to buy in terms of Rs./kg. Strong expansion of the industrial sector, which has fully recovered from the COVID-19 pandemic shock, is one of the main demand drivers for the cement industry. As a result, there is a strong potential for an increase in the long-term demand for the cement industry. However, the per capita consumption of Cement in India is significantly lower than the global average, at between 250 kg and 270 kg per person, compared to 500 kg and 550 kg per person globally.
The demand for cement in India is expected to grow at a sturdy pace supported by government-led spending on infrastructure and housing. The Indian government is firmly focused on infrastructure development to spur economic growth and is striving for full infrastructure coverage to establish smart cities. The government plans to increase the capacity of railways and the facilities for handling and storage to enable the transfer of cement and cut out on transportation costs. These measures are expected to result in increased construction activity in the country, thereby boosting demand for cement.
According to expert predictions, the overall cement industry in the country is likely to add 150-160 million tonnes of capacity in five years. In the last five years, cement-makers have added close to 120 million tonnes of capacity, taking the countrys total to around 600 million tonnes. More consolidation is on the cards for the cement sector. In 2023, the market size of Indias cement industry reached 0.4 billion tonnes and is expected to touch 0.6 billion tonnes by 2032, exhibiting a CAGR of 4.7% during 2024-32. India has a high quantity and quality of limestone deposits throughout the country, the cement industry promises huge potential for growth. Indias cement production reached 374.55 million tonnes in FY23, a growth rate of 6.83% year-on-year (yoy). Indias cement production for FY24 is expected to grow by 7-8% driven by infrastructure-led investment and mass residential projects.
PERFORMANCE REVIEW
Operational Performance:
Cement
At present, our installed annual cement manufacturing capacity is 11,60,000 MT. However, in the financial year 2022-23 and financial year 2023-24 our annual production was 8,42,547 MT and 8,51,516 MT of cement respectively, constituting an annual capacity utilisation of 73%. This is above the industry average capacity utilisation of 70%. Further, the cement industry average capacity utilisation is projected to increase to 75% over the next five years with the activities on development of infrastructure coupled with government-led spending on infrastructure and housing.
The Company is consistently enhancing its operational efficiency through various measures. During the year under review, the following measures were taken to improve the operational efficiency:
• Increased kilns production by optimizing kiln operations & Raw mix.
• Debottlenecking of equipments to increase production capacity.
• Decreased equipment break downs and increased equipment availability.
Further the Company is constantly looking for improving its utilization of alternative fuel resources. This will not only improve the cost efficiency of our production but also contribute to the green environment by reducing the utilization of coal.
The below table sets forth the current installed cement capacity, utilization level and production of our Cement plants production unit for the periods indicated.
| Particulars (in MT per annum except figures in %) | FY 2023-24 | FY 2022-23 |
| Installed Cement Capacity | 11,60,000 | 11,60,000 |
| Cement Production | 8,51,516 | 8,42,547 |
| Utilization Level | 73% | 73% |
Captive Power Plant
| Power Generation / Consumption/ Export details Financial Year 2023-24 | ||||||||
| Power Plant | UOM | CPP | EB | Total Power Generation | Total consumption in cement plant (CPP+EB) | Total Export | ||
| Gross Generation | Auxiliary Consumption | Net Generation | Net | Net | ||||
| Anjani Works | Lac KWh | 810.51 | 58.13 | 752.38 | 30.05 | 782.43 | 782.43 | - |
Some of the notable achievements in our Captive Power Plant are as follows:
• Best lowest heat rate achieved 3236 Kcal/kwhr @ 60.52% PLF against bench mark of 3349 kcal/ kwh @ 62.28 PLF in FY 22-23.
• Best lowest auxiliary percentage achieved 7.17% @ 60.52% PLF against bench mark of 7.23% @ 62.28 PLF in FY 22-23.
Financial Performance:
(Rs. In Lakhs)
| Particulars | FY 2023-24 | FY 2022-23 |
| Total Income | 45,975 | 42,259 |
| Total Expenditure | 47,826 | 44,270 |
| EBIDTA | 2,528 | 2,548 |
| Profit Before Tax | (1,851) | (2,011) |
| Profit After Tax | (1,171) | (1,892) |
| Basic & Diluted Earnings Per Share of 10 each (Per Share) | (3.99) | (7.27) |
Please refer the section Financial Performance of the Directors Report for detailed information. Key Financial Ratios:
| Sr. No Particulars | FY 2023-24 | FY 2022-23 | Change % | Reason for increase/ decrease (more than 25%) |
| 1 Trade payable turnover ratio (in times) | 7.38 | 8.72 | (15) | Improvement in ratio due to regular payment to creditors and also due to lower payables mainly on account of reduction in coal prices. |
| 2 Net capital turnover ratio (in times) | (6.46) | (6.38) | 1 | Due to increase in revenue and decrease in working capital. |
| 3 Debt Equity Ratio (in times) | 0.88 | 0.89 | (1) | Due to lower borrowing. |
| 4 Current Ratio (in times) | 0.51 | 0.52 | (2) | Increase in current liability due to higher payables. |
| 5 Return on equity ratio (in %) | (0.03) | (0.05) | (41) | Due to decrease in loss. |
| 6 Net Profit Margin (in %) | (0.03) | (0.04) | (43) | Decrease in Loss due to improvement in sales realization and deferred tax gain. |
| 7 Debt service coverage ratio (in times) | 1.18 | 0.24 | (384) | ICD repaid in previous year and in current year no repayment of Debt. |
| 8 Return on capital employed (in%) | 0.01 | 0.01 | (114) | Due to increase in earnings. |
| 9 Inventory Turnover Ratio | 15.59 | 12.73 | 7 | Due to increase in sales. |
| 10 Interest Coverage Ratio | 0.32 | 0.29 | 9 | Due to lower interest and reduction in losses. |
| 11 Operating Profit Margin (%) | (4.03) | (4.76) | (15) | Due to reduction in losses. |
| 12 Debtors Turnover | 19.70 | 18.04 | 7 | Due to increase in revenue from operations. |
Details of any change in return on net worth as compared to the immediately previous financial year:
The return on net worth for the financial year 2023-24 has increased from (4.40) % to (2.90) % as total deferred tax income for the year increased by 471.43% over the same of immediately previous financial year.
Segment wise or product wise performance:
The Company has following business segments, which are its reportable segments during the year. These segments offer different products and services, and/or managed separately because they require different technology and production processes.
| Reportable Segment | Product/ Services |
| Cement | Manufacturing and trading of cement |
| Power plant | Generation of power |
The performance is detailed as under:
(Rs. in Lakhs)
| Particulars | Year ended March 31,2024 | Year ended March 31,2023 | ||||
| Cement | Power | Total | Cement | Power | Total | |
| Segment Revenue | 45,942 | 5,568 | 51,510 | 41,729 | 6,404 | 48,133 |
| Less : Inter Segment Revenue | - | (5,568) | (5,568) | - | (5,915) | (5,915) |
| Total Revenue from Operations | 45,942 | - | 45,942 | 41,729 | 489 | 42,218 |
| Segment Result (Profit Before Tax and Interest) from each Segment | 858 | 858 | 667 | 163 | 830 | |
| Less : Interest | - | - | (2,709) | - | - | (2,840) |
| Total Profit Before Tax | - | - | (1,851) | - | - | (2,011) |
| Capital Employed (Segment Assets - Segment Liabilities) | As on March 31,2024 | As on March 31,2023 | ||||
| Segment Assets | 85,764 | 6,878 | 92,642 | 86,785 | 7,080 | 93,865 |
| Segment Liabilities | 51,346 | 182 | 51,528 | 51,455 | 105 | 51,560 |
BUSINESS REVIEW Sustainable Development:
Sustainability is a core element of our business strategy, with a focus on conservation of environment, natural resources and energy efficiency. Its initiatives include reducing the clinker factor, lowering energy intensity, and incorporating waste from other industries into its cement manufacturing process. The Companys plant is ISO 14001 certified, validating its commitment to sustainability. Furthermore, through focused interventions across areas such as healthcare, education, employment, and sustainable livelihoods in areas around its operations, the Company positively impacts the lives of thousands of people.
