Niraj Cement Director Discussions


To

The Members,

Your directors have pleasure in presenting the Twenty Fifth (25th) Boards Report on of the Company along with the audited financial statements for the Financial Year ("FY") ended 31st March, 2023.

FINANCIAL HIGHLIGHTS Figures in Lakhs (f)

Particulars Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
INCOME
Revenue from Operations 60,530.54 35,640.53 60,611.97 35,641.31
Other Income 404.94 411.80 404.94 411.80
Total Income 60,935.48 36,052.33 61,016.91 36,053.11
EXPENSES
Cost of materials consumed 58,439.91 34,458.01 58,439.91 34,458.01
Change in Inventories 266.41 120.30 266.41 120.30
Employee Benefit Expenses 131.35 86.21 137.08 87.36
Finance Cost 48.00 13.80 48.10 13.80
Other Expenses. 810.70 463.29 845.00 470.84
Depreciation 137.38 142.36 137.38 142.36
Exceptional Item 461.00 440.19 461.00 440.19
PROFIT/ (LOSS) BEFORE TAX 640.73 328.17 682.03 320.23
Tax
Current Tax 272.89 86.00 281.39 86.00
Deferred Tax Assets/(Liabilities) -34.00 -6.72 -32.01 -8.71
NET PROFIT/ (LOSS) AFTER TAX 401.84 248.89 432.65 242.94
Other Comprehensive Income 0.04 7.04 -0.37 7.04
BALANCE CARRIED TO BALANCE SHEET 401.88 255.93 432.28 249.97
Basic EPS 1.00 0.64 1.08 0.62
Diluted EPS 1.00 0.64 1.08 0.62

STATE OF COMPANYS PERFORMANCE:

The Company is in business of infrastructure and engaged in construction of highways, expressways, turnkey projects roads, bridges, tunnels, etc. However, your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

i) Financial Performance - Standalone

The Company achieved total revenue from operations of Rs. 60,530.54 Lakhs for the year ended 31st March 2023 as against Rs. 35,640.53 Lakhs for the year ended 31st March 2022. Profit before tax stood at Rs. 640.73 Lakhs for the year ended 31st March 2023 as against Rs. 328.17 Lakhs for the year ended 31st March 2022. During the financial year 2022-23, the Company earned a profit after tax including comprehensive income of 401.88 Lakhs as compared to Rs. 255.93 Lakhs in the previous year.

ii) Financial Performance - Consolidated

On a consolidated basis, total revenue from operations of Rs. 60,611.97 Lakhs for the year ended 31st March 2023 as against Rs. 36,053.11 Lakhs for the year ended 31st March 2022. Profit before tax stood at Rs. 682.03 Lakhs for the year ended 31st March 2023 as against Rs. 320.23 Lakhs for the year ended 31st March 2022. During the financial year 2022-23, the Company earned a profit after tax including comprehensive income of 432.28 Lakhs as compared to Rs. 249.97 Lakhs in the previous year.

DIVIDEND

Your Directors do not recommend any dividend for the year under consideration to be used for future growth of Company.

TRANSFER TO RESERVES

Your Directors recommend, transferring of Rs. 401.88 Lakhs to general reserve for the financial year 2022-23.

SHARE CAPITAL

During the year under the review the Company has not issued shares with differential rights as to dividend, voting or otherwise, sweat equity shares nor has it grant stock options.

DEPOSITS

The Company has not accepted any deposits during the year which would be covered under Section 73 & 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees, investments and securities provided covered under the provisions of Section 186 of the Act have been disclosed in the Notes to the financial statements forming part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts or arrangements or transactions with related parties, entered into or modified during the financial year were at arms length basis and in the ordinary course of the Companys business except for the transactions reported in Form AOC-2. The transactions falling within the definition of Related Party Transaction under the provisions of Section 188 of the Companies Act, 2013, requiring disclosures to be made in Form AOC-2 pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in "Annexure - A", forming part of this report.

