41 a report - bombay stock exchange · 41 a report gujarat sidhee cement limited (cin :...

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41stAnnualReport

GUJARAT SIDHEE CEMENT LIMITED(CIN : L26940GJ1973PLC002245)

Registered Office: Off. Veraval-Kodinar Highway, Sidheegram 362 276, Tal: Sutrapada, Dist. Gir Somnath (Gujarat)

E-Mail: [email protected]; Website: www.gujaratsidheecementlimited.comPhone: 02876-268200, Fax : 02876-286540

NOTICENotice is hereby given that the 41st Annual General Meeting of the Members of the Company will be held on Tuesday, the 22nd September, 2015 at 10.30 a.m. at the Registered Office of the Company, Off. Veraval-Kodinar Highway, Sidheegram 362 276, Tal: Sutrapada, District: Gir Somnath (Gujarat), to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the Audited Balance Sheet as at 31st March 2015, Audited Statement of Profit & Loss Account for the Financial Year ended 31st March 2015 and Directors’ and Auditors’ Report thereon.

2. To appoint a Director in place of Mr. Hemnabh Khatau (DIN: 02390064), who retires by rotation, and being eligible, offers himself for re-appointment.

3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any of the Companies Act, 2013 (the Act) and the Companies (Audit & Auditors) Rules, 2014 (the Rules), including any statutory modification(s) or re-enactment(s) thereof for the time being in force) M/s. Manubhai & Shah, Chartered Accountants (Firm Registration No.106041W) who have offered themselves for re-appointment and have confirmed their eligibility to be appointed as Auditors, in terms of Section 141 of the Act, and Rule 4 of the Rules; be and are hereby re-appointed as Statutory Auditors of the Company for audit of accounts for the Financial Year 2015-2016 and they shall hold office from the conclusion of this Annual General meeting until the conclusion of the next Annual General Meeting of the Company at a remuneration of ` 7,00,000/- (Rupees seven lacs only) plus service tax and reimbursement of travelling and out of pocket expenses actually incurred.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things and take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution.”

SPECIAL BUSINESS

4. To approve the appointment and remuneration of the Cost Auditors for the Financial Year ending March 31, 2016 and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 (3) and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. M. Goyal & Co., Cost Accountants as Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2016, at a remuneration of ` 60,000 /- (Rupees sixty thousand only) plus applicable taxes and reimbursements of out of pocket expenses incurred by them during the course of Audit, be and is hereby ratified.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

5. To consider substitution of the existing set of Articles of Association with a new set of Articles of Association of the Company containing regulations in line with the Companies, Act, 2013 and if thought fit, to pass with or without modification, the following resolution as Special Resolution.

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions if any of the Companies Act 2013 and rules made thereunder; the existing Articles of Association of the Company be and is hereby substituted, replaced, altered, modified and revised as per the new set of Articles of Association (“New Articles”), a copy of which is placed before the meeting and duly initialed by the Chairman for identification and that the new set of Articles of Association be and is hereby approved and adopted as the Articles of Association of the Company with effect from the date hereof in substitution and entire exclusion of the existing Articles of Association.

“RESOLVED FURTHER THAT the Board of Directors of the Company (including a Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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6. To consider waiver of excess remuneration paid to Mr. Jay Mehta, Executive Vice Chairman of the Company for the Financial Year 2014-15 and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 196 and 198 read with Schedule V and other applicable provisions of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time and subject to such other approvals, if any, as may be required, the Members do hereby ratify and confirm the remuneration of ` 184.79 lacs paid in excess of the limits to Mr. Jay Mehta, Executive Vice Chairman for the Financial Year ended March 31, 2015, prescribed under the provisions of the Companies Act, 2013 and waive the recovery of the said sum, being the remuneration agreed to be paid to him, as per the terms approved by the Members, to the extent it exceeds the statutory limit laid down under the Companies Act, 1956 and the Companies Act, 2013 and also approve the consequential retention thereof by him.”