a. Energy Conservation
Energy conservation is at the extreme focus of the Company and has seen numerous innovations and initiatives over the years ranging from shop-floor experiments to capex. This has yielded multiple benefits including reduction in carbon intensity and rationalization of production costs. More details on initiatives taken in the area of energy conservation are given in Annexure 3 to this Annual Report.
b. Alternative Fuels and Raw Materials
Company is constantly working on to increase usage of alternative raw materials and fuels in its operations. Company uses wastes of various industries such as Pharma, Chemical, Sponge Iron, fertilizer, thermal power plant and others as alternative raw materials and alternative fuels. The pharmaceutical waste is used to substitute coal for thermal energy requirement in our Cement Plant. This solvent waste is available to us at zero landing cost to our manufacturing facility. Currently, we procure these solvents from pharmaceutical companies located in and around Hyderabad and Visakhapatnam. Pharmaceutical waste like spent carbon, spent organic liquid and spent organic solid can be substituted in place of coal, to reduce carbon-di-oxide emissions and also reduce cost of production. These measures have helped the Company to maintain its thermal substitution rate at 6.62% in FY 2023-24 which is at par with Industry Standards. The Company also uses alternative raw materials in place of laterite and Iron ore. Companys share of alternate raw material consumption in total raw material consumption stood at 38% in FY 2023-24.
c. Green Products
The Company has been producing blended cement in the category of Portland Pozzolana Cement (PPC) and Composite Cement (CC) conforming strictly to the specified BIS norms. Blended cement contributes to sustainable design by making concrete stronger and durable, reducing consumption of natural resources such as limestone, lowering greenhouse gas emissions, and contributes to a circular economy by utilizing wastes from power, iron and steel plants. Use of blended cement also has cost benefits for Companys customers. The share of blended cement in total cement production is 34% in FY 2023-24.
d. Environment, Occupational Health & Safety
The company views occupational health and safety (OHS) as an integral part of its operations. Employee safety is taken as the most important operating metric. By establishing strong internal controls and governance mechanisms, the Company has been able to continuously enhance the safety and well-being of its workforce. A strong governance mechanism is in place to ensure action plans are being implemented and that the risk mitigation efforts are on track.
Similar importance is given to protection of the environment. Some of the notable initiatives in this area are as follows:
• Line-1 & 2 coal storage shed side walls closed with sheeting to decrease fugitive emissions.
• AFR Storage shed side walls closed with sheeting to decrease air emissions.
• New shed constructed for Raw meal additives to decrease fugitive emissions.
• New shed constructed for Line-2 packing plant to decrease fugitive emissions.
• All conveyor discharge areas covered with sheeting to decrease fugitive emissions.
e. Water Conservation
The Company is mindful of the water scarcity in the country and is tirelessly working towards achieving water security. Some of the notable initiatives in this area are as follows:
• Water harvesting in mined-out pits.
• Water harvesting initiatives in the nearby communities.
f. Quality control
The Company have an analytical laboratory for quality control at its manufacturing facility which is controlled by experienced team of professionals. Our laboratory is equipped with X-ray analyzer for monitoring of mineral composition of raw materials and the final product. Samples of the final products are also sent to independent quality analysts for inspection to enhance and standardize quality norms.
g. Awards and Recognition
The company has already achieved ISO Certification ISO 9001:2015 for Quality Management System Standard, ISO 14001:2015 for Environmental Management System Standard, ISO 45001:2018 for Occupational Health and Safety Management System Standard. Further the Company has achieved following awards during the financial year 2023-24:
• Has received Best performance award felicitated by Bureau of Indian Standard, Hyderabad in January 2024 for product of OPC and PPC for Zero failures for the last four consecutive years.
RISK MANAGEMENT
The Company has well defined structure which enable and empower management to identify, assess and leverage business opportunities and manage risk exposure in the organization effectively. As per Risk Management framework and procedures, management treat various category of risks and take appropriate actions for its mitigation. Company has a process for communication, consultation, monitoring and periodical review of the risks to ensure effective prevention and mitigation plan. A Risk Management Committee has also been constituted to oversee the risk management process.
The key risks identified by the Company as are follows:
Raw material risk:
The cement industry depends primarily on limestone and other raw materials. Our competitiveness, costs and profitability depend, in part, on our ability to source and maintain a stable and sufficient supply of raw materials (such as limestone, gypsum, fly ash, granulated slang, iron ore and laterite) at acceptable prices. The price of raw materials can be uncertain due to various factors beyond our control, such as climatic and environmental conditions, commodity price fluctuations, market demand, spread of infectious diseases, such as the COVID-19 pandemic, production and transportation cost, natural catastrophes, and changes in government policies including duties and taxes and trade restrictions. In addition, competition in the industry may result in increase in prices of raw materials, which we may not be able to match, thereby affecting our procurement.
Competition risk:
The Indian cement industry is highly competitive and is dominated by a few large pan-India cement manufacturers. In southern region of India, our major competitors include well-known locally established cement manufacturers. Competition occurs principally based on price, quality and brand name. As a result, to remain competitive in our markets, we continuously strive to reduce our costs of production, ensure consistent quality of cement comparable to the best in industry and maintain a brand of our own in the market.
Risk of change in Government policies:
The cement manufacturing companies are heavily reliant on demand from the cement -consuming industries such as infrastructure, housing and commercial real estate. Infrastructure sector drives overall development of the economy and is a major focus of the Government of India. Any pullback by the government on its initiatives will result in recession in the cement industry.
Power and fuel cost risk:
The cement industry is highly energy intensive and therefore require continuous supply of power and fuel. The production cost has seen an adverse impact due to the increased cost of power & fuel and freight cost. Any rise in international coal prices will adversely impact the operating costs of the Company. The Company focused on reducing the cost of power and fuel by maximizing the usages of the domestic coal and various alternative fuels, reducing our dependence on international coal.
Logistics Risk:
The Company currently use road transportation for despatches. With the rise in diesel prices, the cost of road transportation has increased. The cost increase and huge dependence on road transportation is having an adverse impact on our operational costs. Initiatives to improve efficiency by increasing dispatches through bulk cement were some of the measures undertaken to achieve this.
Marketing Risk:
Due to increased demand for cement, intense competition is expected, which may adversely impact on the Companys market share, sales volume, and profitability. Our Sales and Marketing teams have gained a deep understanding and are very dynamic to customers changing preferences and requirements, enabling us to maximise capacity utilisation through a better product mix and driving efficiency in the supply chain by reinvigorating the dealer network.
Information Technology Risk:
Our day to day operations depend on the information technology systems. All our operations function under an ERP system and we rely heavily on our information technology systems including for our manufacturing process which is significantly automated. We also use information technology systems for routine corporate activities such as processing of financial information, managing information pertaining to creditors/ debtors and engaging in normal business activities. We have a backup system in place which collects and maintain backup of the data every 24 hours to avoid any security breaches. Effective cyber security requires protecting both our hardware and software from misuse, interference, loss, unauthorized access, modification and disclosure and we as a concerned and proactive organization have taken all effective measures to design our control mechanism and ensure that we are cyber-secured.
