Dear Members,
Your Directors are pleased to present the Companys 41st Annual Report and the Audited
Financial Statements of the Company for the Financial Year ended 31st March 2023.
FINANCIAL RESULTS
The performance of the Company for the Financial Year ended 31st March 2023 is as given
below:
FINANCIAL HIGHLIGHTS FOR THE YEAR:
(Rs. In Lakhs)
| Particulars |
Year ended 2022-23 |
Year ended 2021-22 |
| Gross Turnover |
7069.67 |
8420.79 |
| Profit /(loss) before interest, depreciation and tax |
(1,774.78) |
281.21 |
| Less Interest |
76.8 |
22.03 |
| Profit/(Loss) before depreciation and tax |
(1,851.58) |
259.18 |
| Less Depreciation |
194.74 |
216.21 |
| Profit / (Loss) before Tax |
(2046.32) |
42.97 |
| Tax Expenses: |
|
|
| Current Tax |
- |
16.01 |
| Deferred Tax |
(517.1) |
15.54 |
| Profit / (Loss) after Tax |
(1529.22) |
42.50 |
| Other Comprehensive income |
(3.83) |
4.44 |
| Total Comprehensive Income |
(1533.05) |
46.93 |
PERFORMANCE OF THE COMPANY
During the year under review company had generated total revenue of Rs. 7069.67 Lakhs
as against Rs. 8420.79 Lakhs in the previous financial year. Profit/Loss before tax in FY
2022-23 was Rs. (2046.32) Lakhs as against profit of Rs.42.97 Lakhs in the previous
Financial Year was due to extraneous reasons. Viz, increase in coal price and sluggish
market conditions.
The lower sales volume and profit/Loss margin during the year were on account of (i)
Slow down due to non-availability of quality coal which was available in plenty earlier
years (ii) Unusual heavy and prolonged monsoon during the period and (iii) Increase in
transportation and logistics costs. Further these factors account for increase in
significant portion of the overall cost of cement production. Shortage of coal supply from
Singareni Mines (especially during rainy days in Oct-Dec) along with price rise in coal
have badly impacted the margins of the company for the year.
Your company is now taking steps to contain cost of production by sourcing raw
materials at lower costs. We have advantage of Limestones which are sourced from our own
leased-mines. The companys policy is to adhere all statutory norms and in ensuring the
occupational health and safety of all its employees.
However the factors like optimization of cost of production, reduction in fixed and
other costs and proactive marketing efforts had been strategically planned to improve the
operations. We have planned development oriented production and marketing network to match
the growing demand for cement in the near future. The detailed discussion and analysis of
performance based on the changing trends in the industry is elaborated in the management
discussion analysis which forms part of this Report.
TRANSFER TO RESERVES:
No amount has been transferred to specific reserves during the Financial Year under
review SHARE CAPITAL
As on 31st March 2023, paid up share capital of the company is Rs. 6,67,00,000/-
divided into 66,70,000 equity shares of Rs. 10/- each fully paid up.
DIVIDEND
Your directors do not recommend any dividend for the Financial Year 2022-23.
BOARD OF DIRECTORS
The company has 5 (five) Board of Directors as per the requirements of SEBI (LODR)
Regulation, 2015. The composition of the board is as given below:-
• 1(One) Executive Director
• 3(Three) Independent Directors (Including 1 Women Director)
• 1(One) Non Executive Director
RESIGNATION AND APPOINTMENT OF DIRECTORS
• Mr.P.Ravi (DIN: 00675665), Whole Time Director of the company has resigned from
the board with effect from 12th August 2022. The board placed its sincere appreciation for
his valuable contribution during his tenure as director of the Company.
• The Board of Directors appointed Dr.Ananda Krishnan Balasubramaniyan (DIN:
02702557) with the approval of shareholders as Director & Managing Director of the
Company with effect from 12th August 2022.
• Mr.Gopalsamy Rajan (DIN: 02348441) who retires by rotation and being eligible,
offers himself for reappointment.
DECLARATION BY THE INDEPENDENT DIRECTORS
The company has received declaration from the independent directors of the company
confirming that they continue to meet the criteria of independence, as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) of the Company as on 31.03.2023, as per Section
2(51) and Section 203 of the Companies Act 2013 are:-
1. Dr.Ananda Krishnan Balasubramaniyan, Managing Director
2. Mr.C.Mohanakrishna, Chief Financial Officer (CFO)
3. Mr.Krish Narayanan, Company Secretary (Appointed w.e.f 29th May 2023)
4. Mr. Sanjay D Mukherjee, Chief Executive Officer (CEO) (Resigned w.e.f 31st October
2022)
5. Mr.P.Ravi, Whole Time Director (Resigned w.e.f 12th August 2022)
6. Mr.S.Ramprasad, Company Secretary (Resigned w.e.f 28th April 2023)
The disclosure with respect to remuneration as required under Section 197 of the
Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached to this report as Annexure-V.