“RESOLVED FURTHER THAT the Board of Directors or a Committee thereof of the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals – statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute deeds, applications, documents and writings that may be required and to delegate such powers to such person(s) as they deem fit, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”

7. To consider and if thought fit, to pass with or without modification(s) the following resolution for revision in remuneration to Mr. Jay Mehta, Executive Vice Chairman as Special Resolution.

“RESOLVED THAT pursuant to the provisions of Section 197, 198 and 203(3) read with Schedule V and other applicable provisions of the Companies Act, 2013; as amended from time to time and subject to approval of the Central Government and subject to such approvals, consents and permissions as may be necessary and subject to such modifications, variations as may be approved and acceptable to Mr. Jay Mehta, Executive Vice Chairman, the consent of the Members be and is hereby accorded for revised remuneration of ` 12,60,000 (Rupees twelve lacs sixty thousand only) per month to Mr. Jay Mehta, Executive Vice Chairman with effect from 1.4.2015 upto 31.12.2015 as detailed in the Explanatory Statement by way of Salary plus HRA or Company leased accommodation plus perquisites, reimbursement of expenses and provident fund, superannuation fund and gratuity as per rules of the Company.”

“RESOLVED FURTHER THAT above remuneration shall be paid as Minimum Remuneration in case of loss or inadequacy of profits in any Financial Year during his tenure.”

“RESOLVED FURTHER THAT the Board of Directors of the Company / Committee of the Board be and is hereby authorized to alter, amend or vary the terms and conditions as may be agreed to between the Board of Directors and Mr. Jay Mehta within such guidelines or amendments as may be prescribed by the Companies Act, 2013 or subject to such approval as may be required.”

“RESOLVED FURTHER THAT any of the Directors of the Company / Company Secretary be and are hereby severally authorized to do all such acts, deeds and things as may be necessary or expedient to give effect to the aforesaid resolutions”.

8. To consider and if thought fit, to pass with or without modification(s) the following resolution for re-appointment of Mr. Jay Mehta designated as the Executive Vice Chairman as Special Resolution.

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, if any, the consent of the Members of the Company be and is hereby accorded to re-appoint Mr. Jay Mehta as Executive Vice Chairman of the Company for a period of 5 years with effect from 1st January, 2016 to 31st December, 2020.”

“RESOLVED FURTHER THAT pursuant to the provisions of Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, if any, approval of the Members be and is hereby accorded to pay Mr. Jay Mehta, Executive Vice Chairman remuneration over a period of three years from 1st January 2016 to 31st December 2018 by 5% increase for the calendar year 2016 on the total remuneration drawn as on 31.12.2015 and thereafter for the balance period to be decided by the Nomination & Remuneration Committee and Board on annual basis but not exceeding ` 35,00,000/- per month for the third year by way of Salary plus HRA or Company leased accommodation plus perquisites and reimbursement of expenses plus provident fund and superannuation fund as per the rules of the Company and gratuity payable at the time of retirement.”

“RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any Financial Year during the tenure of his appointment, the above mentioned remuneration shall be paid to Mr. Jay Mehta as Minimum Remuneration.”

“RESOLVED FURTHER THAT the Board of Directors of the Company or any committee thereof be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion may think necessary, expedient or desirable; to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval/ consent from the government departments, as may be required in this regard.”

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“RESOLVED FURTHER THAT the Board of Directors of the Company / Committee of the Board be and is hereby authorized to alter, amend or vary the terms and conditions of appointment as may be agreed to between the Board of Directors and Mr. Jay Mehta within such guidelines or amendments as may be prescribed by the Companies Act, 2013 or subject to such approval as may be required.”


9. To consider and if thought fit, to pass with or without modification(s) the following resolution for revision in remuneration to Mr. M. S. Gilotra, Managing Director as Special Resolution.