Talent Management:
Human resources are most critical behind Raw Materials in deciding the Companys ability to deliver value to its various stakeholders. Attrition and the non-availability of the required talent resources can affect the overall performance of the Company. Our critical challenges include recruiting, training and retaining talent and ensuring the right people are in the right roles. We mitigate talent management risks by providing specialized training courses to enhance and reskill employees, thus creating a talent pipeline for future roles.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has got an adequate system of internal control in place commensurate with the size of its operation and is properly designed to protect and safeguard the assets of the Company. There is a proper system for recording all transactions which ensures that every transaction is properly authorized and executed according to norms.
The Company has also appointed M/s. M. Bhaskara Rao & Co., Chartered Accountants as Internal Auditors to conduct the Systems and Compliance Audit of the Company. The Internal Auditors are submitting reports to the Company on a Quarterly basis.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED
The Company holds its skilled and trained workforce in high esteem, recognizing them as indispensable for achieving organizational goal. During the year, the Company undertook a variety of training initiatives covering a wide spectrum of topics. These encompassed technical competencies crucial for operational excellence, programs aimed at fostering positive behavioral traits, workshops focusing on enhancing business acumen, as well as both general and advanced management principles. The main focus of all the training programmes were to upskill talent at all levels to provide them a ground for personal growth within the company. This would not only result in retention of talent but also optimizing of available resources.
Customer-centric training was prioritized to uphold service standards, while safety protocols were reinforced to ensure a secure work environment. The Company emphasized the importance of values and ethical conduct, instilling a sense of integrity and responsibility across all levels of the workforce. The Industrial relations during the year under review has been cordial and contributed to mutual development of the organization and employees. The Company employed 238 people as of 31st March, 2024.
CAUTIONARY STATEMENT
The Management Discussion and Analysis Report made above are on the basis of available data as well as certain assumptions.
Important factors that could influence Companys operations include global and domestic supply and demand conditions affecting the selling price of finished goods, availability of inputs and their prices, changes in government regulations, tax laws, economic developments within the country and outside and other factors such as litigations and Industrial relations.
The Company assumes no responsibilities in respect of the forward looking statements which may undergo changes in the future on the basis of subsequent developments, information or events.
CORPORATE GOVERNANCE REPORT
The Companys philosophy on Corporate Governance is to achieve a set of systems, procedures and practices which ensure that the company is managed in the best interest of all corporate stakeholders. Pursuant to Schedule V read with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), compliance with the requirements of Corporate Governance is set out below:
1. A brief statement on companys philosophy on code of governance:
The Companys philosophy on Corporate Governance aims at ethical corporate behavior and a management policy aimed at meeting its commitment and assuring optimum tangible and intangible returns to all its stakeholders including the social and economic environment in which your company evolves. The Company always strives to achieve optimum performance at all levels by adhering to most ethical corporate governance practices.
2. Board of Directors:
Composition of the Board:
During the financial year ended March 31,2024, the composition of the Board was in conformity with Regulation 17 of the SEBI Listing Regulations read together with Section 149 and 152 of the Companies Act, 2013 ("the Act") and rules framed thereunder. As on March 31,2024, the Board consist of 6 (six) members of whom 1 (one) is an Executive Director, i.e. Managing Director and 5 (five) members are Non-Executive Directors including 2 Women Directors. Amongst 5 (five) Non-Executive Directors, 2 (two) are Independent Directors including 1 (one) Woman Independent Director.
The details of composition and category of directors and details of number of outside directorships and committee positions held by each of the Directors in other public companies are given below:
| Name of the Directors | Category [Executive/ Non-Executive/ Independent] | Directorship in Companies@ (including Anjani Cement) | Committee Chairmanship/ Membership in listed and unlisted Companies# (including Anjani Cement) | ||
| (Listed Company | Other Company | Chairperson | Member | ||
| Mrs.V. Valliammai | Independent | 1 | 1 | 2 | 3 |
| Mr. N. Venkat Raju | Executive | 1 | 1 | 3 | |
| Mr. RM Palaniappan* | Independent | 1 | 1 | ||
| Dr. (Mrs) S.B. Nirmalatha | Non-Executive | 1 | |||
| Mr. Gopal Perumal** | Non-Executive | 1 | 1 | ||
| Mr. Palani Ramkumar*** | Non-Executive | 1 | 1 | ||
@ Excluding private limited companies, foreign companies, companies registered under Section 8 of the Companies Act, 2013.
# Represents Chairpersonship / Membership of the Audit Committee and Stakeholders Relationship Committee of Indian public limited companies - listed and unlisted (other than private companies, foreign companies, high value debt listed entities and companies registered under Section 8 of the Companies Act, 2013).
* Retired with effect from May 15, 2024 and in his place Mr Umesh Prasad Patnaik was appointed w.e.f May 15, 2024
**Appointed as Director with effect from June 23, 2023 ***Appointed as Director with effect from August 11, 2023
None of the Directors on the Board hold the office of Director in more than 20 companies, including 10 public companies, as disclosed under Section 184 of the Act read with rules framed thereunder and none of the Directors of the Company are related to each other. In accordance with Regulation 26 of the SEBI Listing Regulation, none of the Directors on the Board of the Company is a Director in more than seven listed companies and/or is a member of more than ten committees and/or act as a chairman/chairperson of more than five committees across all the listed and unlisted companies in which he / she is a Director (the committees being, Audit Committee and Stakeholders Relationship Committee). Necessary disclosures regarding Committee positions in other public companies as on March 31, 2024 have been made by all the Directors. Further, no Independent Director serves in more than seven listed companies and no person who is serving as a Whole-time Director/ Managing Director in a listed company is serving as an Independent Director in more than three listed companies.
During the financial year, information as mentioned in Regulations 17(7) read with Part A of Schedule II of the SEBI Listing Regulations, is made available to the Board of Directors, for discussion and consideration at Board Meetings.
Non-Executive Directors are not entitled for any remuneration other than the sitting fee. None of the Directors hold any shares in the Company. The Company has not issued any convertible instruments.
Meetings of Board and attendance during the year:
During the financial year, 8 (eight) Board meetings were held and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on: May 26, 2023, June 23, 2023, August 11,2023, September 25, 2023, November 10, 2023, December 29, 2023, January 8, 2024 (Adjourned Board Meeting held on January 9, 2024) and February 12, 2024. The necessary quorum was present for all the meetings.
The following table gives the attendance record of all Directors at the aforesaid Board Meetings and at the last Annual General Meeting which was held on September 22, 2023.
| Name of Director | No. of Board Meeting (During tenure of respective Directors) | Attended Last AGM | |
| Held | Attended | ||
| Mrs.V. Valliammai | 8 | 8 | Yes |
| Mr. N. Venkat Raju | 8 | 8 | Yes |
| Mr. A. Subramanian* | 3 | 3 | Yes |
| Mr. RM Palaniappan | 8 | 6 | No |
| Mr. V. Palaniappan** | 1 | 1 | NA |
| Dr. (Mrs) S.B. Nirmalatha | 8 | 7 | Yes |
| Mr. Gopal Perumal^ | 6 | 6 | Yes |
| Mr. Palani Ramkumar^^ | 5 | 5 | No |
* Retired with effect from September 22, 2023 ** Resigned with effect from June 1, 2023
Appointed as Director of the Company with effect from June 23, 2023 Appointed as Director of the Company with effect from August 11, 2023 Familiarization Programme for Independent Directors:
The Company has conducted familiarization programmes during the year for Independent Directors to assist them in performing their role as Independent Directors. Details of the programme is available in the investor section on the Companys website at www.anianicement.com.
The Independent Directors have confirmed in accordance with Regulation 25(8) of the SEBI Listing Regulations that they meet the independence criteria as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149 of the Act and rules framed thereunder. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, the Independent Directors have confirmed that they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rules 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Based on the disclosures received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and they are independent from the management. During the financial year, there were no resignations of any Independent Directors.
