Dear Members
Your Directors have pleasure in presenting their Sixty Seventh Annual Report on the
accounts of the Company for the Financial Year ended March 31,2023.
SALIENT FEATURES OF THE REPORT
The Honble National Company Law Tribunal, Amaravati Bench, ("NCLT"),
vide its order dated 14th May, 2020 admitted the application for the initiation
of the Corporate Insolvency Resolution Process ("CIRP") of Corporate
Debtor ("The Company") in terms of the Insolvency and Bankruptcy Code,
2016 read with the rules and regulations framed thereunder, as amended from time to time
("Code"). Further, the NCLT vide order dated 25th June, 2021
read with corrigendum order dated 10th July, 2023 approved the Resolution Plan
for revival of the Company. Thereafter, the Joint Lenders at their meeting held on 06th
July, 2021 nominated the members of Implementation and Monitoring Committee (IMC) to
oversee implementation of approved resolution plan and look after affairs of the Company.
The said IMC has discharged their duties in their last meeting held on 13th
January, 2023 and handed-over the affairs of the Company to the new board of directors.
FINANCIAL RESULTS
(Rs. in Lakhs)
| Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Revenue from Operations |
3,885.76 |
- |
| Other Income |
24.53 |
28,381.70 |
| Total Revenue |
3,910.29 |
28,381.70 |
| Less: Interest and Finance charges |
5.12 |
- |
| Less: Depreciation and Amortisation |
443.69 |
437.68 |
| Less: Other expenses |
6,502.81 |
7,135.40 |
| Profit / (Loss) before Exceptional Items and Tax |
(3,041.34) |
20,808.62 |
| Exceptional Items |
(2,944.01) |
(849.45) |
| Profit / (Loss) before tax |
(5,985.35) |
19,959.17 |
| Less: Provision for Income Tax (Earlier years) |
- |
(315.57) |
| Net Profit/Loss after tax |
(5,985.35) |
20,274.74 |
| Net gains / (Loss) on FVTOCI equity securities |
1.86 |
1.28 |
| Total Comprehensive Income for the period (TCI) |
(5,983.49) |
20,276.02 |
OPERATIONS:
The Total Income for the year ended March 31,2023 was Rs. 3,910.29 Lakhs as compared to
Rs. 28,381.70 Lakhs during the previous year. Loss before tax was Rs. 5,985.35 Lakhs as
compared to Profit of Rs. 20,808.62 Lakhs during the previous year. Loss after tax was
Rs.5,985.35 Lakhs as compared to profit of Rs. 20,276.02 Lakhs.
The company has begun its grinding operations from 08th May, 2022, restarted
the cement plant and started clinker production from 02nd March, 2023.
STATE OF COMPANY AFFAIRS:
During the year under review, the Company has commenced its cement production by
procuring the key raw material- clinker from the secondary market and the produced
cement bags have been distributed into the market through marketing dealers and diligently
captured the south Indian cement industry market share. Parallelly, the assignment of
revamping the existing cement plant from aggregate to detail level has been outsourced and
the final modernized Cement Plant was handed-over to the new management in the month of
February, 2023. In the same month, the cement plant has been officially reopened and ever
since then, the clinker production has begun in-house, which has reduced the company
expenditure and this is going to have an effective positive impact on profitability of the
Company.
DIVIDEND:
Your Directors regret their inability to recommend any dividend on Equity Shares in
view of the carry forward losses.
FIXED DEPOSITS:
The Company has not accepted any Deposit during the year and there are no deposits
unpaid or unclaimed as on 31st March, 2023.
INSURANCE:
The assets of the Company are adequately insured.
INDUSTRIAL RELATIONS:
Companys Industrial Relations continue to be harmonious and cordial.
EMPLOYEES:
Your Directors wish to place on record their sincere appreciation of the whole-hearted
cooperation extended and the valuable contribution made by the employees at all levels
during the year ended 31st March, 2023.