All contracts or arrangements with related parties were entered into only with prior approval of the Audit Committee, except transactions which qualified as Omnibus transactions as permitted under law. Transactions with related parties, as per requirements of Indian Accounting Standard have been disclosed in the accompanying financial statements.

Further in terms of the Section 188 Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and further in terms of Regulation 23 of the sEbI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Policy on Related Party Transactions as approved by the Board has been placed on the website of the Company at https://nirai.co.in/wp- content/uploads/2022/02/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provision of Section 135 of the Companies Act, 2013, your company acknowledges the applicability of Corporate Social Responsibility, with applicability commencing from the Financial Year 2023-2024. Consequently, the Board of Directors has decided to create a dedicated cSr committee. This committee will be responsible for planning, executing, and supervising relevant initiatives and activities, ensuring they align smoothly with the specified mandate.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 read with Schedule V of the Listing Regulation is given separately which may be taken as forming a part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Further Directors have personally overviewed the adequacy of internal controls and also appointed M/s. Sanjay K. Lodha & Associates, Chartered Accountant as the Internal Auditor of the Company to manage the internal controls of the company.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tool for mitigating risk in order to ensure adequate internal financial control commensurate with the size of the Company.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the company has the Risk Management Plan. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Annual report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior management personnel in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviour of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct for Board of Directors and Senior Management Personnel". The Code has been posted on the Companys website https://niraj.co.in/wp-content/uploads/2021/12/CODE-OF-CONDUCT-FOR- BOARD-OF-DIRECTORS.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

Pursuant to SEBI regulation, the declaration signed by the managing director affirming the compliance of code of conduct by the directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of The Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behaviour, fraud or violation of Companys code of conduct.

The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Companys website at https://nirai.co.in/wp-content/uploads/2022/02/NIRAJ-CEMENT-STRUCTURALS-LIMITED POSHA.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported during the FY 2022-23. The Company has a policy on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and fair enquiry with clear time lines.

SUBSIDIARIES AND ASSOCIATES

During the year under review and up to the date of this report, the Company has successfully incorporated a new subsidiary, M/s. Niraj Build India Limited, on 14th June 2023. However, it is noted that the operations of the subsidiary have not commenced as of the date of this report.

M/s. Niraj Consulting Group Limited is a subsidiaries of your Company. A Report on the performance and financial position of the subsidiary included in the Consolidated Financial Statement is provided in Form AOC-1 and forms part of this Annual Report as "Annexure B".

The Policy for determining material subsidiaries as approved by the Board is uploaded on the Companys website and can be accessed at the Web-link: https://niraj.co.in/wp-content/uploads/2022/02/Policy-for-determining-Material-Subsidiary.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive and Independent Directors. Pursuant to Section 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

Changes in Board Composition during FY 2022-23 and up to the date of this report is furnished below:

* During the period under review, Mr. Kumar Anil Radheshyam (DIN: 06387312) resigned from the board of the Company w.e.f. 05th September, 2022, due to personal reasons and pre-occupation in other assignments. The Board places on record its appreciation for the valuable guidance and assistance received from him during his tenure as director with the Company.

* Mr. Asit Dattani Thakkar (DIN: 01382453), Whole time Director has been resigned from the Board of the Company w.e.f. 22nd May, 2023 due to personal reasons and pre-occupation in other assignments. The Board places on record its appreciation for the valuable guidance and assistance received from him during his tenure as director with the Company.

Director Liable to Retire by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Vishram Pandurang Rudre (DIN: 08564350), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief resume and particulars relating to him is given separately as and Annexure to the AGM notice.

Key Managerial Personnel:

During the Financial Year 2022-23, Mr. Vinaykumar Rajkumar Ghuwalewala was appointed as Chief Financial Officer of the Company w.e.f. 16th May, 2022 and no other changes in the KMP occurred up to the date of this report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

COMMITTEES OF BOARD, MEETINGS OF THE BOARD AND BOARD COMMITTEES

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report. The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.