During the year, a separate meeting of the Independent Directors was held on January 8, 2024, which was attended by both the independent Directors. At the said meeting, the Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairperson after considering the views of the Executive and Non-Executive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board.
The Board periodically reviews the compliance reports of all statutes applicable to the Company.
The Board requires skills/expertise/competencies in the areas of strategy, finance, accounting, legal, marketing and regulatory matters, to efficiently carry on its core businesses. Apart from the above- mentioned skills some of the Directors on the Board are professionally qualified with core competence and rich experience of dealing with the intricacies of the Cement Industry. Thus the Company confirms that the skills/expertise/competencies as required for efficient running of the operations of the Company are available with the Board. Detail of the same are given below:
| Name of Directors | Area of Expertise |
| Mrs. V. Valliammai | Taxation & Auditing, Corporate Restructuring |
| Mr. N. Venkat Raju | Operations, Process, Quality Assurance & Administration |
| Mr. RM Palaniappan* | Management & Administration |
| Dr. (Mrs.) S.B. Nirmalatha | Legal |
| Mr. Gopal Perumal | Management & Administration |
| Mr. Palani Ramkumar | Procurement and Logistics |
| Mr. Umesh Prasad Patnaik** | Taxation & Auditing, Corporate Restructuring |
* Retired with effect from May 15, 2024
** Appointed as an Additional Director in the category of Non-Executive, Independent Director with effect from May 15, 2024
3. Committees of the Board:
The Board of Directors perform their advisory and oversight function through well-structured, planned, and assigned committees to take advantage of the expertise of all the Directors. In terms of the SEBI Listing Regulations and the relevant provisions of the Act and with a view to have better transparency in various areas of the business, to divide the work of the Board into manageable sections and for better accountability, the Board has constituted 5 (five) committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. These Committees undertake the functions, roles and responsibilities as per terms of reference approved by the Board of Directors and provided in this report.
a) Audit Committee:
The Audit Committee of the Board of Directors of the Company is constituted in line with the provisions of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations. The Audit Committee as on March 31,2024 comprises three Directors out of which, two (2) are Independent Directors and one (1) is Executive Director. The Audit Committee of the Board of Directors comprises qualified and independent members who are financially literate and have requisite accounting and financial management expertise. Mr. Subhanarayan Muduli, the Company Secretary and Compliance Officer acts as the Secretary to the Committee.
The terms of reference of the audit committee is as per Part C of the Schedule II of the SEBI Listing Regulations and include:
• Oversight of the Companys financial reporting process and the disclosures of its financial information to ensure that the financial statements are true and fair, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• Reviewing with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:
(a) matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
(b) changes, if any, in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment by management;
(d) significant adjustments made in the financial statements arising out of audit findings;
(e) compliance with listing and other legal requirements relating to financial statements;
(f) disclosure of any related party transactions;
(g) modified opinion(s) in the draft audit report;
• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement], and making appropriate recommendations to the board to take up steps in this matter;
• Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the Company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
• Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
• Discussion with internal auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the whistle blower mechanism;
• Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
• Carrying out any other function as is mentioned in the terms of reference of the audit committee.
• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
• Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.
The audit committee shall mandatorily review the following information:
• Management discussion and analysis of financial condition and results of operations;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
• Statement of deviations:
(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).
Meetings of the Audit Committee and attendance during the year:
During the Financial Year ended on March 31, 2024, 8 (eight) Meetings of the Audited Committee were held. These were held on: May 1 1, 2023, May 26, 2023, August 11, 2023, September 25, 2023, November 10, 2023, December 29, 2023, January 8, 2024 and February 12, 2024. The quorum for the Audit Committee Meetings is either two members or one third of the members of the Committee, whichever is higher, with two independent members being present. Quorum was present for all the meetings held during the year.
The composition of the Audit Committee of the Board of Directors of the Company along with the details of attendance of meetings held during the financial year 2023-24 is detailed below:
| Name of the Member | Category | Designation | Number of meetings held during the Financial Year 2023-24 | |
| Held | Attended | |||
| Mrs. V Valliammai | Independent, Non-Executive | Chairperson | 8 | 8 |
| Mr. N. Venkat Raju | Executive, Managing Director | Member | 8 | 6 |
| Mr. RM Palaniappan* | Independent, Non-Executive | Member | 8 | 8 |
* Retired with effect from May 15, 2024
The Audit Committee meetings are also attended by the Chief Financial Officer, the representatives of the Statutory Auditors and the Internal Auditors of the Company. The Board has accepted all recommendations made by the Audit Committee during the year.
b) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee of the Board is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. The Nomination and Remuneration Committee as on March 31, 2024 comprises three Directors out of which, 2 (two) are Independent Directors and 1 (one) is Non-Executive Director. The
Chairman of the Committee is an Independent Director. Mr. Subhanarayan Muduli, the Company Secretary and Compliance Officer acts as the Secretary to the Committee.
Terms of Reference of the Nomination and Remuneration Committee is as per Part D of the Schedule II of the SEBI Listing Regulations and include:
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and senior employees as per Nomination and Remuneration Policy;
• Formulation of criteria for evaluation of performance of independent directors and the board of directors;
• Devising a policy on diversity of Board of Directors;
• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
• Recommend to the board, all remuneration, in whatever form, payable to senior management.
• To perform such other functions as may be necessary or appropriate for the performance of its duties.
Meetings of Nomination & Remuneration Committee and attendance during the year:
During the Financial Year ended on March 31, 2024, 3 (three) meetings of Nomination and Remuneration Committee of the Board of Directors were held. These were held on June 23, 2023, August 11,2023 and September 25, 2023. The quorum for the Committee Meetings is either two members or one third of the members of the Committee, whichever is greater, including at least one independent director in attendance. Quorum was present for all the meetings held during the year. The composition of the Committee along with the details of attendance of meetings held during the financial year 2023-24 is detailed below:
| Name of the Member | Category | Designation | Number of meetings held during the Financial Year 2023-24 | |
| Held | Attended | |||
| Mr. RM Palaniappan* | Independent, Non-Executive | Chairman | 3 | 3 |
| Dr. (Mrs.) S.B. Nirmalatha | Non-Independent, Non-Executive | Member | 3 | 3 |
| Mrs. V. Valliammai | Independent, Non-Executive | Member | 3 | 3 |
* Retired with effect from May 15, 2024
The Nomination and Remuneration Policy for Directors, KMP and other employees, in accordance with the provisions of the Act and SEBI Listing Regulations is available on the Companys website at http:// anianicement.com/investor/corporateqovernance/Nomination_Remuneration_Policy1.pdf
Performance evaluation criteria for Independent Directors:
The Company has laid down evaluation criteria separately for evaluating Independent Directors. The criteria for evaluation of Independent Directors includes parameters such as attendance, maintaining effective relationship with fellow Board members, providing quality and valuable contribution during meetings, successfully bringing their knowledge and experience for the benefit of the company. Based on such criteria, the evaluation is done in a structured manner through consultation and discussion.
c) Stakeholders Relationship Committee:
The stakeholders relationship committee of the Board of Directors is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations read with Part D of Schedule II of the SEBI Listing Regulations. The Committee as on March 31,2024 comprises 3 (three) Directors out of which, 1 (one) is Independent Director and 2 (two) are Non-Executive Directors. The Chairperson of the Committee is an Independent Director. Mr. Subhanarayan Muduli, the Company Secretary and Compliance Officer acts as the Secretary to the Committee. The Committee considers and oversees, inter alia, resolution of grievances of security holders and investors of the Company.
The role of the Stakeholders Relationship Committee is as per Part D of the Schedule II of the SEBI Listing Regulations and include:
• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
• Review of measures taken for effective exercise of voting rights by shareholders.
• Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.
• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
The details of investors complaints / grievances received and resolved during the Financial Year 2023-24 is as under:
| Opening Balance | Received during the year 2023-24 | Resolved during the Year 2023-24 | Closing Balance |
| Nil | 1 | 1 | Nil |
Meetings of Stakeholders Relationship Committee and attendance during the year:
The Stakeholders Relationship Committee met 1 (one) time during the financial year on October 17, 2023. The composition of the Committee along with the details of attendance of meeting held during the financial year 2023-24 is detailed below:
| Name of the Member | Category | Designation | Number of meetings held during the Financial Year 2023-24 | |
| Held | Attended | |||
| Mrs. V Valliammai | Independent, Non-Executive | Chairperson | 1 | 1 |
| Mr. N. Venkat Raju | Non-Independent, Executive | Member | 1 | 1 |
| Mr. V Palaniappan* | Non-Independent, Non-Executive | Member | - | |
| Mr. Gopal Perumal** | Non-Independent, Non-Executive | Member | 1 | 1 |
*Resigned with effect from June 1, 2023
** Member with effect from June 23, 2023
d) Corporate Social Responsibility Committee:
Pursuant to Section 135 of the Companies Act, 2013, the Board has constituted Corporate Social Responsibility Committee. The Composition and terms of reference of the committee are in conformity with the said provisions. The Committee as on March 31, 2024 comprises 3 (three) Directors out of which, 1 (one) is an Independent Director, 1 (one) is a Non-Executive Director and 1 (one) Executive Director i.e. Managing Director. Mr. Subhanarayan Muduli, the Company Secretary and Compliance Officer acts as the Secretary to the Committee.
The Corporate Social Responsibility Committee shall inter-alia discharge the following responsibilities:
• Formulate and recommended to the Board of Directors, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act.
• Recommend the amount of expenditure to be incurred on the activities referred to in clause (a).
• Monitor the Corporate Social Responsibility Policy of the Company from time to time.
The Corporate Social Responsibility Policy is available on the Companys website at http://anjanicement. com/investor/corporategovernance/CorporateSocialResponsibilityPolicy.pdf
Meetings of Corporate Social Responsibility Committee and attendance during the year:
The Corporate Social Responsibility Committee met 1 (one) time during the financial year on February
12, 2024.
The composition of the Committee along with the details of attendance of meeting held during the financial year 2023-24 is detailed below:
| Name of the Member | Category | Designation | Number of meetings held during the Financial Year 2023-24 | |
| Held | Attended | |||
| Mr. N. Venkat Raju | Executive, Managing Director | Chairman | 1 | - |
| Dr (Mrs) S.B. Nirmalatha | Non-Independent, NonExecutive | Member | 1 | 1 |
| Mrs.V Valliammai | Independent, Non-Executive | Member | 1 | 1 |
e) Risk Management Committee:
The Risk Management Committee of the Board of Directors of the Company is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations. The Committee as on March 31,2024 comprises 3 (three) Directors out of which, 1 (one) is an Independent Director, 1 (one) is a Non-Executive Director and 1 (one) Executive Director i.e. Managing Director. Mr. Subhanarayan Muduli, the Company Secretary and Compliance Officer acts as the Secretary to the Committee.
The terms of reference of the Risk Management Committee include:
• To formulate a detailed risk management policy which shall include:
• A framework for identification of internal and external risks specifically faced by the Company, including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.
• Measures for risk mitigation including systems and processes for internal control of identified risks.
• Business continuity plan.
• To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
• To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
• To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
• To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;
• The appointment, removal, and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.
The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the board of directors.
Meetings of Risk Management Committee and attendance during the year:
The Risk Management Committee met 2 (two) times during the financial year on May 26, 2023 and November 10, 2023.
The composition of Risk Management Committee of the Board of Directors of the Company along with the details of attendance of meeting held during the financial year 2023-24 is detailed below:
| Name of the Member | Category | Designation | Number of meetings held during the Financial Year 2023-24 | |
| Held | Attended | |||
| Mrs.V Valliammai | Independent, Non-Executive | Chairperson | 2 | 2 |
| Mr. N. Venkat Raju | Executive, Managing Director | Member | 2 | - |
| Mr. V Palaniappan* | Non-Independent, Non-Executive | Member | 2 | 1 |
| Mr. Gopal Perumal** | Non-Independent, Non-Executive | Member | 2 | 1 |
*Resigned with effect from June 1, 2023 ** Member with effect from June 23, 2023
The Company has a Risk Management Policy and the same is available on the Companys website at: https://www.anjanicement.com/investor/policies/RISK%20MANAGEMENT%20POLICY- ANJANI.pdf
f) Particulars of senior management including the changes therein since the close of the previous financial year:
i. The details of Senior Management as on March 31,2024 pursuant to SEBI Listing Regulations:
| Sl. No Name | Designation |
| 1 Mr. Rajesh Kumar Dhoot | Chief Financial Officer |
| 2 Mr. Subhanarayan Muduli | Company Secretary and Compliance Officer |
| 3 Mr. A. Narayana Rao | Senior Vice President (Marketing) |
ii. Changes in Senior Management since the close of the previous financial year:
During the financial year, Mr. Sita Ramanjaneyulu Rayapudi, Chief Financial Officer of the Company resigned with effect from September 26, 2023 and his place, the Board of Directors on recommendation of the Nomination and Remuneration Committee has appointed Mr. Rajesh Kuamr Dhoot as Chief Financial Officer with effect from October 1,2023.
4. Remuneration of Directors:
The Non-Executive Directors are paid sitting fees for meetings of the Board. There is no other pecuniary relationship or transaction of the non-executive directors with the Company. The Company pays
remuneration to its Managing Director, by way of salary amounting to 11,070,125 (being fixed component under the group salary). Salary is paid within the range as approved by the shareholders. Annual increments are recommended by the Nomination and Remuneration Committee within the salary scale approved by the Board and Members.
The Nomination and Remuneration policy of the Company is available on https://www.anjanicement. com/investor/corporategovernance/Nomination_Remuneration_Policy1.pdf
The Company does not have any Stock Option Scheme. In the case of Managing Director, notice period is three months. No Severance fee is payable to Managing Director except the notice period.
5. General Body Meetings:
(a) Details of the Annual General Meetings held in the last three years are as under:
| AGM | Location | Date | Time |
| 39th AGM | Meeting conducted through Video Conference (VC) / Other Audio Visual Means (OVAM) pursuant to the MCA Circular | September 22, 2023 | 11:30 a.m. |
| 38th AGM | Meeting conducted through Video Conference (VC) / Other Audio Visual Means (OVAM) pursuant to the MCA Circular | September 16, 2022 | 10:00 a.m. |
| CO > O 2 | Meeting conducted through Video Conference (VC) / Other Audio Visual Means (OVAM) pursuant to the MCA Circular | September 15, 2021 | 10:30 a.m. |
(b) Following are the details of Special Resolutions passed in the above said Annual General Meetings:
| Special Resolution passed at the 39th AGM held on September 22, 2023 | • Approval for the payment of remuneration to Managing Director in case of absence or inadequacy of profits. |
| Special Resolution passed at the 38th AGM held on September 16, 2022 | • Re-appointment of Mrs. V. Valliammai as Independent Director of the Company for a second term of five consecutive years |
| Special Resolution passed at the 37th AGM held on September 15, 2021 | • No Special Resolution was proposed and passed at the 37th AGM |
No extraordinary general meeting of the members was held during financial year 2023-24.
(c) Resolutions passed through Postal Ballot:
During the financial year, the Company has not passed any resolution through Postal Ballot.