“RESOLVED THAT pursuant to the provisions of Section 197, 198 and 203(3) read with Schedule V and other applicable provisions of the Companies Act, 2013; as amended from time to time and subject to approval of the Central Government and subject to such approvals, consents and permissions as may be necessary and subject to such modifications, variations as may be approved and acceptable to Mr. M. S. Gilotra, Managing Director, the consent of the Members be and is hereby accorded for revised remuneration of ` 7,66,500 (Rupees seven lacs sixty six thousand five hundred only) per month to Mr. M. S. Gilotra, Managing Director with effect from 1.4.2015 upto 31.12.2015 as detailed in the Explanatory Statement by way of Salary plus HRA or Company leased accommodation plus perquisites, reimbursement of expenses and provident fund, superannuation fund and gratuity as per rules of the Company.”

“RESOLVED FURTHER THAT above remuneration shall be paid as Minimum Remuneration in case of loss or inadequacy of profits in any Financial Year during his tenure.”

“RESOLVED FURTHER THAT the Board of Directors of the Company / Committee of the Board be and is hereby authorized to alter, amend or vary the terms and conditions as may be agreed to between the Board of Directors and Mr. M. S. Gilotra within such guidelines or amendments as may be prescribed by the Companies Act, 2013 or subject to such approval as may be required.”


10. To consider and if thought fit, to pass with or without modification(s) the following resolution for re-appointment of Mr. M.S. Gilotra as Managing Director as Special Resolution.

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, if any, the consent of the Members of the Company be and is hereby accorded to re-appoint Mr. M. S. Gilotra as Managing Director of the Company for a period of 5 years with effect from 1st January 2016 to 31st December 2020.”

“RESOLVED FURTHER THAT pursuant to the provisions of Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, if any, approval of the Members be and is hereby accorded to pay Mr. M. S. Gilotra, Managing Director remuneration over a period of three years from 1st January 2016 to 31st December 2018 by 5% increase for the calendar year 2016 on the total remuneration drawn as on 31.12.2015 and thereafter for the balance period to be decided by the Nomination & Remuneration Committee and Board on annual basis but not exceeding ` 20,00,000/- per month for the third year by way of Salary plus HRA or Company leased accommodation plus perquisites and reimbursement of expenses plus provident fund and superannuation fund as per the rules of the Company and gratuity payable at the time of retirement.”

“RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in relevant Financial Year during the tenure of his appointment the above mentioned remuneration shall be paid to Mr. M.S. Gilotra as Minimum Remuneration.”

“RESOLVED FURTHER THAT the Board of Directors of the Company or any committee thereof be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable; to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval/ consent from the government departments, as may be required in this regard.”

“RESOLVED FURTHER THAT the Board of Directors of the Company / Committee of the Board be and is hereby authorized to alter, amend or vary the terms and conditions of appointment as may be agreed to between the Board of Directors and Mr. M.S. Gilotra, within such guidelines or amendments as may be prescribed by the Companies Act, 2013 or subject to such approval as may be required.”


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11. To consider and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 and any other applicable provisions of the Companies Act, 2013 read with applicable rules made under the Companies (Meetings of Board and its Powers) Rules, 2014 and in terms of the applicable Listing Agreement executed with the Stock Exchanges (including any amendment, modifications or re-enactment thereof), and pursuant to consent of the Audit Committee and the Board of Directors at the meeting held on 10th August 2015, the consent of the Members of the Company be and is hereby accorded to continue/ enter into contracts or arrangements with the Related Parties as defined under the Act and Rules made thereunder as per details and on such terms and conditions as set out in explanation to Item No. 11 of the Explanatory Statement annexed to this Notice. ”

RESOLVED FURTHER THAT although all transactions and arrangements with the related parties are presently within 10% of the total turnover of the Company, in the ordinary course of business and at arms length basis; the aforesaid consent is sought as an abundant caution for the Financial Year 2015-16 and beyond and the Board of Directors and / or any committee be and are hereby severally authorized to perform and execute all such acts, deeds, matters and things in its absolute discretion including delegate such authority as may be deemed necessary, proper or expedient to any persons as they deem fit to give effect to this resolution and for the matters connected herewith or incidental thereto.”