AUDITORS:
M/s. K.S. Rao & Co., Chartered Accountants, Hyderabad (Firm Registration No:
003109S) were initially appointed by the members at their 61st Annual General
Meeting (AGM) held on 26th September, 2017 to hold the office of Statutory
Auditors of the Company till conclusion of 66th Annual General Meeting.
Further, the members of the Company at their 66th AGM approved the
re-appointment of Statutory Auditors of the Company to hold office till conclusion of 71st
Annual General Meeting which is going to be held in 2026-27 on such remuneration as may be
decided by the Board of Directors in consultation with the auditors. The Board places on
record its sincere appreciation of the services rendered by the Statutory Auditors.
AUDITORS REPORT AND EXPLANATION IN RESPONSE TO AUDITORS QUALIFICATIONS, IF ANY:
M/s. K.S.Rao & Co., Charetered Accountants, Hyderabad, Statutory Auditors of the
Company have provided a report on financials of the Company for the year ended 31st
March, 2023 with a qualified opinion as follows:
"The Company has not adopted and complied with the requirements of Ind AS-19
Employee Benefits in respect of the Gratuity liability which constitute a departure from
the Accounting standards mentioned in the Companies (Indian Accounting Standards) Rules
201 5 referred in section 133 of the Act. In view of this the liability of the company in
this regard could not be ascertained. Consequently, we are unable to comment about the
impact of the same on the loss for the year, income tax and shareholders funds."
The board hereby explain that the company went through Corporate Insolvency Resolution
Process (CIRP) and operations have begun during the year and production was upheld only in
the last month of the financial year ended 31st March, 2023 .
The current management of the company is looking forward to appoint an actuarial to
carry out necessary workings and an appropriate provision will be created in the coming
quarters.
COST AUDIT:
Cost Audit will not be applicable from the financial year 2022-23, since the turnover
of the company during the last financial year is below the statutory threshold as
prescribed under the respective provisions of the Companies Act, 2013 and Cost Audit rules
made there under. However, the company has triggered the threshold to include cost records
in its books of accounts and the same will be maintained for the financial year 2023-24.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
in their meeting held on 13th February, 2023 appointed M/s. B S S &
Associates, Hyderabad, Practicing Company Secretaries to conduct Secretarial Audit of
records of the Company for the financial year ended 31st March, 2023. The
Secretarial Audit Report for the financial year ended March 31st 2023, is
annexed to this Report as Annexure I. The qualification/ remarks made in the
Secretarial Audit Report are self-explanatory.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO:
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings
and Outgo required under section 134 (3) (m) of the Companies Act, 2013 read with the
Companies (Accounts)Rules,2014 are set out in the Annexure II and forms part of the
report.
DIRECTORS:
The Implementation and Monitoring Committee (IMC) suspended itself and handed-over to
look after company affairs to the new Board of Directors in their meeting held on 13th
January, 2023.
Mr. Jayarama Reddy Pedireddygari (DIN: 07053207)
He has resigned from the position of Director of the Company with effect from 10th
June, 2022.
Mr. Ramakrishna Prasad Sunkara (DIN: 02451497)
He has resigned from the position of Director of the Company with effect from 10th
June, 2022.
Mr. Palani Thangavel (DIN: 09448684)
IMC in their meeting held on 03rd September, 2022 recommended his
appointment for approval of members and the Company members in their 66th AGM
held on 30th September, 2022 approved his appointment as Director of the
Company with effect from 17th January, 2022.
He has resigned from the position of Director of the Company with effect from 20th
December, 2022.
Mr. Aravindan Palani (DIN: 09448703)
IMC in their meeting held on 03rd September, 2022 recommended his
appointment for approval of members and the Company members in their 66th AGM
held on 30th September, 2022 approved his appointment as Director of the
Company with effect from 17th January, 2022.
He has resigned from the position of Director of the Company with effect from 20th
December, 2022.