BOARDS EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this report.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors Familiarization Programme to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

COMPANYS REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration, which is available on the Companys website at https://niraj.co.in/wp-content/uploads/2021/12/nomination- and-remuneration-policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, your Directors confirm that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual financial statements on a going concern basis;

v. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 relating to Meetings of the Board of Directors and SS-2, relating to General Meetings, have been duly followed by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS AND THEIR REPORTS

Pursuant to Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years and each such term would require approval of the Members, an audit firm as auditor for more than two terms of five consecutive years. Accordingly, M/s.Chaturvedi Sohan & Co, Chartered Accountants (Firm Registration No.118424W), Mumbai were appointed as Statutory Auditors of the Company for a period of five consecutive years in the 20th AGM held on 29th September, 2018, till the conclusion of 25th AGM to be held in the year 2023, accordingly they retire at the 25th AGM. The term of office M/s Chaturvedi Sohan & Co, Chartered Accountants as statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company.

The Board of Directors based on the recommendation of Audit Committee in their meeting held on 11th August, 2023 have reappointed M/s Chaturvedi Sohan & Co, Chartered Accountants as statutory Auditors of the Company, subject to the approval of members in the ensuing annual general meeting of the Company for a period of 4 (Four) years from the conclusion of 25th Annual General Meeting upto the Conclusion of 29th Annual General Meeting to be held in the year ended 31st March, 2027 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditor.

AUDITORS REPORT

The Audit Report of Statutory Auditors for the financial year 2022-23 has given the following qualifications on the audited financial statements:

Auditor Qualification: Management response
We want to draw your kind attention to Note No. 5 of Audited Balance Sheet wherein Income Tax Assets (Net) amount of Rs. 1833.72 Lakhs has been shown under other non-current assets out of which amount of Rs. 873.80/- lakhs has been recovered / adjusted by the Income Tax Demand for the Assessment year 2007-08 and 2008-09 against the due refund of AY2014-15 to 2022-23 but no provision has been made in despite of fact that no appeal is pending at any stage in respect of these payment. The Company does not have appropriate internal control system to reconcile the financial accounts pertain to Income Tax Asset (Net) with relevant tax records i.e. Assessment order which can possibly result into under/over statement of such amounts in the financial statements. During the period under review, it came to the notice of the management that few demands on income tax portal which are unclear and unjustified. The management is in process of collecting the related documents and working from Income Tax department to understand and reconcile the same. On completion of reconciliation necessary amount will be provided in the books of account in next financial year.

REPORTING OF FRAUDS BY AUDITORS

There were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. AJP & Associates, Company Secretary in practice, Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2023.

The Secretarial Audit Report in Form MR-3 is included as Annexure-C and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

COST ACCOUNTING RECORDS:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors has appointed M/s. P.K. Verma & Co., Cost Accountants (Registration No. 000511) as Cost Auditor for the financial year 2023-2024. The Audit Committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there was no foreign exchange earnings and outgo. Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reports on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.

ANNUAL RETURN

Pursuant to sections 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated 05th March, 2021), a copy of the annual return is made available on the website of the Company at https://nirai.co.in/annual-return/

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The details of the policy are more particularly mentioned in the Corporate Governance Report, which forms a part of this Annual Report. The policy is also hosted on the Companys website https://nirai.co.in/wp-content/uploads/2021/12/nomination-and-remuneration-policy.pdf

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure-D".

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Changes in nature of business.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

Material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report.

PERSONNEL

The relation between the employees and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India (NHAI), Public Works Dept of various State Governments, Central Government for their support and guidance and also thank Ministry of Corporate Affairs (MCA), Securities Exchange Board of India (SEBI), BSE Limited (BSE), National Stock Exchange of India Limited (NSE), Depositories, Regulators, Financial Institutions and Banks, Stakeholders, Suppliers, Contractors, Vendors and business partners/ associates for their consistent support/encouragement to the Company. The Company also looks forward to their support in future. Also, your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

By Order of the Board of Directors

For Niraj Cement Structurals Limited
Place: Mumbai Vishram Pandurang Rudre Sudhakar Balu Tandale
Date: 11th August, 2023 Managing Director Wholetime Director
DIN: 08564350 DIN:09083084