saurashtra cem Directors report

Dear Shareholders,

Your Directors are pleased to present the annual report of your Company for the Financial Year ended 31^st March 2023. It is our pleasure to inform that the National Company Law Tribunal (NCLT), Ahmedabad Bench vide its Order dated 16^th March 2023 approved the Scheme of Amalgamation of Gujarat Sidhee Cement Limited (Transferor Company/GSCL) with Saurashtra Cement Limited (Transferee Company/SCL) under Section 230 to 232 of the Companies Act, 2013. The Appointed Date of the Amalgamation Scheme was 1^st January 2022. The scheme became effective from 30^th March 2023 (hereinafter referred to as the ‘approved scheme).

The scheme shall have the benefits and synergies as envisaged on the objectives like:-

Better competitive positioning in market in view of similar product and geography of operations.

Common management with aligned vision and high promoter stake.

Higher market capitalization.

Flexibility for supply chain optimization.

Cost and operational optimization by eliminating redundancies.

In view of the amalgamation, the accounts for the last two years have been recasted as the appointed date of merger is 1^st January 2022. The financial results of the merged entity for the Financial Year ended March 31, 2023 are as under:

PERFORMANCE REVIEW AND THE STATE OF COMPANYS AFFAIRS

( Rs. in million)

Particulars	standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operation (Net of GST)
and Other Income	16583.76	14669.41	16583.80	14669.44
Profit before Interest, Depreciation,
Exceptional items and Tax	188.06	795.97	190.36	798.601
Finance Cost	92.91	92.27	92.91	92.27
Profit before Depreciation, Exceptional Items
and Tax	95.15	703.70	97.45	706.33
Depreciation & Amortization	388.69	331.65	388.69	331.65
Exceptional Items	0.00	(14.17)	0.00	0.00
Profit/(Loss) before Tax	(293.54)	357.88	(291.24)	374.68
Current Tax Expense	0.00	107.21	0.57	107.46
Deferred Tax Adjustment	(71.88)	36.13	(71.88)	36.13
Profit for the year	(221.66)	214.54	(219.93)	231.09
Total Other Comprehensive
Income (net of tax)	(2.68)	1.30	(2.68)	1.30
Total Comprehensive Income	(224.34)	215.84	(222.61)	232.39
Retained Earnings – Opening Balance
Add/(Less)	5678.38	5504.83	5681.89	5491.79
Profit for the Year	(221.66)	214.54	(219.93)	231.09
Re-measurement of Defined Benefit Plans
Benefit Plan (Net of Tax)	(2.53)	1.30	(2.53)	1.30
Particulars	standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Transfer from Equity Instruments through	(103.51)	0.00	(103.51)	0.00
OCI on Investments write off
Less : Equity Dividend	0.00	42.29	0.00	42.29
Retained Earnings – Closing Balance	5350.68	5678.38	5355.92	5681.89

The cement production for the year under review was 3.3% higher than that in the previous financial year. The clinker production was about 7.7% lower compared to the previous year in view of the inventory availability. The costs of all inputs viz. fuel, raw materials and additives like gypsum and fly ash were higher than the previous year due to lesser availability, high demand and the prevailing geo-political situation. The increase in costs could not be fully passed on to the customers through increase in cement prices; due to supply overhang, fragmented nature of industry and intense competition. The said factors resulted in lower EBIDTA in the Financial Year 2022-23.

The Company has initiated long term measures to strengthen the paints business by incurring higher expenses on brand building, sales promotions and building a sustainable organization by recruiting competent manpower. This has resulted in higher spend and has impacted the profitability of the paints business.

AMOUNT TRANSFERRED TO RESERVES

No amount is being transferred to the reserves in view of the losses.

Dividend

The Board of Directors have not recommended any dividend for the year in view of the losses.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis as required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as

Annexure A.

CORPORATE GOVERNANCE

Corporate Governance Report along with Auditors Certificate on its compliance pursuant to Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure B. A declaration by the Managing Director that Board and Senior Executives having complied with the Code of Conduct of the Company form part of the report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

No material change(s) and commitment(s) have occurred between the end of the Financial Year and the date of this Report, which has affected the Financial Statements of the Company with respect to the reporting year. There has been no change in the nature of business.

FINANCIAL STATEMENTS

The amalgamation has been accounted for in the books of account of the Company pursuant to the pooling of interest method prescribed for business combinations of entities under common control in Appendix C of Indian Accounting Standard (Ind AS) 103 notified under the Companies (Indian Accounting Standards) Rules, 2015, to the extent applicable.