(d) Details of special resolution proposed to be conducted through postal ballot:
None of the businesses proposed to be transacted at the ensuing AGM require passing of a special resolution through postal ballot.
(e) Procedure for Postal Ballot - when conducted:
The postal ballot when conducted is in accordance with the provisions contained in Section 110 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014. The shareholders are provided the facility to vote through e-voting. The postal ballot notice is sent to shareholders in electronic form to the email addresses, where available. The Company also publishes a notice in the newspapers in accordance with the requirements under the Companies Act, 2013 in connection with the above.
Shareholders holding equity shares as on the cut-off date may cast their votes through e-voting during the voting period fixed for this purpose. After completion of scrutiny of votes, the scrutiniser submits their report to the Chairperson and the results of voting by postal ballot are announced within two working days of conclusion of the e-voting period. The results are displayed on the website of the Company www.anjanicement.com and communicated to the Stock Exchanges and Registrar and Share Transfer Agents. The resolutions, if passed by the requisite majority, are deemed to have been passed on the last date specified for exercising e-voting.
6. Means of Communication:
(a) Quarterly Results:
As part of compliance with Regulation 10, 33 and 47 of the SEBI Listing Regulations, the Company furnishes its quarterly, half-yearly and annual financial results to the Stock Exchanges where its shares have been listed, followed by publication in the newspapers in accordance with the said Regulations.
(b) Newspapers in which the results were published:
Details of newspapers in which quarterly results relating to the Financial Year 2023-24 were published are given below:
| Quarter ended | Date of publication | Name of the newspapers carrying the publication |
| 30th June, 2023 | 12th August, 2023 | Business Standard and Nava Telangana Telugu |
| 30th September, 2023 | 11th November, 2023 | |
| 31st December, 2023 | 13th February, 2024 | |
| 31st March, 2024 | 28th May, 2024 |
(c) Website where displayed:
The Companys website serves to inform the shareholders, by giving complete financial details, shareholding pattern, information relating to Stock Exchange, Registrar & Share Transfer Agents, and list of shareholders who have not claimed their dividend, to comply with MCA Guidelines.
The Financial Results and the Shareholding pattern and all other relevant information of the Company are made available on the Companys website www.anianicement.com and also on the website of NSE and BSE as part of corporate filing made by the Company from time to time with the said stock exchanges. The Company also informs the Stock Exchange in a prompt manner, all price sensitive information and all such other matters which in its opinion, are material and relevant for the shareholders.
7. General Shareholder Information:
(a) Annual General Meeting:
The 40th Annual General Meeting ("the AGM") of the Company will be held on Friday, August 9, 2024, at 12:30 p.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM).
(b) Financial Year: April 1,2023 to March 31,2024.
(c) Dates of Book Closure:
The Register of Members and share transfer will remain closed from Saturday, August 3, 2024 to Friday, August 9, 2024 (both days inclusive).
(d) Dividend Payment:
The Board of Directors of the Company has not recommended dividend for the Financial Year 2023-24.
(e) Listing on Stock Exchange:
The Equity Shares of the Company are listed on the following Stock Exchanges:
| Name of the Stock Exchange | Stock Code |
| BSE Limited (BSE) | 518091 |
| Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400 001 | |
| National Stock Exchange of India Limited (NSE) | |
| Exchange Plaza, C - 1, Block - G, Bandra-Kurla Complex, Bandra (East), Mumbai- 400 051 | APCL |
| ISIN | INE071F01012 |
| CIN | L26942TG1983PLC157712 |
Payment of Listing Fees: Annual Listing fees for the Financial Year 2024-25 has been paid to both the exchanges within the stipulated time.
Payment of Depository Fees: Annual Custody/Issuer fees for the financial year 2024-25 has been paid by the Company to National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL").
(f) Market Price Data:
The monthly high and low prices of the Companys share at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for the financial year ended March 31,2024 are given below:
| Month | BSE | NSE | ||
| High (Rs. ) | Low (Rs. ) | High (Rs. ) | Low (Rs. ) | |
| April, 2023 | 190.00 | 143.55 | 182.50 | 144.00 |
| May, 2023 | 190.00 | 160.00 | 189.00 | 158.60 |
| June, 2023 | 199.05 | 162.05 | 199.75 | 162.85 |
| July, 2023 | 209.70 | 175.95 | 201.40 | 175.10 |
| August, 2023 | 207.95 | 182.55 | 207.00 | 182.65 |
| September,2023 | 203.75 | 175.85 | 201.90 | 175.10 |
| October,2023 | 223.80 | 180.00 | 221.90 | 179.75 |
| November,2023 | 231.00 | 188.00 | 231.95 | 190.00 |
| December,2023 | 230.25 | 188.50 | 230.90 | 188.55 |
| Month | BSE | NSE | ||
| High (Rs. ) | Low (Rs. ) | High (Rs. ) | Low (Rs. ) | |
| January, 2024 | 223.55 | 204.15 | 224.35 | 205.10 |
| February, 2024 | 230.10 | 204.60 | 231.95 | 202.20 |
| March, 2024 | 214.85 | 155.00 | 216.00 | 165.15 |
(g) Performance of Companys share in comparison to broad-based indices:
The comparison of the Companys monthly share price movement vis-a-vis the movement of the S&P BSE Sensex and NSE Nifty 50 for the financial year ended March 31,2024 (based on the month end closing) are given below:
| Month | Companys closing price at BSE | S&P BSE Sensex | Companys closing price at NSE | Nifty 50 |
| April, 2023 | 179.05 | 61112.44 | 179.90 | 18065.00 |
| May, 2023 | 162.20 | 62622.24 | 162.70 | 18534.40 |
| June, 2023 | 185.80 | 64718.56 | 186.70 | 19189.05 |
| July, 2023 | 191.10 | 66527.67 | 191.20 | 19753.80 |
| August, 2023 | 187.30 | 64831.41 | 187.75 | 19253.80 |
| September,2023 | 189.95 | 65828.41 | 190.35 | 19638.30 |
| October,2023 | 192.90 | 63874.93 | 193.05 | 19079.60 |
| November,2023 | 223.40 | 66988.44 | 223.15 | 20133.15 |
| December,2023 | 212.55 | 72240.26 | 212.50 | 21731.40 |
| January, 2024 | 217.75 | 71752.11 | 217.20 | 21725.70 |
| February, 2024 | 207.75 | 72500.30 | 206.95 | 21982.80 |
| March, 2024 | 168.70 | 73651.35 | 166.95 | 22326.90 |
(h) In case the securities are suspended from trading, the directors report shall explain the reason thereof:
There was no instance of suspension of trading in Companys shares during the Financial Year 2023-24.
(i) Registrar and Share Transfer Agent:
The details of Registrar and Share Transfer Agent are as follows: -
KFin Technologies Limited
Selenium Building, Tower B, Plot No.31 & 32,
Financial District, Nanakramguda, Gachibowli,
Hyderabad-500032, Telangana E-mail: einward.ris@kfintech.com Website: https://www.kfintech.com
(j) Share Transfer System:
With effect from April 1,2019, SEBI has barred physical transfer of shares of listed companies and mandated transfer only in demat mode. As on March 31,2024, over 98% of the Companys shares are now held in electronic form. The Companys shares are compulsorily traded in dematerialized form and are available for trading with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The shareholders can hold the Companys shares with any of the depository participants, registered with the depositories. The ISIN of the Company is: "INE071F01012".
In terms of the amended Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition shall be effected only in dematerialized form. Accordingly, the shares held in physical form will not be transferred unless they are converted into dematerialized form. Transfer of equity shares in electronic form are effected through the depository system with no involvement of the Company.