CHANGES IN KMP DURING THE FY 2022-23:
• Mr.Sanjay D Mukherjee, Chief Executive Officer has resigned w.e.f 31st October
2022
• Mr.P.Ravi, Whole time Director has Resigned w.e.f.12th August 2022
• Dr.Ananda Krishnan Balasubramaniyan (DIN: 02702557) was appointed as Managing
Director of the Company w.e.f 12th August 2022
• Mr.S.Ramprasad (MNo:14324), Company Secretary and Compliance Officer has
resigned w.e.f 28th April 2023
• Mr.Krish Narayanan (M.No F8915) was appointed as Company Secretary and
Compliance Officer effective from 29th May 2023
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board met four times during the financial year 2022-23 on (i) 27.05.2022, (ii)
12.08.2022, (iii) 14.11.2022 and (iv) 14.02.2023. The intervening gap between any two
meetings was within the period prescribed under the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. More details of the
Board meetings have been provided in the Report on Corporate Governance, found elsewhere
in the Annual Report.
BOARD COMMITTEE
In compliance to the provisions of the Companies Act, 2013 and SEBI Listing
Regulations, the Company has constituted various committees of the Board. Details of
Constitution and number of meetings held during the year under review along with the
attendance of Committee Members there in forms part of the Report on Corporate Governance.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business during the Financial Year.
BOARD EVALUATION
The Board had carried out performance evaluation of itself, its committees and each of
the directors (without participation of the concerned director). Independent Directors
collectively evaluated the boards performance, performance of the chairman and other
non-independent directors. The Nomination and Remuneration Committee also reviewed the
performance of the board, its committees and of the directors.
The performance evaluation concluded on the note that each of the individual directors,
committees and the board as a whole, were contributing towards the common goal of the
company and to improve the efficiency and performance of the organization in its entirety.
REMUNERATION POLICY OF THE COMPANY
In terms of the provisions of Section 178 of the Companies Act, 2013 read with
Regulation 19 of SEBI Listing Regulations, a policy relating to remuneration of the
directors, Key Managerial Personnel and other employees has been adopted by the Board of
Directors thereby analyzing the criteria for determining qualifications, positive
attributes and independence of a Director. The said policy is available on the website of
the company at https://hemadricements.com/policies.
There has been no change in the policy since the last Financial Year.
RISK MANAGEMENT
The Audit Committee also functions as the Risk Management Committee and the board also
takes the responsibility in overseeing the risk management plan of the Company. The Risk
Management policy facilitates in identifying the risks associated with the operations of
the company and in giving suitable measures / solutions to mitigate the same. Risks
identified in the business and functions are systematically addressed through mitigating
actions on a continuous basis.
VIGIL MECHANISM
The Whistle Blower Policy of the company provides a mechanism for employees / Board
Members and others to raise "good faith concerns" about violation of any
applicable law/ Code of conduct of the company and also provides for direct access to the
chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the
Members of Audit committee from time to time.
AUDIT COMMITTEE
The details pertaining to composition and meetings of Audit Committee are included in
the Corporate Governance Report, which forms part of this report.
NOMINATION AND REMUNERATION COMMITTEE:
The details pertaining to Nomination and Remuneration Committee are included in the
Corporate Governance Report, which forms part of this report. The detailed policy is
hosted/ placed on the website of the Company at https://hemadricements.com/
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
Your company is not mandatory obligated to contribute to the CSR activities as per the
extant provisions of the Companies Act 2013. However, your company has generally been
contributing to the welfare of the villages in and around the Registered Office (Factory)
of the Company is enclosed as Annexure-IV.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
There were no loans, guarantees or investments exceeding the limits specified under
Section 186 of the Companies Act, 2013 during the year under review. Details of loans and
guarantees under Section 186 of the Companies Act 2013 for the Financial Year 2022-2023 is
provided in Annexure-III.
PUBLIC DEPOSITS
The company has not invited or accepted any fixed deposits from the public as
stipulated under the provisions of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
The Audit Committee provides omnibus approval on an annual basis for all related party
transactions and the said transactions are also placed on a quarterly basis before the
Audit Committee, during which all interested directors abstain from participation in such
discussions. All related party transactions entered into during the year under review were
in the ordinary course of business, on arms length basis and were in compliance with the
applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
There are no material related party transactions entered into during the financial year
and the same is mentioned Form AOC 2 in Annexure II, which forms part of this
Report.