Accordingly on and from the Appointed Date and subject to the provisions hereof and such other corrections and adjustments as may and except to the extent required otherwise by law, all assets and liabilities of the erstwhile Gujarat Sidhee Cement Limited (GSCL) has been transferred to the Company under the Scheme and have been recorded in the books of account of the Company at the book values as recorded in the books of account of erstwhile GSCL. All reserves of the GSCL forms part in the books of account of the Company in the same form in which they appear in the books of GSCL.

The difference between the amount recorded as share capital issued by the Company and the amount of Share Capital of GSCL has been adjusted in capital reserves in the books of the Company.

In case of any difference in accounting policy between GSCL and the Company, the impact of the same till the Appointed Date has been quantified and adjusted in the Capital Reserves of the Company to ensure that the financial statements of the Company reflect the financial position on the basis of consistent accounting policy.

Accordingly, as per the approved scheme, the accounts of GSCL have been merged with the Company.

The Audited Standalone and Consolidated Financial Statements of the Company which form a part of this Annual Report have been prepared pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in accordance with the provisions of the Companies Act, 2013 and Companies (Indian Accounting Standards) Rules, 2015 on Consolidated Financial Statements. The Consolidated Net Loss of the Company is Rs. 219.93 million for the Financial Year ended 31^st of March 2023.

AUTHORISED SHARE CAPITAL

In accordance with the approved scheme, the Authorised Shares Capital of the Company stands increased from Rs.229,60,00,000/- divided into 22,96,00,000 Equity shares of Rs.10/- (Rupees Ten only) fully paid-up to Rs. 772,70,00,000/- divided into 77,27,00,000 Equity shares of Rs. 10/- each (Rupees Ten only) fully paid up.

PAID UP SHARE CAPITAL

The paid up Equity Share Capital of the Company excluding the forfeited shares as on 31^st March 2022 was Rs.703.138 million.

During the year; 64,381 Equity Shares of Rs. 10/- each fully paid up were allotted to the employees in accordance with Saurashtra Employee Stock Option Scheme 2017 and listed at BSE Limited.

The paid up Equity Share Capital of the Company as on 31^st March 2023 excluding the forfeited shares was Rs. 703.78 million.

The Allotment Committee of the Board at its meeting held on 26^th April 2023, in accordance with the approved scheme, has issued and allotted 5,40,09,641 new equity shares of Rs.10/- each fully paid up of the Company to the shareholders of erstwhile Gujarat Sidhee Cement Limited who were the shareholders as on 21^st April, 2023 (i.e. Record Date). The listing approval from BSE Limited has been received on 24^th May, 2023 and pending for trading approval from the Stock Exchange. The paid up share capital of the Company post allotment of the above shares is Rs. 110,72,95,430/- divided into 11,07,29,543 equity shares of Rs. 10/- each fully paid up.

new equity shares of the Company allotted to those shareholders of Gscl who held shares in physical form shall be credited to Unclaimed escrow Account. the shareholders shall be required to claim the new shares from Unclaimed escrow Account after submitting required details to the Registrar & transfer Agent. new equity shares of the Company will be credited in Investor education and Protection Fund (IEPF) on behalf of those shareholders of GSCL who had not claimed/encashed dividends declared during the Financial Year 2012-13. the shareholders shall be required to claim the shares from IEPF by submitting requisite forms with IEPF.

New Equity shares of the Company allotted to those Shareholders whose shares were transferred to an Unclaimed Suspense Account under Regulation 39(4) of SEBI (LODR) Regulations, 2015 in physical/demat form which was transferred by GSCL, will be credited to an Unclaimed Suspense Securities Account opened by the Company. The fractional shares will be transferred to Escrow Account held by a Trustee. These shares will be sold by the Trustee and the proceeds will be paid to the eligible Shareholders in accordance with the approved scheme.

In accordance with the approved scheme, 22,85,912 Equity shares of Rs.10/- each fully paid-up held by Saurashtra Cement Limited in the paid up share capital of Gujarat Sidhee Cement Limited and 1,36,58,267 Equity Shares of Rs.10/- each held by Gujarat Sidhee Cement Limited in the paid up share capital of Saurashtra Cement Limited have been cancelled pursuant to cross holding.