Ms. Sakthi Sri Devi (DIN: 09448683)
IMC in their meeting held on 03rd September, 2022 recommended her
appointment for approval of members and the Company members in their 66th AGM
held on 30th September, 2022 approved her appointment as Director of the
Company with effect from 1 7th January, 2022.
She has resigned from the position of Director of the Company with effect from 20th
December, 2022.
Mr. Sreedhar Reddy Sajjala (DIN: 01440442)
He has retired from the position of Director of the Company with effect from 20th
December, 2022.
Mr. Panduranga Rao Surathu (DIN: 07339056)
He has retired from the position of Director of the Company with effect from 20th
December, 2022.
Mrs. Srinisha Jagathrakshakan (DIN: 01728749)
She was appointed as an Additional Directors of the Company by the IMC at their meeting
held on 25th April, 2022 with immediate effect.
Members at their 66th AGM held on 30th September, 2022 approved
to appoint her as Director of the Company with effect from 25th April, 2022.
IMC at its meeting held on 20th December, 2022 approved the change of her
designation from Director to Managing Director.
Members at their Extra-ordinary General Meeting (EGM) held on 1 7th March,
2023 approved her appointment as Managing Director of the Company with effect from 20th
December, 2022 to hold office for a period of five years.
Mr. Narayanasamy Elamaran (DIN: 01744259)
He was appointed by the IMC at their meeting held on 20th December, 2022 as
an Additional (Non-Executive) Director of the Company.
Members at their EGM held on 17th March, 2023 approved to appoint him as a
NonExecutive Director of the Company.
Mr. Vasudevan Raghavan (DIN: 02745060)
He was appointed by the IMC at their meeting held on 20th December, 2022 as
an Additional (Independent) Director of the Company with immediate effect.
Members at their EGM held on 1 7th March, 2023 approved to appoint him as an
Independent Director of the Company to hold office for a period of five years.
Mr. Balachandran Ramachandran (DIN: 01648200)
He was appointed by the IMC at their meeting held on 20th December, 2022 as
an Additional (Independent) Director of the Company with immediate effect.
Members at their EGM held on 1 7th March, 2023 approved to appoint him as an
Independent Director of the Company to hold office for a period of five years.
Mr. Asuri Ramesh Rangan Sholinghur (DIN: 07586413)
He was appointed by the IMC at their meeting held on 13th January, 2023 as
an Additional (Independent) Director of the Company with immediate effect.
Members at their EGM held on 1 7th March, 2023 approved to appoint him as an
Independent Director of the Company to hold office for a period of five years.
BOARD EVALUATION:
The Board and Nomination & Remuneration Committee have been constituted on 13th
January, 2023 i.e., in last quarter of the financial year 2022-23 by the IMC, and
there was no performance to be evaluated during the year under review.
BOARD MEETINGS AND COMMITTEE MEETINGS
During the year under review, Implementation & Monitoring Committee (IMC) had
overseen affairs of the Company and made decisions in best interest of the Company at
their 7 meetings held on 25th April, 2022; 10th June, 2022; 02nd
September, 2022; 07th October, 2022; 07th November, 2022; 20th
December, 2022 and 1 3th January, 2023.
The board was constituted and affairs were completely handed-over to the new board of
directors by the IMC at their last meeting held on 1 3th January, 2023.
Thereafter, two board meetings were conducted on 03rd February, 2023 and 1 3th
February,
2023 and intervening gap between the meetings was within the period prescribed under
Companies Act, 201 3 and SEBI Regulations as applicable to the Company.
Audit Committee and Nomination & Remuneration Committee meetings were held on 13th
February, 2023. The details are also provided in Corporate Governance Report.
DETAILS OF WHOLE-TIME KEY MANAGERIAL PERSONNEL (KMP)
During the period under review, Mrs. Srinisha Jagathrakshakan (DIN-01728749) was
appointed as Managing Director of the Company to hold office for a period of five years
with effect from 20th December, 2022.