SUBSIDIARY, ASSOCIATES AND JOINT VENTURE
The company does not have any subsidiary or associate company. The company is also not
a subsidiary of any other company. As on 31st March 2023 the company has not entered into
joint venture.
AUDITORS
Statutory Auditor
Pursuant to the provisions of Section 139(9) of the Companies Act 2013 and the Rules
made there under, the board at the meeting held on 12th August 2022, had recommended
appointment of M/s.SBSB and Associates, Chartered Accountants (Firm registration Number:
012192S) as Statutory Auditors of the Company, in place of M/s.B.Purushottam & Co.,
Chartered Accountants, to hold office from the conclusion of this 40th Annual General
Meeting (2022) until the conclusion of 45th AGM to be held in the year 2027. M/S.SBSB and
Associates had given their consent to continue as auditors as per terms of appointment.
Internal Auditor
The board appointed M/s.DPV Associates, chartered accountants, Chennai, as the internal
auditor of the company to conduct the internal audit during the year under review. The
areas of audit are being taken up in consultation with the internal auditor and as per the
recommendations of the audit committee. The internal audit observations are discussed with
senior officials and are placed before the audit committee and suitable actions are taken
as directed by the said Committee.
Secretarial Auditor
The board appointed M/s. S Dhanapal & Associates, practicing company secretaries,
Chennai as the secretarial auditor to conduct the secretarial audit of the company during
the Financial Year 2022-2023. The secretarial audit report forms part of this report and
is found elsewhere in the annual report.
MATERIAL CHANGES
There were no material changes and commitments affecting the financial position of the
company that occurred between the end of the Financial Year of the company i.e. 31st
March, 2023.
Further, there were no significant or material orders passed by the regulators or
courts or tribunals impacting the going concern status and companys operations in future.
LISTING
As on the date of this report, the company is listed with the Bombay Stock Exchange and
necessary stock exchange regulations are complied with.
The BSE revoked the suspension in trading of equity shares of Hemadri Cements Ltd.
Scrip Code: 502133 (notice dated 24th March 2023) effective from 3rd April 2023.
CORPORATE GOVERNANCE
The Company has been adhering to the principles of corporate governance as laid down in
the Companies Act 2013 and also the SEBI (LODR) Regulations 2015. A separate section on
corporate governance is given elsewhere in this Report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of the company is placed on the website of the company
and link to the same is http://www.hemadricements.com/annual reports.php.
COMPLIANCE WITH SECRETARIAL STANDARDS
The directors state that applicable secretarial standards, i.e. SS-1 and SS-2, issued
by the Institute of Company Secretaries of India, relating to Meetings of the Board of
Directors and General Meetings, respectively, have been duly followed / complied with
by the Company.
CONSERVATION OF ENERGY
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo, as required to be disclosed under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure-
I to this report.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for protection of women in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) had been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The company has not received any complaint on sexual harassment during the Financial
Year ended 31.03.2023.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The company has adequate system of internal control commensurate with its size and
nature of business. These systems provide a reasonable assurance in respect of providing
financial and operational information, safeguarding of assets of the company, adhering to
the management policies besides ensuing compliance.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:
For the financial year under review, the auditor has not reported about any fraud by
the company or any fraud on the company by its officers or employees.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the financial year under review there has been no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and Companys operation in future.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the directors to the best of
their knowledge and ability confirm that-
(a) In the preparation of the annual accounts, 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 at the end of the financial year and of
the profit and loss of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of 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 on a going concern basis; and
(e) The directors have laid down proper internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
CAUTIONARY STATEMENT
Statements in the directors report and the Management Discussion & Analysis Report
describing the companys objectives, expectations or forecasts may be forward looking
within the meaning of applicable laws. Actual results may differ materially from those
expressed in the statement. Important factors that could influence the companys
operations include global and domestic demand and supply conditions affecting selling
prices, raw material availability and prices, changes in government regulations, tax laws,
economic developments within the country and other factors such as litigation and
industrial relations.
ACKNOWLEDGEMENTS
The directors wish to place on record their appreciation for the support and
cooperation, which the company continues to receive from various departments of the State
and Central Governments, from its customers, shareholders, suppliers and Bankers. The
directors also commend the continuing commitment and dedication of the employees at all
levels, which has been critical for the Companys success.
|
//By Order of the Board// |
|
For Hemadri Cements Limited |
| Dr.Sivasamy Raju |
Dr.Ananda Krishnan Balasubramaniyan |
| Director |
Managing Director |
| DIN:06961330 |
DIN:02702557 |
| Place: Chennai |
|
| Date: 14.08.2023 |
|
+91-9892691696
