Dear Members,
We are pleased to present 37th Annual Report for the
financial year ended on 31st March, 2023. The operational performance during
the year is as below.
1. Financial/Operational Performance
(Rs in lakhs)
Particulars |
31.03.2023 |
31.03.2022 |
Turnover |
- |
346.55 |
Operating EBIDTA |
(1,310.30) |
(801.72) |
Other Income |
347.38 |
380.49 |
Finance Cost |
1285.30 |
879.26 |
Depreciation & Amortization |
5898.63 |
705.55 |
Profit/(Loss) before exceptional Item |
(10,864.20) |
(3,451.76) |
Profit (Loss) before Taxation |
(10,864.20) |
(3,451.76) |
Tax Expense/benefits |
(2817.17) |
(899.84) |
Profit (Loss) after Taxation |
(8,047.03) |
(2,551.92) |
Highlights of performance:
During the year, the Company has commissioned the new clinkerisation
facility under ongoing expansion projects at kutra plant on 20.01.2023 and the plant is
under trial run phase. In this trial run operation, the plant generated revenue of C
4,763.94 lakhs with corresponding trial run expenses of C 6,002.00 lakhs. The FY 2022-23
ended with net trial run expense of C 1,238.06 lakhs.
(Rs in lakhs)
Particulars |
31.03.2023 |
31.03.2022 |
Revenue from trial run operation |
4,763.94 |
- |
Total trial run expense |
6,002.00 |
- |
Net Trial run expense transfer to CWIP |
1,238.06 |
- |
Mines operation have been continued for production of Lime Stone to
fulfill the requirement of expanded clinker production plant. During the year the company
produced 2,37,453 MT of Lime Stones compare to 96,231 MT in FY 2021-22 resulting 147%
increase in Limestone production..
During the year certain equipment's and machineries of the existing
production line have been removed and relocated for integration into ongoing expansion
projects, which has resulted in dismantling certain Civil and mechanical structures.
Accordingly, the written down value of such dismantled structure amounting to C 2,717.07
lakhs (previous year C 1,340.72 Lakhs) has been charged to the statement of profit and
loss during the financial year.
During the year Company has availed term loan amounting C 30,132.23
lakhs (cumulative as on 31.03.2023 : C 60,940.43 lakhs) out of sanctioned amount of C
1,06,600.00 lakhs from different consortium of Banks having Axis Bank Limited as a lead
banker. The entire fund have been used in project expansion. Further the company received
borrowed funds amounting C 22,769.00 lakhs (cumulative as on 31.03.2023 :
C 62,136.91 lakhs) from its holding company JSW Cement Limited and
these funds have been used mostly in project expansion. On total cumulative borrowed fund
for C 1,23,077.34 lakhs, the company has incurred interest cost amounting C 7,682.09 lakhs
(FY 2021-22 : C 2,692.56 lakhs) which has been capitalized during the year. Further
interest amount of C 868.89 lakhs (FY 2021-22 : C 797.43 lakhs) charged to revenue profit
& loss account. During the year the company has paid its interest due amount for C
7,192.42 lakhs (FY 2021-22 : C 6,000 lakhs) to bank as well as to its holding company.
2. Transfer to Reserves
During the financial year under review the Board has not proposed to
transfer any amount to reserves.
3. Dividend
As your Company has incurred a net loss during the year Board of
Directors has not recommended any dividend for the year.
4. Financial Statement:
The audited Financial Statements of the Company, which form a part of
this Annual Report, have been prepared in accordance with the provisions of the Companies
Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the Indian Accounting
Standards.
5. Prospects:
Management Discussions and Analysis, covering prospects is provided as
a separate section in this Annual Report.
6. Capital Expenditure and new projects:
The details of capital expenditure undertaken by the Company is as
under:
1.36 MTPA green field clinker project includes 4000 TPD clinker
circuit, 8.9 MW WHRS, 132 KV incoming power, OLBC and Railway siding.
The kiln firing for 4000 TPD clinker plant was successfully
carried out on 20th Jan 2023. Along with the clinker plant, the
infrastructure for 132 kVA incoming power has also been commissioned.
CTO has been granted for 0.66 MTPA Clinker by OSPCB in Jan '23.
Subsequently CTE has been applied for expansion of capacity from 0.66 MTPA to 1.50 MTPA.
CTE is expected to be granted by May '23 which shall be followed by application for
expansion of CTO to 1.5 MTPA. The CTO for expanded capacity its expected to be obtained by
Sep '23.