Ms. Diya Venkatesan resigned from the position of Company Secretary & Chief
Financial Officer of the Company with effect from 05th January, 2023.
Mr. Sai Prashanth Gujja was appointed as Company Secretary of the Company with effect
from 1 3th January, 2023.
DECLARATION ON INDEPENDENCE OF DIRECTORS:-
During the year under review, 3 new Independent Directors were appointed and in the
opinion of the board, they possess the requisite the integrity, expertise and experience
(including proficiency) as required by the position held by them in the Company. The Board
has received declaration of independence from Directors of the Company and the same were
taken on record by the board of directors at their first meeting held on 27th
May, 2023 and accordingly, we hereby declare that Independent Directors of the Company are
complaint with provisions of section 149(6) of Companies Act, 2013 read with relevant
rules in force.
DEPOSITS
The Company has not accepted any deposits and no deposit remained unpaid or unclaimed
as on year ended 31st March, 2023.
LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not advanced any loan, provided any
guarantee or made any investment as per section 186 of Companies Act, 201 3.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts/ arrangements/ transactions entered by the Company during the financial
year with related parties were in the ordinary course of business at arms length basis.
There are no materially significant related party transactions that may have potential
conflict with interest of the Company at large. Please refer to Form No. AOC-2 in Annexure-III
for the details of related party contracts or arrangements.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company is not having any Subsidiaries and Joint Ventures as on financial year
ended 31st March, 2023.
VIGIL MECHANISM:
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in
terms of SEBI Regulations, includes Vigilance or Ethics Office, who may be a senior
executive of the Company and the protected disclosures may be made by a whistle blower
through an e-mail or a letter to the Vigilance or Ethics Officer or to the Chairman of the
Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed
on the companys web site at the link http://www.panyamcements.in.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As the Companys net worth is less than Rupees Five Hundred Crores, Turnover less than
Rupees One Thousand Crores and Net-profit calculated as per section 198 of Companies Act,
2013 is less than Rupees Five Crores, the provisions of section 1 35 of Companies Act, 201
3 are not applicable to the Company.
CORPORATE GOVERNANCE:
Your Directors reaffirm their continued commitment to good corporate governance
practices. A separate report on Corporate Governance is incorporated as Annexure IV as
a part of the Directors Report. Further as a part of the report, "Management
Discussion and Analysis" has also been furnished.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 201 3: -
i. That in the preparation of the annual Accounts, the applicable accounting standards
had been followed, with proper explanation, and that there were no materials departures.
ii. That the Directors had selected such accounting policies and applied them
consistently and made judgment 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 loss of the Company for the year.
iii. That the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 201 3 for
safeguarding the assets of the company, and for preventing and detecting fraud and other
irregularities.
iv. That the annual financial statements have been on a going concern basis.
v. That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
vi. That systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition, and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 201 3 and the Rules there under. The Company
has no such cases of sexual harassment at workplace. During the year under review, the
Sexual Harassment Committee/Internal Complaints Committee has been constituted and the
details of composition have been provided in the Corporate Governance Report.
LISTING AGREEMENT:
The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, with the aim to
consolidate and streamline the provisions of the Listing Agreement for different segments
of capital markets to ensure better enforce ability. The said regulations were effective
December 01,2015. Accordingly, all listed entities were required to enter into the Listing
Agreement within 6 months from the effective date.
The Equity shares of the Company are listed on the BSE Limited and consequently, the
trading of shares on BSE was suspended. However, the Company has made an application for
revocation of suspension imposed on 30th January, 2023 received in-principle
approval on 07th July, 2023 and post-revocation compliance is completed from
the Company and the Exchange approval for resumption of trading of company shares is
expected in coming days.
RISK MANAGEMENT
Pursuant to section 1 34 (3) (n) of the Companies Act, 201 3, a risk management policy
has been devised to ensure sustainable business growth with stability and to promote a
proactive approach in reporting, evaluating and resolving risks associated with the
Companys business.