Pursuant to SEBI Circular dated January 25, 2022, the listed companies shall issue the securities in dematerialized form only, for processing any service requests from shareholders viz., issue of duplicate share certificates, endorsement, transmission, transposition, etc. After processing the service request, a letter of confirmation will be issued to the shareholders and shall be valid for a period of 120 days, within which the shareholder shall make a request to the Depository Participant for dematerializing those shares. If the shareholders fail to submit the dematerialisation request within 120 days, then the Company shall credit those shares in the Suspense Escrow Demat account held by the Company. Shareholders can claim these shares transferred to Suspense Escrow Demat account on submission of necessary documentation.
The Company on a yearly basis filed with the Stock Exchanges:
a. a compliance certificate duly signed by both the Compliance Officer of the Company and the authorised representative of the Share Transfer Agent certifying that all activities in relation to share transfer facility is maintained by KFIN Technologies Limited, Registrar and Share Transfer Agent registered with SEBI.
b. a certificate of compliance from a Company Secretary in practice confirming issue of share certificates within a period of 30 days of lodgement of the investor service request as prescribed under Regulation 40(9) of the SEBI Listing Regulations.
(k) Shareholding as on March 31,2024:
(i) Distribution of equity shareholding:
| Category (No. of shares) | No. of Shareholders | No. of Shares | % to Total Equity | |||
| Physical | Demat | Physical | Demat | Physical | Demat | |
| (A) | (B) | (A) | (B) | (A) | (B) | |
| 1 - 5000 | 1,514 | 15,086 | 2,28,479 | 12,96,055 | 0.78 | 4.41 |
| 5001 - 10000 | 34 | 698 | 28,050 | 5,42,585 | 0.10 | 1.85 |
| 10001 - 20000 | 10 | 343 | 14,850 | 5,13,212 | 0.05 | 1.75 |
| 20001 - 30000 | 6 | 112 | 15,600 | 2,79,521 | 0.05 | 0.95 |
| 30001 - 40000 | 2 | 69 | 6,700 | 2,49,432 | 0.02 | 0.85 |
| 40001 - 50000 | 0 | 55 | 0 | 2,56,467 | 0.00 | 0.87 |
| 50001 - 100000 | 1 | 55 | 5,800 | 4,04,224 | 0.02 | 1.38 |
| 100001 & above | 3 | 60 | 59,710 | 2,54,74,079 | 0.20 | 86.72 |
| Total | 1,570 | 16,478 | 3,59,189 | 2,90,15,575 | 1.22 | 98.78 |
| Grand Total (A+B) | 18,048 | 2,93,74,764 | 100.00 | |||
(ii) Categories of equity shareholding:
| Category | Number of shares held | As a percentage of total number of shares |
| Promoter | 2,20,31,071 | 75.00 |
| Resident Individuals | 55,56,144 | 18.91 |
| Bodies Corporate | 9,27,392 | 3.16 |
| IEPF | 5,36,403 | 1.83 |
| HUF | 2,03,642 | 0.69 |
| Mutual Fund | 27,800 | 0.09 |
| Non Resident Indians | 52,960 | 0.18 |
| Banks | 5,200 | 0.02 |
| Non Resident Indian Non Repatriable | 26,934 | 0.09 |
| Foreign Portfolio Investors | 7,218 | 0.02 |
| Total | 2,93,74,764 | 100 |
(l) Dematerialization of shares and liquidity:
Trading in Companys shares is permitted only in dematerialized form for all investors. The Company has subsisting agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to offer depository services to its shareholders. The ISIN number for the Companys shares is - "INE071F01012". Investorsare therefore advised to open a demat account with a Depository participant of their choice to trade in dematerialized form. Shares representing more than 98% of the Companys shares were kept in dematerialized form as on March 31,2024 as detailed below:
| In Physical Form | In Demat Form | ||||||
| With NSDL | With CDSL | Total | |||||
| Shares | % | Shares | % | Shares | % | Shares | % |
| 3,59,189 | 1.22 | 2,57,04,766 | 87.51 | 33,10,809 | 11.27 | 2,93,74,764 | 100 |
The entire equity shareholding of the Promoters of the Company is held in dematerialized form. As required by the SEBI Listing Regulations, quarterly audit of the Companys share capital is being carried out by an independent external auditor with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital. The Auditors Certificate in regard to the same is submitted on quarterly basis to BSE and NSE and is also placed before the Board of Directors of the Company.
(m) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and like impact on Equity:
The Company has not issued any GDRs/ ADRs/Warrants/Convertible Instruments in the past and hence, as on March 31,2024, the Company does not have any outstanding GDRs/ ADRs/Warrants/Convertible Instruments.
(n) Commodity Price Risk or Foreign Exchange Risk and Hedging activities:
Not Applicable
(o) Plant Location:
Chintalapalem Village & Mandal, Suryapet District - 508246, Telangana, India.
(p) Address for Correspondence:
The Company Secretary
Anjani Portland Cement Limited #6-3-553, Unit No. E3 & E4, 4th Floor Quena Square Off: Taj Deccan Road Erramanzil, Hyderabad-500082, Telangana Phone No. 040 - 2335 3096/3106 Email: secretarial@anainicement.com
Any requests for transactions such as transfers, dematerialization of shares, change of Address, nomination facilities, may please be taken up with the Registrar & Share Transfer Agent of the Company at the address given below:
KFin Technologies Limited
Selenium Building, Tower B, Plot No.31 & 32
Financial District, Nanakramguda, Gachibowli
Hyderabad-500032
E-mail: einward.ris@kfintech.com
Website: https://www.kfintech.com
(q) List of all credit ratings obtained by the entity along with any revisions thereto during the relevant Financial Year, for all debt instruments or any fixed deposit program or any scheme or proposal involving mobilization of funds, whether in India or abroad: - Not
Applicable
7. Other Disclosures:
(a) Disclosure regarding materially significant related party transactions that may have potential conflict with the interest of listed entity at large:
All related party transactions that were entered into during FY 2023-24 were on arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. There were no materially significant related party transactions entered by the Company that have potential conflict with the interests of the Company at large. Details of related party transactions is provided in the accompanied financial statements. The policy for related party transactions can be accessed at the Company website at https://anianicement.com/policies.html
(b) Details of non-compliances with regards to capital market during the last three years by the Company:
There has been no instance of non-compliances on any matter related to capital market during the last three financial years for which stock exchanges or SEBI or any statutory authority has levied any penalty and/ or imposed any stricture on the Company.
(c) Details of establishment of vigil mechanism, whistle blower policy and affirmation that no personnel have been denied access to the Audit Committee:
The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The Company has adopted a Vigil Mechanism and Whistle Blower Policy. The said policy can be accessed at https://www.anianicement.com/investor/corporateqovernance/ViqilMechanism. pdf
No personnel has been/will be denied access to the audit committee.
(d) Compliance with Mandatory Requirements and Adoption of Non-Mandatory requirements:
The Company has complied with all mandatory requirements of the SEBI Listing Regulations for the FY 2023-24 and details of discretionary requirements under Part E of Schedule II of the SEBI Listing Regulations to the extent they have been adopted are mentioned below:
• The Company has moved towards a regime of financial statements with unmodified audit opinion.
• The Internal Auditors is free to report directly to the Audit committee.
(e) Policy for determining Material Subsidiary:
The Policy on Material Subsidiary is available on the website of the Company and can be accessed at http://anianicement.com/investor/policies/Material-Subsidiaries-Policy.pdf
(f) Policy on dealing with related party transactions:
Related party transaction policy is available on the website of the Company and can be accessed at http:// www.anianicement.com/investor/corporategovernance/Related%20Party%20Transaction%20%20 Policy.pdf
(g) Disclosure of commodity price risks and commodity hedging activities:
Not Applicable
(h) Utilization of funds raised through preferential allotment or qualified institutions placement:
During the financial year, no funds were raised by the Company through preferential allotment or qualified institutions placement.