WHRS - Commissioning of AQC Boiler is expected by Jun'23 and
commissioning of PH boiler is expected by Aug'23 which would complete the commissioning of
entire WHRS plant
Mobile crushers are presently being utilized for crushing of
limestone. The construction and commissioning of stationary crusher of 850 tph is expected
to be commenced and completed by Mar 24
Railway Siding - DPR and ESP has been approved by the railway
for the total railway siding project. However, keeping in view the time required for land
acquisition and meanwhile to facilitate plant operations, a good shed at Sagra railway
station (around 24 km by road from the plant) was proposed by Shiva Cement and approved by
railway authorities. Accordingly, construction of the good shed is expected to be
initiated by Q1 FY24 and completed by Dec '23.
OLBC - IPCOL and IDCO both have approved 22.80- acre land for
the proposed OLBC and forwarded the file to the District administration for preparation of
SIA report. Technical offers have been received from FLS, Beumer and Macmet for OLBC on
EPC mode excluding civil jobs. Technical evaluation is under progress.
7. Holding, Subsidiary & Associate Company:
Your Company does not have any subsidiary nor any associate company.
The Company has a holding company as on 31st March, 2023 namely JSW Cement
Limited. The net worth of JSW Cement Limited as on 31.03.2023 is C 2,341.52 crores.
8. Fixed Deposits:
Your Company has neither accepted nor renewed any deposits within the
meaning of Section 73(1) of the Companies Act, 2013 and the rules made there under during
the period under review.
9. Credit Rating
During the year, the Company's credit rating was CRISIL A+(CE)/Stable
(reaffirmed) rating on the long term bank facilities of Shiva Cement Limited (SCL) by
CRISIL.
10. Extract of Annual Return:
Pursuant to Section 92(3) read with section 134(3) (a) of the Companies
Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section
92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules,
2014 are placed on the website of the Company and is accessible at the website of the
Company at www.shivacement.com.
11. Share Capital:
The Company's Authorised Share Capital during the financial year ended
March 31, 2023, remained at C280,00,00,000 (Rupees Two Hundred Eighty crores only)
comprising of C 80,00,00,000 (Rupees Eighty crores only) equity share capital divided into
40,00,00,000 (Forty Crore) Equity Shares of C 2/- (Rupee Two only) each; and
C200,00,00,000 (Rupees Two Hundred crore only) preference share capital divided into
2,00,00,000 (Two crores) Preference Shares of C100/- (Rupees Hundred Only) each.
The Company's paid-up equity share capital remained at C13,900 lakhs
comprising of 1950 lakh Equity shares of C 2/- (Rupee Two only) each amounting to C 3900
crores and One crore 1% Optionally Convertible Cumulative Redeemable Preference Shares
(OCCRPS) of C100 (Rupee Hundred only) each amounting to C 100 crores (Rupees Hundred crore
only).
12. Committees of Board
The Company has constituted various Committees of the Board as required
under the Companies Act, 2013 and the Listing Regulations. For details like composition,
number of meetings held, attendance of members, etc. of such Committees, please refer to
the Corporate Governance Report which forms a part of this Annual Report.
13. Board Meeting
The Board meets to discuss and decide on Company/ business policy and
strategy apart from other business. A tentative date of the Board and Committee Meetings
is circulated to the Directors in advance to facilitate them to plan their schedule and to
ensure meaningful participation in the meetings. However, in case of a special and urgent
business need, the Board's approval is taken by passing resolutions through circulation as
permitted by law, which are notified in next Board meeting.
During the year under review, the Board of Directors have met five
times on 21.04.2022, 12.05.2022, 27.07.2022, 21.10.2022 and 20.01.2023. The maximum
interval between two meetings did not exceed 120 days as prescribed under Companies Act,
2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ["SEBI(LODR) Regulations, 2015"] and Secretarial Standard
SS-1.
14. Disclosure Under Reg 32 (7A) of the SEBI(LODR) Regulations, 2015
No funds were raised by the Company through Preferential allotment or
by way of a Qualified Institutions Placement during the F.Y 2022-23.
15. Compliance with Secretarial Standards
During the year under review, the Company has complied with Secretarial
Standards 1 and 2, issued by the Institute of Company Secretaries of India.
16. Directors' Responsibility Statement
Pursuant to the provisions of section 134(5) of the Companies Act,
2013, your Directors hereby state and confirm that:
a. in the preparation of the annual accounts, the applicable accounting
standards had 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 the
Companies Act 2013 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 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.
17. Declaration of Independence of Directors
The Company has received necessary declaration from each of the
Independent Directors 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 and
Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as independent Directors of the Company and
the Board is satisfied of the integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board. In terms of Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all Independent Directors of the Company have enrolled
themselves on the Independent Directors' Databank as on the date of this Report and will
undergo the online proficiency self-assessment test within the specified timeline unless
exempted under the aforesaid Rules.