By Order of the Board of Directors

Place : Mumbai, V. R. MOHNOTDated : 10th August, 2015 CFO & Company Secretary

Registered Office:Off. Veraval-Kodinar Highway,Sidheegram 362276Tal: Sutrapada, Dist: Gir SomnathGujarat.

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE

INSTEAD OF HIMSELF ON A POLL AND THAT A PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT THE REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE MEETING.

2. An explanatory statement pursuant to Section 102 of the Companies Act, 2013 in respect of Special Business specified above is annexed hereto.

3. Re-appointment of Director.

Pursuant to Clause 49 of the Listing Agreement relating to code of Corporate Governance, the profile of director proposed to be re-appointed at the ensuing Annual General Meeting is annexed to the Notice.

4. The Share Transfer Books and Register of Members of the Company shall remain closed from Monday, the 14th September, 2015 to Tuesday the 22nd September, 2015 (both days inclusive) in connection with the Annual General Meeting.

5. Only bonafide Members of the Company whose names appear on the Register of Members/Proxy holders and who are in possession of valid attendance slips duly filled and signed will be permitted to attend the meeting. The Company reserves the right to take all steps necessary to restrict non Members from attending the meeting.

6. Members who have multiple accounts in identical names or joint accounts in same order are requested to send their share certificates to the Registrar and Transfer Agents for consolidation of all such shareholdings into one account to facilitate better service.

7. (a) Members are requested to notify immediately any change of address:

i. To their Depository Participants (DPs) in respect of their electronic share accounts; and

ii. To the Registrar and Transfer Agents, M/s. Link Intime India Pvt. Ltd., C-13 Pannalal Silk Mills Compound, LBS Road, Bhandup (West), Mumbai 400 078 in respect of their physical share folios, if any.

(b) In case the mailing address mentioned on this Annual Report is without the pin code, Members are requested to kindly inform the Registrars their PIN CODE immediately.

8. Non-resident Indian Shareholders are requested to inform the Registrars immediately of the change in their residential status, if any.

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9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Registrars and Transfer Agent.

10. Members desiring any information on the Accounts are requested to write to the Company at least one week before the Annual General meeting so as to enable the Management to keep the information ready and replies will be provided only at the meeting.

11. Electronic copy of the Annual Report for 2014-15 is being sent to all the Members whose e-mail IDs are registered with the Company/Depository Participants(s) for communication purposes unless any Member has requested for a hard copy of the same. For Members who have not registered their e-mail address, physical copies of the Annual Report for 2014-15 is being sent in the permitted mode. Members are requested to Register their e-mail ID with respective Depository Participant(s) and / or Registrars & Transfer Agents to support Green Initiative of Government of India.

12. Electronic copy of the Notice of the 41st Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the Members whose e-mail IDs are registered with the Company/Depository Participants(s) for communication purposes unless any Member has requested for a hard copy of the same. For Members who have not registered their e-mail address, physical copies of the Notice of the 41st Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

13. Members may also note that the Notice of the 41st Annual General Meeting and the Annual Report for 2014-15 will also be available on the Company’s website www.gujaratsidheecementlimited.com for download. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during 10.00 a.m. to 12 noon on any working day till the date of the ensuing Annual General Meeting. Even after registering for e-communication, Members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company’s investor e-mail id: [email protected].

14. Shares of the Company are compulsorily required to be traded in demat form. If you have not demated your shares, you are requested to get the shares dematted at the earliest.

15. Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide Members facility to exercise their right to vote at the 41st Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL) and Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right to vote at the meeting.

II. The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date (record date) of 15th September, 2015.

III. The voting period begins on 18th September, 2015 at 9.00 a.m. and ends on 21st September, 2015 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

IV. A Member may participate in the general meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again.

V. The Chairman shall at the Annual General Meeting at the end of discussions on the resolutions on which voting is to be held, allow voting with the assistance of scrutiniser by use of ballot or polling paper for all those Members who are present at the general meeting but have not cast their votes availing the remote e-voting facility.