EMPLOYEE STOCK OPTION SCHEME

The disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share

Capital and Debentures) Rules, 2014 is enclosed as Annexure C to this Report. Auditors certificate on Saurashtra Employee Stock Option Plan in compliance with Regulations 13 of Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014 is enclosed as Annexure D.

SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013, inter-alia requires every listed Company to undertake a Secretarial Audit and shall annex with its Boards Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ragini Chokshi & Co, Practicing Company Secretaries were appointed by the Board of Directors as the Secretarial Auditors of the Company to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2022-23. The report of the Secretarial Auditor in form MR-3 is enclosed as Annexure e. The report does not contain any qualification, reservation nor adverse remarks. Your Company is in compliance with the Secretarial Standards, specified by the Institute of Company Secretaries of India (‘ICSI).

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

Keeping in view the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Stock Exchanges; a Secretarial Audit by the Practicing Company Secretaries is carried out on a quarterly basis to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The said auditor confirms that the total issued/paid-up capital/any change in the capital in all the quarters during the year under review tallies with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

Deposits

During the year under review, your Company has not accepted/received any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and not under the exceptions provided under Rule 2 of the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

All transactions entered into with the related parties are approved by the Shareholders periodically and in accordance with the requirements of Section 188 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there is an omnibus approval taken from the Board of Directors and the Audit Committee on an annual basis and further as and when required. The other details as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3) of the Companies Act, 2013 are mentioned in the Corporate Governance Report.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is enclosed in Form No. AOC-2 as Annexure F.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in Notes to the Standalone Financial Statements.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL I NST ITUTIONS ALONG WITH THE REASONS THEREOF

Not Applicable.

I NTERNAL CONTROL SYSTEMS AND INTERNAL AUDIT

The Internal Control Systems of the Company are robust and commensurate with the nature, size and complexity of its business. Adequate internal financial control mechanism as laid down and adopted continue to be followed by the Company. Policies and procedures, as approved by the Board have been adopted by the Management of the Company for ensuring orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. The control activities continue to incorporate, among others, continuous monitoring, routine reporting, digital business environment with minimum possible manual intervention, checks and balances, purchase policies, authorization and delegation procedures, audits including compliance audits, which are periodically reviewed by the Audit Committee. Based on the report of Internal Auditors, the Audit Committee / Board initiates corrective action in respective areas and thereby strengthens the controls. Your Company has a Code of Conduct for all employees and also takes prompt action on any violations of the Code of Conduct by its employees.

INSURANCE

All the properties including buildings, plant, machinery and stocks have been adequately insured.

SUBSIDIARY COMPANIES

Your Company has one subsidiary Company; viz. Agrima Consultants International Limited. Section 136 of the Companies Act, 2013 has exempted the listed companies from attaching the financial statements of their Subsidiary Company to the Annual Report of the Company. In accordance with the proviso to sub-section (1) of Section 136; a copy of the audited annual accounts of Agrima Consultants International Limited is provided at the following link: https://scl.mehtagroup.com/subsidiary-companies/agrima-consultants-international-ltd-finance-reports In accordance with Section 129(3) of the Companies Act, 2013 read with the rules made there under; a statement containing the salient features of the Financial Statements of the Companys Subsidiary is disclosed separately in this Annual Report under Form AOC-1.

Your Company will make available the Annual Accounts of the subsidiary Company to any Shareholder on their request and the same shall also be kept open for inspection by any Shareholder at the registered office of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment of Independent Director

Mr. M. N. Sarma (DIN:06734357) was appointed as Additional Director (categorized as Non-Executive, Independent Director) on the Board of Directors of the Company with effect from 25^th May 2023 and he shall hold office upto the date of the ensuing Annual General Meeting and eligible for appointment for a period of 5 years from 25^th May 2023. Mr. M. N. Sarma, is a Post Graduate in Economics, LL.B, having over 36 years of experience in the insurance sector.

The Board recommends the appointment.

Re-appointment of Directors non-Independent Director

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Hemnabh Khatau (DIN: 02390064) Non-Executive, Non-Independent Director, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Independent Director

In accordance with the provisions of Section 149 sub-section 10 read along with sub-section 11 of the Companies Act, 2013; an Independent Director can be appointed for two consecutive terms of 5 years each wherein a Special Resolution is required to be passed at the Shareholders meeting for the second consecutive term. Mr. Ashwani Kumar (DIN: 02870681) an Independent Director whose first term expires on 12^th February 2024 and who has consented to act as an Independent Director was re-appointed as an Independent Director of the Company at the Board Meeting held on 25.5.2023 to hold office for second term of 5 (five) consecutive years from 13.2.2024 to 12.2.2029 subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting. Mr. Ashwani Kumar is a Post Graduate in Chemistry and is a Certified Associate of Indian Institute of Bankers. Mr. Ashwani Kumar has a rich banking experience of over 37 years.