18. Auditors and Auditor's Report:
A. Statutory Auditors and Auditor Report:
Members of the Company at the 36th AGM held on September 12,
2022, approved the re-appointment of, M/s. Shah Gupta & Co, Chartered Accountants
(Firm Registration No. 109574W), as the statutory auditors of the Company for a term of
five years to hold office commencing from the conclusion of the 36th AGM until
the conclusion of 41st AGM of the Company to be held in the calendar year 2027.
The Notes on financial statements referred to in the Auditor's Report
are self-explanatory and do not call for any further comments. The Auditor's Report for
the year under review does not contain any qualification, reservation, adverse remark, or
disclaimer.
B. Secretarial Auditors and Secretarial Audit
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. Sunil Agarwal & Co., Practicing Company Secretaries, Mumbai
to undertake the Secretarial Audit of the Company for the financial year 2022-23. The
Report of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure A. The
report does not contain any observation or qualification requiring explanation or comments
from the Board under Section 134(3) of the Companies Act, 2013.
C. Reporting of Frauds by Auditors
During the FY 2022-23, neither the Statutory Auditors nor the
Secretarial Auditor have reported to the Audit Committee of the Board, under Section
143(12) of the Act, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in this Report.
19. Listing with Stock Exchanges
The Company is listed on Bombay Stock Exchange Limited (BSE), Mumbai.
The annual listing fees for the year 2022-23 have been paid to the Stock Exchange where
the Company's share are listed.
20. Consolidated Financial Statements
The Company does not have any subsidiaries so there is no need to
prepare consolidated financial statement.
21. Particulars of loans or guarantees given, securities provided or
investments made under Section 186 of the Companies Act, 2013:
During the year under review, the Company has not given loans or
guarantees, securities provided or investments made under Section 186 of the Companies,
Act, 2013.
22. Report on Performance of Subsidiaries, Associates and Joint Venture
Companies
As per the provision of first proviso of Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the Company
is required to attach along with its financial statements a separate statements containing
the salient features of financial statements of its subsidiaries in Form AOC-1.
The Company does not have any Subsidiaries, Associates and Joint
Venture Companies. Hence, the details of performance of Subsidiary/ Associate/ Joint
venture and their contribution to overall performance on company is not applicable.
23. Particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013
During the year under review, the Company revised its Policy on
Materiality of Related Party Transactions as also Dealing with Related Party Transactions,
in accordance with the amendments to applicable provisions of law / Listing Regulations.
The Company's Policy on Materiality of Related Party Transactions as
also Dealing with Related Party Transactions, as approved by the Board, is available on
the website of the Company at the link: www.shivacement.com.
During the year under review, all other contracts / arrangements /
transactions entered into during the financial year 2022-23 by the Company with Related
Parties were in the ordinary course of business and on an arm's length basis. Related
Party Transactions which are in the ordinary course of business and on an arm's length
basis, of repetitive nature and proposed to be entered into during the financial year are
placed before the Audit Committee for prior omnibus approval. A statement giving details
of all Related Party Transactions, as approved, is placed before the Audit Committee for
review on a quarterly basis.
The Company has developed a framework for the purpose of identification
and monitoring of such Related Party Transactions. The details of transactions / contracts
/ arrangements entered into by the Company with Related Parties during the financial year
under review are set out in the Notes to the Financial Statement. The disclosure in Form
AOC-2 is attached as Annexure B to this Report
24. Change in nature of business
During the financial year under review, there has been no change in the
nature of business of the Company.
25. Material changes and commitment affecting the financial position of
the Company
There have been no material changes and commitments 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 this report.
26. Particulars regarding Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo
A statement containing necessary information, as required under the
Companies Act, 2013 is annexed hereto in Annexure-C.
27. Disclosure related to policy
A. Company's policy on Directors', KMP & other
employees' appointment and remuneration
The Company has formulated, amongst other, the Policies on the
Directors', KMP & other employees' appointment including criteria for determining
qualifications, positive attributes, independence of a Director and other matters as
provided under sub-section (3) of Section 178 of the Act. The salient features of the
Remuneration Policy forms part of Corporate Governance Report and detailed policy has also
been published on the website www.shivacement.com.