VI. Mr. Sachin Ahuja, Chartered Accountant (Membership No. 109019) and Proprietor of M/s. Sachin Ahuja & Associates., Chartered Accountants (Membership No. 133448W) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

VII. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

VIII. The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.gujaratsidheecementlimited.com and on the website of CDSL immediately on passing of the resolutions at the AGM of the Company and communicated to the BSE Limited and National Stock Exchange of India Limited.

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The instructions for shareholders voting electronically are as under:

1. The shareholders should log on to the e-voting website www.evotingindia.com.

2. Click on Shareholders.

3. Now Enter your User ID

i. For CDSL: 16 digits beneficiary ID,

ii. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

iii. Members holding shares in Physical Form should enter Folio Number registered with the Company.

4. Next enter the Image Verification as displayed and Click on Login.

5. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

6. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat

shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the Company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or Company please enter the Member id / folio number in the Dividend Bank details field as mentioned in instruction (3).

7. After entering these details appropriately, click on “SUBMIT” tab.

8. Members holding shares in physical form will then directly reach the Company selection screen. However, Members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

9. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

10. Click on the Electronic Voting Sequence Number (EVSN) for relevant Company Name Gujarat Sidhee Cement Limited on which you choose to vote.

11. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

12. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

13. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

14. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

15. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

16. If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

17. Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

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• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

18. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an e-mail to [email protected].

Any futher queries can be addressed to Mr. Sharad Patkar (Senior Executive), Link Intime India Pvt. Ltd., C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078, E-mail ID: [email protected].




EXPLANATORY STATEMENT AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013 (“THE ACT”)Item No. 4

The Board has on the recommendation of the Audit Committee, approved the appointment M/s. M. Goyal & Co, Cost Accountants as Cost Auditor of the Company at revised remuneration of ` 60,000/- plus service tax and reimbursement of travelling and out of pocket expenses to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2016.

The remuneration of the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors needs to be ratified by the Members of the Company.

Accordingly the consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 4 of the Notice for appointment and remuneration payable to the Cost Auditors for the Financial Year ending March 31, 2016.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

Accordingly the Board recommends the above resolution for approval of the Members.

Item No. 5

To ensure proper references and alignment to various Sections / provisions of the Companies Act, 2013 the Directors recommend replacement of the existing Articles of Association of the Company with a new set of Articles of Association of the Company drafted keeping in mind the provisions of the Companies Act, 2013.

Accordingly the Board recommends the above resolutions for approval of the Members.

Item No.6

The Members at their Extra Ordinary General Meeting held on 31st January 2013 had by way of Special Resolution approved the appointment of Mr. Jay Mehta as Executive Vice Chairman for a period of three years from 1st January 2013 to 31st December 2015 on the terms and conditions, including remuneration payable to the Executive Vice Chairman.

Further, as per the authority delegated to the Board of Directors at its meetings held on 31st January, 2013 and 30th July 2013, the Board at its meeting held on 10th February 2014 increased the remuneration of Mr. Jay Mehta, Executive Vice Chairman for the period 1.1.2014 to 31.3.2015 and thereafter to be decided on annual basis by the Board of Directors / Committee of the Board, subject to the limits under the Companies Act, 2013.

Section 196 of the Companies Act, 2013, provides that except with the approval of the Company in general meeting, the remuneration payable to any one managing director; or whole-time director or manager shall not exceed five per cent of the net profits of the Company and if there is more than one such director, remuneration shall not exceed ten per cent of the net profits to all such directors and manager taken together.