Executive Vice Chairman

The tenure of Mr. Jay Mehta as the Executive Vice Chairman is upto 31^st December, 2023. The Nomination & Remuneration Committee at its meeting held on 23^rd May 2023 approved re-appointment of Mr. Jay Mehta as the Executive Vice Chairman for a further period of 3 (Three) years with effect from 1^st January 2024 to 31^st December, 2026 and recommended to the Board for its approval. The Board at its meeting held on 25^th May 2023 considered the recommendation of Nomination & Remuneration Committee and approved the said re-appointment and recommended to the Shareholders for its approval.

Managing Director

The tenure of Mr. M. S. Gilotra as the Managing Director is upto 31^st December, 2023. The Nomination & Remuneration Committee at its meeting held on 23^rd May 2023 approved re-appointment of Mr. M. S. Gilotra as the Managing Director for a further period of 3 (Three) years with effect from 1^st January 2024 to 31^st December, 2026 and recommended to the Board for its approval. The Board at its meeting held on 25^th May 2023 considered the recommendation of Nomination & Remuneration Committee and approved the said re-appointment and recommended to the Shareholders for its approval.

Resume of the Directors

Brief resume of the Directors seeking appointment/re-appointment along with other details as stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in Annexure G.

The Board recommends the re-appointment.

Appointment / Change in other Key Managerial Personnel

During the year under review, Mr. Rakesh Mehta stepped down as Chief Financial Officer of the Company with effect from 30^th March 2023 and Mr. V. R. Mohnot was appointed as Chief Financial Officer of the Company effective from 30^th March 2023.

Independent Directors Declaration

Your Company has received declarations from each of the Independent Directors stating that they meet the criteria of the independence prescribed under Section 149 read with Schedule IV of the Companies Act, 2013 and rules made there-under, as well as Regulation 25 & 26 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the declarations received, the Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they possess integrity, relevant expertise, experience, proficiency and fulfill/meet the criteria of independence and are independent from the management.

DISCLOSURE PERTAINING TO DISQUALIFICATION OF DIRECTORS

In accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; a certificate has been received from M/s Ragini Chokshi & Co. Practicing Company Secretaries, certifying that none of the Directors on the Board of the Company have been disqualified to act as Director which is enclosed as Annexure H.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have put in place a mechanism for evaluation of its own performance, Committees, Independent Directors and Individual Directors. The evaluation process considers attendance of Directors at the Board and Committee meetings, participation at the meetings, domain knowledge in the Board Meeting, awareness and observation of Governance etc. Accordingly, evaluation sheet gets circulated to the Board and the Board carries out annual performance evaluation. The responses being received are evaluated by the Board.

MEETINGS OF THE BOARD AND COMMITTEES

During the year under review, five (5) Board Meetings were held. These meetings were held on the 23^rd May 2022, 12^th August 2022, 1^st November 2022, 9^th February 2023 and 30^th March 2023. The details of the number of meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report, which forms part of this report. SECRETARIAL STANDARDS

Your Company has in place proper system to ensure compliance with the provisions of the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by The Institute of Company Secretaries of India.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

The constitution of the Committee along with the terms of reference to the Committee is set out in the Corporate Governance Report. The Nomination and Remuneration Charter and Compensation Policy is available at the following links: https://scl.mehtagroup.com/policy/nomination-and-remuneration-charter and https://scl.mehtagroup.com/ policy/compensation-policy

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details 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 enclosed as Annexure I.

As per Clause 5 of the approved scheme, effective from 30^th March, 2023, all the employees of erstwhile GSCL became employees of the Company without any interruption in service and on terms and conditions no less favourable than those on which they were engaged by GSCL.

Accordingly, there were 817 permanent employees of the Company as on 31^st day of March 2023.

A statement showing names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) and other details as required of the aforesaid Rules, shall form part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Shareholders and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by Shareholders at the Registered Office of the Company, during business hours on working days upto the date of the ensuing Annual General Meeting. If any Shareholder is interested in obtaining a copy thereof, such Shareholder may write to the Company Secretary, whereupon a copy would be sent. Further, the details are also available on the Companys website: https://scl.mehtagroup.com/investors The employees holding options in GSCL were granted options in SCL in the ratio of 100:62 and in accordance with the approved scheme and ESOS of SCL.