All the Senior Executives under the guidance of the Chairman and Board of Directors has
the responsibility for over viewing managements processes and results in identifying,
assessing and monitoring risk associated with Organizations business operations and the
implementation and maintenance of policies and control procedures to give adequate
protection against key risk.
The Company manages, monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives. The Companys management
systems, organizational structures, processes, standards, code of conduct and behaviors
together form the Management and business of the Company.
The Company has introduced several improvements to Integrated Enterprise Risk
Management, Internal controls, Management and Assurance frameworks and processes to drive
a common integrated view of risks, optimal risk mitigation responses and efficient
management of internal control and assurance activities.
COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES.
Pursuant to section 1 78(3) of Companies Act, 2013, a policy for determining
qualifications, positive attributes and independence of directors including the
remuneration to such Directors, Key Managerial Personnel and other employees has been
adopted and same has been placed on website of the Company www.panyamcements.in
The Nomination and Remuneration committee has been constituted by the Implementation
and Monitoring Committee at their last meeting held on 13th January, 2023 and
the new board of directors in their first meeting re-constituted the committee
composition. The committee meeting and composition details are mentioned in the Corporate
Governance Report.
RATIO OF REMUNERATION OF EACH DIRECTOR TO MEDIAN REMUNERATION OF EMPLOYEE.
The company has not paid any remuneration to Directors of the Company and there was no
percentile increase in remuneration of Key Managerial Employees or any employees of the
Company during the year under review. The company has 142 permanent employees on rolls of
the Company.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation were observed.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
At the beginning of the financial year, the company was in the revival stage and the
implementation of Resolution Plan approved by National Company Law Tribunal (NCLT),
Amravati Bench vide order dated 25th June, 2021 read with corrigendum order
dated 10th July, 2021 was overseen by the Implementation and Monitoring
Committee (IMC) of the Company who appointed new Board of Directors in consultation with
the Resolution Applicants and handed-over affairs to the new Board of Directors in their
last meeting held on 13th January, 2023. Thereafter, the new management is
hammering into the business activities by modifying the existing infrastructure, upscaling
the production of clinker and improving the productivity at an aggregate level.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the period under review, there were no significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and Companys
operations in future.
ANNUAL RETURN:
Pursuant to the amendments to Section 1 34(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return (Form MGT-7) for the financial year ended March 31, 2023 is available on the
Companys website and can be accessed at https://www.panyamcements.in/
panyam%20files/Annual%20Return%202022-23.pdf.
CAUTIONARY STATEMENT:
Statements in the Management Discussion and Analysis Report describing the Companys
objectives, expectations or predictions may be "forward looking statements"
within the meaning of applicable securities laws and regulations. Actual results could
differ materially from those expressed or implied. Important factors that could make a
difference to your Companys operations include demand supply conditions, finished goods
prices, cyclical demand and pricing in your Companys principal markets, change in
Government regulations, tax regimes, economic developments within India or any other
country in which your company conducts business and other factors such as litigation and
labour negotiations. Your company is not obliged to publicly amend, modify or revise any
forwardlooking statements, on the basis of any subsequent development, information or
events or otherwise.
ACKNOWLEDGMENTS:
The Management of the Company would like to express their sincere appreciation for the
cooperation and assistance received from shareholders, bankers, financial institutions,
regulatory bodies and other business constituents during the year under review. The
Management of the Company also wish to place on record their deep sense of appreciation
for the commitment displayed by all executives, officers and staff of the Company during
the financial year.
|
By Order of the Board of Directors |
|
|
For Panyam Cements & Mineral Industries Ltd |
|
|
Sd/- |
Sd/- |
|
Jagathrakshakan Srinisha |
Narayanasamy Elamaran |
| Place: Chennai |
Managing Director |
Director |
| Date: 04th September, 2023 |
(DIN: 01728749) |
(DIN: 01744259) |
+91-9892691696