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Schedule V Section II Part II of the Companies Act, 2013 provides that wherein any Financial Year during the currency of tenure of a managerial person, a Company has no profits or its profits are inadequate, it may, without Central Government approval, pay remuneration to a managerial personnel not exceeding the higher of the limits. Based on the effective capital of the Company, the monthly remuneration payable as per Schedule V of the Act, in respect of both companies for a managerial personnel is subject to ceiling of ` 1,20,00,000 (Rupees One Crore Twenty Lakhs Only) per annum plus provident fund and superannuation fund to the extent not taxable with approval of shareholders by Special Resolution and the Central Government, if required. Any sums paid in excess of the said statutory limits become refundable to the Company and until such sums are refunded, are held in trust for the Company, unless the Members of the Company waive the recovery of the said amount by way of a Special Resolution passed by the Members and such waiver is approved by the Central Government.

During the Financial year ended March 31, 2015, the Company paid excess remuneration of ` 184.79 lacs to Mr. Jay Mehta, Executive Vice Chairman.

The waiver of excess remuneration was approved by the Board of Directors as recommended by the Nomination and Remuneration Committee at its meeting held on 15th May, 2015, subject to the approval of the Members of the Company and Central Government.

Taking into consideration the above and the terms of appointment and remuneration (including minimum remuneration) agreed with Mr. Jay Mehta, Executive Vice Chairman, it is proposed to obtain Members approval by way of Special Resolutions as stated herein above, to waive the recovery of excess remuneration paid by the Company for the Financial Year ended March 31, 2015 to Mr. Jay Mehta, Executive Vice Chairman to enable the Company to approach the Central Government for waiver of excess remuneration paid.

Mr. Jay Mehta is interested in this resolution. Mr. M. N. Mehta and Ms. Juhi Chawla Mehta being related to Mr. Jay Mehta, may be deemed to be concerned or interested in the resolution of Mr. Jay Mehta, Executive Vice Chairman. Save and except them, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in this Resolution.


Item No. 7


Schedule V, Part II, Section V of the Companies Act, 2013 provides that where a managerial person draws remuneration from two companies, then the total remuneration drawn from companies does not exceed higher maximum limit permissible from any one of the companies. Mr. Jay Mehta is also Executive Vice Chairman of Saurashtra Cement Limited.

Further, as per the authority delegated to the Board of Directors at its meetings held on 31st January, 2013 and 30th July 2013, the Board at its meeting held on 15th May 2015 on the recommendation of Nomination & Remuneration Committee revised the remuneration of Mr. Jay Mehta, Executive Vice Chairman for the period 1.4.2015 to 31.12.2015 as detailed below by way of Salary plus HRA or Company leased accommodation plus perquisites, reimbursement of expenses and provident fund and superannuation fund as per rules of the Company, subject to the approval of the Members of the Company, the Central Government and any other authorities as may be required.

Sr. No

Particulars From 1.4.2015 to 31.12.2015

A Salary (Per month) 12,60,000HRA @ 50% or Company owned/leased accommodation 6,30,000Medical @ 8.33% 1,04,958LTA @ 12.5% 1,57,500Soft Furnishing 583Magazine 300Servant 900Superannuation (to the extent taxable) 1,80,667

23,34,908B Provident Fund @ 12% 1,51,200

Superannuation (to the extent not taxable) 8,333Gratuity 60,577

2,20,110Total Remuneration per month 25,55,018Total Remuneration per annum 3,06,60,216

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41stAnnualReport

In addition to the above, Mr. Jay Mehta shall also be entitled to the following by way of reimbursement as per Company’s rules.”

1. Personal Accident Insurance and Medi-claim insurance for self and family.

2. Encashment of unavailed leave at the end of the tenure.

3. Reimbursement of gas, electricity, water charges etc., at actuals.

Further, in addition to the above, Mr. Jay Mehta will also be entitled to the following in the course of discharging the duties and responsibilities and these will not be considered as part of above limits of remuneration”.

1. Reimbursement of entertainment expenses incurred for Company’s work, subject to maximum of ` 50,000 per month on submission of supporting/declaration.

2. Reimbursement of actual expenses incurred for Company’s business including travel, hotel and other related expenses for himself and spouse, incurred in India and abroad.