AUDITORS: STATUTORY AUDITORS AND THEIR REPORT

Pursuant to Section 139 of the Companies Act, 2013 and Rules made there under, the Company at its 64^th Annual General Meeting held on 26^th July 2022 appointed M/s. Manubhai & Shah LLP, Chartered Accountants, (Firm Registration No. 106041W / W100136) as Statutory Auditors of the Company, to audit the accounts of the Company up to the Financial Year 2026-27.

The Auditors Report issued by M/s. Manubhai & Shah LLP, Chartered Accountants on the financial statements of the Company for the Financial Year 2022-23 to the Shareholders forms part of the Annual Report and does not contain any qualification/reservation/disclaimer.

SECRETARIAL AUDITORS

The Board of Directors of the Company on the recommendation of the Audit Committee appointed M/s Ragini Chokshi & Co., Practicing Company Secretaries as Secretarial Auditors of the Company for the Financial Year 2023-24.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has made and maintained the cost accounts and records for the year 2022-23. The Board of Directors on the recommendation of the Audit Committee appointed M/s. V. J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2022-23. The Cost Audit Report for the financial year ended 31^st March, 2022 was filed with the Central Government on 10^th September 2022 vide SRN No. F24479719.

Further, the Board of Directors, on the recommendation of Audit Committee, has appointed M/s V. J. Talati & Co, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2023-24 and fixed their remuneration, subject to the ratification by the Shareholders at the ensuing Annual General Meeting of the Company. M/s V. J. Talati & Co, have confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013, and have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arms length relationship with the Company. Necessary resolution seeking Shareholders approval for ratification of remuneration payable to the Cost Auditor for the Financial Year 2023-24, is included in the Notice convening the 65^th Annual General Meeting.

COST RECORDS

The Cost accounts and records as required to be maintained under Section 148(1) of Act are duly made and maintained by the Company.

TAX AUDITORS

The Board of Directors, on the recommendation of the Audit Committee reappointed M/s Manubhai & Shah LLP, Chartered Accountants to carry out the Tax Audit for the Assessment Year 2023-24.

INTERNAL AUDITORS

The Board of Directors on the recommendation of the Audit Committee reappointed M/s. Haribhakti & Co., LLP, Chartered Accountants, to carry out the Internal Audit of the Company for the Financial Year 2022-23. During the year under review, Audit observations of Internal Auditors and corrective actions thereto were periodically presented to the Audit Committee of the Board.

The Board of Directors on the recommendation of Audit Committee has now assigned the Internal Audit to an in-house internal audit department handled by professionals for the Financial Year 2023-24.

REPORTING OF FRAUDS BY AUDITORS

Your Board has the pleasure in confirming that no qualification, reservation, adverse remark or disclaimer has been made by the Statutory Auditors and the Company Secretaries in Practice in their Audit Reports issued to the Shareholders of the Company. The Statutory Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013.

OTHER DISCLOSURES UNDER COMPANIES ACT, 2013 AND SECURITIES AND EXCHANGE BOARD OF I N DIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AUDIT COMMITTEE

Your Company has an Audit Committee and details of its constitution, terms of reference are set out in the Corporate Governance Report.

RISK MANAGEMENT

Your Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. Your Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating Companys various business and operational risks, through strategic actions. Risk management is embedded in critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has been serving the society towards improving the quality of life of the communities at large well before the provisions were embedded under Section 135 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations), 2015.

Your Companys CSR vision clearly states to strengthen community relationship and to bring sustainable change in the quality of life of people of nearby villages of the factory through innovative solutions in Education, Health, Water & Sanitation, Skills Development, Livelihood Promotion and Rural Development. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Companys CSR policy.

Your Company has been persistent and relentless in their efforts towards conservation of the environment and time and again, have been actively engaged in supporting their local communities and fulfilling its commitments towards the steady progress of society at large.

Your Company has in place the Corporate Social Responsibility Policy for welfare of the society, which is in consonance with Section 135 of the Companies Act, 2013 on CSR and in accordance with CSR rules amended under the Companies (Corporate Social Responsibility Policy) Rules, 2014 notified by the Ministry of Corporate Affairs. The policy is available on the website of the Company at the following link: https://scl.mehtagroup.com/policy/csr-policy The constitution and functions of the Corporate Social Responsibility Committee is provided under the Corporate Governance Report.