(i) Certificate confirming non-debarment and non-disqualified of Directors:
M/s. D. Hanumanata Raju & Co, Practising Company Secretaries, have issued a certificate certifying that none of the directors serving on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The said certificate has been appended as Annexure 9 to this Annual Report.
(j) During the year, all of the Committee recommendations placed before the Board of Directors were accepted.
(k) Details of Consolidated Fees paid/payable to Statutory Auditors:
M/s Ramanatham & Rao, Chartered Accountants (Firm Registration No. S-2934) have been appointed as the Statutory Auditors of the Company. As required under Regulation 34 read with Part C of the Schedule V of the SEBI Listing Regulations, the total fees paid/payable for all the services availed by the Company and its subsidiary during the financial year 2023-24, on a consolidated basis, to the Statutory Auditors of the Company are given below:
(Rs. In Lakhs)
| Type of Services/Fees | By the Company | By the Subsidiary | Total Amount |
| Statutory Audit Fees | 5.00 | 5.00 | 10.00 |
| Other services | 6.00 | 3.64 | 9.64 |
| Total | 11.00 | 8.64 | 19.64 |
(l) Disclosure in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
During the financial year, the Company did not receive any complaint of sexual harassment.
| Number of Complaints filed during the Financial Year | Nil |
| Number of Complaints disposed during the Financial Year | Nil |
| Number of Complaints pending at the end of the Financial Year | Nil |
(m) Disclosure by listed entity and its subsidiaries of Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount:
Neither the Company nor its Subsidiary have given any loans or advances to any firm / company in which their respective Directors are interested.
(n) Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries:
| Details of the Material Subsidiary | |
| Name of Material Subsidiary | Bhavya Cements Private Limited |
| Date of Incorporation | April 16, 2007 |
| Place of Incorporation | Andhra Pradesh |
| Name of the Statutory Auditor | M/s Ramanatham & Rao, Chartered Accountants |
| Date of appointment of Statutory Auditor | September 28, 2022 |
8. The Company has duly complied with the requirements of the Corporate Governance Report of Sub-paras 2 to 10 of Part (C) of Schedule V of the SEBI Listing Regulations.
9. Disclosure of adoption of discretionary requirements as specified in Part E of Schedule II to the extent applicable: This is provided below:
(a) The Company has moved towards a regime of financial statements with unmodified audit opinion.
(b) The Company has appointed separate persons to the posts of Chairperson and Managing Director.
(c) The Internal Auditors of the Company are directly reporting to the Audit Committee.
10. Compliance with Corporate Governance requirements:
The Company has complied with all the mandatory requirements set forth in of Regulations 17 to 27, as well as Schedule V and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI Listing Regulations, as applicable.
11. Certificate on Corporate Governance:
M/s. D. Hanumanata Raju & Co, Practising Company Secretaries, have issued a compliance certificate in accordance with Schedule V of the Listing Regulations, attesting to the Companys adherence to the Corporate Governance conditions. The said certificate has been appended as Annexure 8 to this Annual Report.
12. The Minutes of the Meeting of the Board of Directors of the unlisted material subsidiaries are being placed before the Board of Directors of the Company.
13. As per requirement of Regulation 25(10) of SEBI Listing Regulations, the Company has taken Directors and Officers Liability Insurance ("D and O insurance") for all its Directors and members of the Senior Management.
14. Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund:
In terms of Sections 124 and 125 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s) and/ or re-enactment(s) thereof for the time being in force) ("IEPF Rules"), dividend, if not paid or claimed for a period of 7 (seven) years from the date of transfer to Unclaimed Dividend Account of the Company, is liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Further, according to the Act read with the IEPF Rules, all the shares in respect of which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
During the year, the Company had sent individual notices and issued advertisements in the newspapers, requesting the shareholders to claim their dividends in order to avoid transfer of shares/ dividends to the IEPF. Information about the transferred dividends and shares is available on the Companys website at https://anianicement.com/statement_unclaimed_dividend.html
The details of the unclaimed dividends and corresponding shares transferred to IEPF during the financial year 2023-24 are as follows:
| Particulars | Amount of unclaimed dividend (in Rs.) | No. of shares |
| Interim Dividend for FY2016-17 | 7,18,613 | 1,20,620 |
| Total | 7,18,613 | 1,20,620 |
As on 31st March, 2024, the Company has transferred to IEPF an amount of 46,13,833 after deduction of applicable tax as corporate benefits (dividend) arising on shares already transferred to IEPF.
Total number of shares outstanding in the demat account of the IEPF Authority as on 31st March, 2024 stood at 5,36,403 shares in comparison to 4,17,383 shares as on 31st March, 2023. Total number of shares released by IEPF Authority in favour of the shareholders during the financial year 2023-24 is 1,600 shares.
In the financial year 2024-25, the Company would be transferring unclaimed final dividend amount declared for the financial year 2016-17 on September 8, 2017, along with underlying shares on which dividends remained unclaimed for 7 (seven) consecutive years by October 12, 2024 to the IEPF. Shareholders who have not claimed their final dividend for financial year 2016-17 as aforesaid, can forward their claim to the Companys Registrar and Share Transfer Agent viz., KFIN Technologies Limited before September 10, 2024, to avoid the transfer of dividend and shares to the IEPF Authority and intimation in this regard have been given to shareholders by serving them individual notices and publishing newspaper advertisement dated June 21,2024 in Business Standard (English, All India Edition) and Nava Telangana Telugu (Telugu, Hyderabad Edition).
The Members who have a claim on above dividends and/or shares are requested to follow the below process:
1. Submit self-attested copies of documents provided in IEPF 5 help kit, which is available on IEPF website (www.iepf.gov.in) to the Company / Registrar and Transfer Agent (RTA).
2. After verification of the aforesaid documents submitted, Company will issue an entitlement letter.
3. File Form I EPF-5 on IEPF website and send self-attested copies of I EPF-5 form along with the acknowledgement (SRN), Indemnity bond and entitlement letter to Company.
4. On receipt of the physical documents mentioned above, Company will submit e-Verification report, for further processing by the IEPF Authority.
Members are requested to note that no claims shall lie against the Company in respect of the dividend/ shares transferred to IEPF.
The following table provides information about outstanding dividend and their respective date of transfer to the IEPF.
| Financial Year | Dateof Declaration | Dividend(%) | Due date 0f Transfer to IEPF |
| 2016- 17 | 08-09-2017 | 10 | 12-10-2024 |
| 2017- 18 | 07-09-2018 | 20 | 11-10-2025 |
| 2018- 19 | 28-08-2019 | 25 | 03-10-2026 |
| 2019- 20 | 21-08-2020 | 50 | 26-09-2027 |
| 2020- 21 | 15-09-2021 | 50 | 20-10-2028 |
| 2021- 22 | 16-09-2022 | 30 | 21-10-2029 |
There are no shares of the Company lying in the demat suspense account or unclaimed suspense account.
15. Disclosure of certain types of agreements binding listed entities:
Pursuant to Clause 5A of paragraph A of Para A of Schedule III of the SEBI Listing Regulations, there are no agreements impacting the management or control of the Company or imposing any restriction or creating any liability upon the Company.
DECLARATION ON CODE OF CONDUCT
| To |
| The Shareholders |
| Anjani Portland Cement Limited |
I, N. Venkat Raju, Managing Director of Anjani Portland Cement Limited, hereby declare that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, applicable to them as laid down by the Board of Directors in terms of Regulation 26(3) read with Schedule V(D) of the SEBI Listing Regulations for the year ended March 31,2024.
| N. Venkat Raju | |
| Managing Director | |
| Chennai, July 10, 2024 |
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