B. Risk Management Policy
Your Company in line with its business plan and risk appetite, has
adopted a robust Risk Management Policy, to identify, assess, monitor and address the full
spectrum of risks applicable and mitigate & manage such risks, including the combined
impact of those risks. The policy has been drafted in line with the Company's business
operations with an objective to develop a risk intelligent' culture that drives
informed decision making and builds resilience to adverse developments while ensuring that
opportunities are exploited to create value for all stakeholder. The Company has
constituted a Risk Management Committee in accordance with the requirements of SEBI
Listing Regulations to, inter alia, monitor the risks and their mitigating actions. Risks
related to internal controls, compliances & systems are reviewed in detail by the
Audit Committee. All risks including investment risks are reviewed in the meetings of the
Board of Director.
C. Dividend Distribution Policy
I n terms of the provisions of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (SEBI Listing Regulations'), your Company has formulated and adopted a Dividend
Distribution Policy, which is available on the Company's website and can be accessed at
www.shivacement.com.
D. Corporate Social Responsibility
The Company believes in inclusive growth to facilitate creation of a
value based and empowered society through continuous and purposeful engagement with
society around. The provisions of the Corporate Social Responsibility under section 135 of
the Companies Act, 2013 are not applicable to the Company. However, the CSR activities are
undertaken by the parent company
i.e. JSW Cement Limited on behalf of the Company. Therefore, the
details about the initiatives taken by the Company on Corporate Social Responsibility
during the year under review have not been appended as Annexure to this Report.
Also, the Company has CSR policy and CSR Committee to review the
activities undertaken by the parent company i.e. JSW Cement Limited on behalf of the
Company.
The CSR Policy formulated is uploaded on the website of the Company at
www.shivacement.com.
28. Vigil Mechanism
Pursuant to the provisions of Section 177 (9) of Companies Act, 2013,
the Board of Directors has established a committee to provide adequate safeguard against
victimization & to protect interest of the directors and employees to report their
genuine concerns. The Company has uploaded the code of conduct in relation to the
employees & directors on its website www.shivacement.com.
29. Evaluation of Board, Committees and Board Members pursuant to
provisions of the Companies Act, 2013
Good Governance requires Boards to have effective processes to evaluate
their performance. The evaluation process is a constructive mechanism for improving
effectiveness of Board, maximizing strengths and tackling weaknesses which leads to an
immediate improvement in performance throughout the organization.
Evaluation by Independent Director
In terms of the Code for Independent Directors (Schedule IV), the
Independent Director(s) on the Board of the Company shall evaluate performance of the Non-
Independent Director(s), Board as a whole and review performance of Chairperson. Broad
parameters for reviewing performance are based on the structured questionnaires related to
composition of Board, Function of Board, Meeting attended by Board Members, conflict of
interest, participation in discussion, time contribution, Governance and ethical problem
etc.
Evaluation by Nomination and Remuneration (NRC) Committee
Nomination and Remuneration committee constituted under section 178 of
the Companies Act, 2013 has been made responsible for carrying out evaluation of every
Director's performance. The evaluation of individual Director focuses on contribution to
the work of Board.
Evaluation by Board
The purpose of Board Evaluation is to achieve persistent and consistent
improvement in the governance of the Company at Board level with an intention to establish
and follow best practices in Board Governance in order to fulfill fiduciary obligation to
the Company. The Board believes, the evaluation will lead to a working relationship among
Board members, greater efficiency using the Board's time and increased effectiveness of
the Board as governing body. A structured questionnaire was prepared covering all aspects
of the Board's and Committee's function, for the evaluation of the Board and Committees.
The evaluation of the Independent Directors was based on the range of the criteria like
independent judgment strategy, performance and risk management; skill, knowledge and
Familiarity about the Company, professional advice, attendance in Board and Committee
meeting etc. All Independent Directors are persons of eminence and bring a wide range of
expertise and experience to the Board thereby ensuring the best interest of stakeholders
and the Company.
30. Significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and Company's operations in future.
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status and the Company's
future operations.
31. Adequacy of Internal Financial Controls:
The Board of Directors in consultation with Internal Auditors have laid
down the Internal Financial Controls Framework, commensurate with the size, scale and
complexity of its operations. The Internal Audit Team quarterly monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies. Based on the report of internal
audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
32. Cost Record:
Maintenance of Cost records under the provisions of the Companies Act,
2013 is not applicable to the Company.
33. Directors and Key Managerial Personnel:
Appointment/Resignation of Director
Mr. Jagdish Toshniwal (DIN- 01539889) has been appointed as a
Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years
with effect from 21st April, 2022.
Mr. Sanjay Sharma (DIN-02692742), has been appointed as a Non-Executive
Independent Director of the Company for a second term of 5 (five) consecutive years with
effect from 21st October 2022.