The annual report on CSR activities and expenditure required under Section 134 & 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is enclosed as Annexure J.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant / material orders passed by the regulators, any court or tribunal impacting the going concern status of the Company and its operations in future.

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, 2013.

(a) that in the preparation of the annual financial statements for the year ended 31^st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any; (b) that the accounting policies as mentioned in Note No.1(B) to the Financial statements have been selected and applied consistently and judgments and estimates have been made 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) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) that the annual financial statements have been prepared on a going concern basis; (e) that proper internal financial controls were laid down and that such internal financial controls were adequate and were operating effectively; and (f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

OTHER INFORMATION

Conservation of energy, technology Absorption and Foreign exchange earnings and outgo

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 is enclosed as Annexure K.

Whistle Blower Policy/Vigil Mechanism

Your Company has established a Vigil Mechanism / Whistle Blower Policy and the Directors and employees of the Company can approach the Audit Committee when they suspect or observe unethical practices, malpractices, non-compliances of Companys policies, etc. The Whistle Blower Policy has been posted on the website of the Company at the following link: https://scl.mehtagroup.com/policy/whistle-blower-policy

Disclosure under the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has in place Internal Complaints Committee for redressal of grievances regarding sexual harassment received by the Committee. All employees are covered under this Policy. During the year under review, your Company has not received any complaints of sexual harassment. Your Company has complied with all the applicable provisions of the said Act.

Annual Return

In compliance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as per Section 92(3) of the Act has been hosted on the website of the Company at https://scl.mehtagroup.com/investors/annual-return secretarial Compliance Report

Your Company has received Secretarial Compliance Report for the year ended 31^st March 2023 from M/s. Ragini Chokshi & Co., Practicing Company Secretaries, pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is annexed hereto as Annexure L. otHeR DIsCLosURes:

No disclosure or reporting is made in respect of the following items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as there were no transactions during the year under review: Details relating to deposits covered under Chapter V of the Companies Act, 2013.

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

The Managing Director of the Company does not receive any remuneration or commission from its subsidiary Company.

No material fraud has been reported by the Auditors to the Audit Committee or the Board. There was no revision in the financial statements.

There was no change in the nature of business.

General Transfer Of Shares

As notified under Regulation 40(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.

Listing of equity shares

Your Companys equity shares are listed on the BSE Limited. Your Company has paid the listing fees for the Financial Year 2023-24.

FACTORY LOCATIONS

The factories of the Cement division are located at:

1. Ranavav Unit

Address:Near Railway Station,

Porbandar, Ranavav, Gujarat- 360560.

2. sidheegram Unit (This unit forms part of Saurashtra Cement Limited by virtue of merger) Address: Sidheegram, PO - Prashnavada BO, Via Sutrapada SO (Taluka), District : Gir Somnath, Veraval, Gujarat-362275 The factories of the Paint division are located at :

1. sinnar Unit

Plot No.E-6, MIDC, Tal: Sinnar, Malegaon Nashik, Maharashtra-422103.

2. Gotan Unit

F 3,4,18,19,20, Industrial Area, Gotan, Nagaur Rajasthan-342902.

3. Gummidipoondi Unit

Plot No.B-60 & 61, SIPCOT Industrial Estate Gummidipoondi, Tiruvallur Tamil Nadu-601201.

AWARDS

During the year, your Company bagged following awards:

Ranavav Unit:

Five Star Award to Adityana Limestone and Marl Mines by Ministry of Mines for the efforts and initiatives taken for implementation of the Sustainable Development Framework by the Company at the 75^th Anniversary and Star Rating Ceremony held on 1^st March 2023; sidheegram Unit:

Mission Energy Foundations Award 2022 received for best utilization of Fly Ash.

Indian Bureau of Mines, Government of India, Ministry of Mines – Awarded to Prashnavada-Morasa Limestone Mines for Exemplary Performance in implementation of Sustainable Development Framework during the year 2022-23 assessed under the Star Rating System on 1^st March, 2023 at Nagpur.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their deep appreciation to the shareholders, dealers, distributors, consumers, banks and other financial institutions for their continued support rendered during the year.

For and on behalf of the Board of Directors

	Jay Mehta	M. s. Gilotra
	Executive Vice Chairman	Managing Director
	(DIN: 00152072)	(DIN: 00152190)
Place : Mumbai
Dated : May 25, 2023