Mr. Bimal Kumar Mangaraj (DIN- 01326783), Non- Executive Independent
Director of the Company has completed the second term of office on 31st March,
2023 and consequently he also ceased to be on the Board upon completion of his term as an
Independent Director of the Company with effect from close of business hours of 31st
March, 2023.
There were no changes in Key Managerial Personnel during the year under
review.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act, read with
rules made there under and Articles of Association of the Company, Mr. Rajendra Prasad
Gupta (DIN- 01325989), Non-Executive Director of your Company shall retire by rotation at
the ensuing Annual General Meeting and being eligible, has offered himself for
re-appointment at the ensuing Annual General Meeting of the Company.
Resignation of Independent Director
Mr. Sanjay Sharma, Non-Executive Independent Director of the Company
resigned from the Company with effect from 27th April 2022 and confirmed that
there are no other material reasons for his resignation other than those mentioned in his
resignation letter.
34. Corporate Governance
Your Company has complied with the requirements of Regulation 17 to 27
of the SEBI (LODR) Regulations, 2015 on Corporate Governance. Pursuant to Schedule V of
the SEBI (LODR) Regulations, 2015, Report on Corporate Governance along with the Auditors'
Certificate on its compliance is annexed separately to this Annual Report.
35. Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the operations of the
Company for the year under review, as required under Schedule V of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 is provided in a separate
section and forms part of this Annual Report.
36. Human Resources
The Company is maintaining cordial and healthy relations with its
employees. Employees at all levels are extending their full support. The Company has
strong faith in potential of human resources. It believes in the creative abilities of the
people; those work for the Company. It believes in the participatory management.
37. Particulars of Employees
The provisions of Section 197(12) of the Act read with Rules 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
applicable as none of the employees were in receipt of remuneration exceeding the limits
specified therein.
Further in terms section 197 of the Companies act 2013 and Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during
the period under review there is no increase in sitting fees paid to the Independent
Directors of the Company, the Whole-time Director of the Company gets a remuneration of C
1 per month. The Chief Financial Officer & Company Secretary of the Company does not
get any remuneration from the Company as they are deputed by JSW Cement Limited, Holding
Company.
38. Disclosure under section 54(1)(d) of the Companies Act, 2013:
The Company has not issued sweat equity shares during the year under
review and hence, no information as pursuant to section 54(1)(d) of the Companies Act,
2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is
furnished.
39. Disclosure under section 67(3) of the Companies Act, 2013
The Company has not passed any special resolution pursuant to Section
67(3) of the Companies Act, 2013 hence no disclosure is required to be made.
40. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
The Company has a policy on Prevention of Sexual Harassment at
workplace. The policy has been framed as per "The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013" and an internal
Committee has been constituted for redressal of the complaints.
41. IBC Code and One-time Settlement
There is no proceeding pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one- time
settlement of the Company with any bank or financial institution.
42. Other Disclosures
I n terms of applicable provisions of the Act and SEBI Listing
Regulations, your Company discloses that during the financial year under review:
i. there was no Scheme for provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees.
ii. there was no public issue, rights issue, bonus issue or
preferential issue, etc.
iii. there was no transfer of unpaid or unclaimed amount to Investor
Education and Protection Fund (IEPF).
iv. AUDIT COMMITTEE
Pursuant to the reconstitution of the Audit Committee by the Board in
its meeting held on 21.10.2022, the Audit Committee comprises of four Non-Executive
Independent Directors and one Executive Director.
Mr. Bimalkumar Mangaraj is the Chairman of the Audit Committee (upto 31st
March 2023). The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The
composition of the Audit Committee meets the requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015. There are no recommendations of
the Audit Committee that have not been accepted by the Board.
43. Acknowledgements
Your directors place on record their sincere appreciation to the
government authorities, Bankers, NBFCs, consultants, shareholders, employees, suppliers
& contractors of the Company for the co-operation and support extended to the Company.
44. Cautionary Statement
Statements in the directors' report and the management discussion &
analysis describing company's objectives, expectations or predictions, may be
forward-looking statement within the meaning of applicable laws and regulations. Although
we believe our expectation is based on reasonable assumption, actual results may differ
materially from those expressed in the statement. Important factors that could influence
the company's operations include: global and domestic demand and supply conditions
affecting selling prices, new capacity additions, availability of critical materials and
their cost, changes in government policies and tax laws, economic development of the
country, and such other factors which are material to the business operations of the
company.
|
|
For and on behalf of the Board of Directors |
|
|
Shiva Cement Limited |
|
Manoj Kumar Rustagi |
Rajendra Prasad Gupta |
Date: 16.05.2023 |
Whole-Time Director |
Director |
Place: Kutra, Sundargarh |
DIN:07742914 |
DIN: 01325989 |