3. Car with driver and communication facilities at residence for the business of the Company.

4. Reimbursement of expenses incurred in respect of books and periodicals at actuals against submission of supporting/s.

5. Entrance Fees / Subscription or reimbursement of Club Fees on actual basis.

The above remuneration shall be paid as Minimum Remuneration in case of loss or inadequacy of profits in any Financial Year during his tenure.

Taking into consideration the above and the terms of appointment agreed with Mr. Jay Mehta, Executive Vice Chairman, it is proposed to obtain Members approval by way of Special Resolution as stated herein above, to revise the remuneration payable to Mr. Jay Mehta, Executive Vice Chairman for the period 1.4.2015 to 31.12.2015 to enable the Company to approach the Central Government for their approval.

Mr. Jay Mehta is interested in this resolution. Mr. M. N. Mehta and Ms. Juhi Chawla Mehta being related to Mr. Jay Mehta, may be deemed to be concerned or interested in the resolution of Mr. Jay Mehta, Executive Vice Chairman. Save and except them, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in this Resolution.


Item no.8


His current term of appointment as Executive Vice-Chairman of the Company will expire on December 31, 2015 and considering his knowledge of various aspects relating to the Company’s affairs and long business experience, the Board of Directors is of the considered opinion that for smooth and efficient running of the business, the services of Mr. Jay Mehta should be available to the Company for a further period of 5 years with effect from 1st January 2016.

At the meeting of the Board of Directors of the Company held on 15th May 2015, subject to the approval of the Members, the Central Government and any other authorities, as may be required, the Board considered the recommendation of Nomination and Remuneration Committee and approved the re-appointment of Mr. Jay Mehta as Executive Vice Chairman for a period of 5 years with effect from 1st January 2016 to 31st December 2020.

At the said meeting of the Board of Directors of the Company held on 15th May 2015, subject to the approval of the Members, the Central Government and any other authorities, as may be required, the Board considered the recommendation of Nomination and Remuneration Committee and also approved to pay Mr. Jay Mehta, Executive Vice Chairman remuneration over a period of three years from 1st January 2016 to 31st December 2018 by 5% increase for the calendar year 2016 on the total remuneration drawn as on 31.12.2015 and thereafter for the balance period to be decided by the Nomination & Remuneration Committee and Board on annual basis but not exceeding ` 35,00,000/- per month for the third year by way of Salary plus HRA or Company leased accommodation plus perquisites and reimbursement of expenses plus provident fund and superannuation fund as per the rules of the Company and gratuity payable at the time of retirement.

In the event of loss or inadequacy of profits in any Financial Year during the tenure of his appointment, the above mentioned remuneration shall be paid to Mr. Jay Mehta as Minimum Remuneration.

10

Background, terms and conditions of appointment and Remuneration of Mr. Jay Mehta, Executive Vice-Chairman.

Mr. Jay Mehta (54 years) has done B.S. (Industrial Engineering) from Columbia University, New York, U.S.A and has completed his MBA, IMD from Lausanne, Switzerland in 1991. At present he is also the Executive Vice Chairman of ‘Saurashtra Cement Limited’ (SCL), an Associate Company and part of Mehta Group.

Remuneration

Remuneration over a period of three years from 1st January 2016 to 31st December 2018 by 5% increase for the calendar year 2016 on the total remuneration drawn as on 31.12.2015 and thereafter for the balance period to be decided by the Nomination & Remuneration Committee and Board on annual basis but not exceeding ̀ 35,00,000/- per month for the third year by way of Salary plus HRA or Company leased accommodation plus perquisites and reimbursement of expenses plus provident fund and superannuation fund as per the rules of the Company and gratuity payable at the time of retirement.

In addition to the above, Mr. Jay Mehta shall also be entitled to the following by way of reimbursement as per Company’s rules.”



3. Reimbursement of gas, electricity, water charges etc., at actuals.

Further, in addition to the above, Mr. Jay Mehta will also be entitled to the following in the course of discharging the duties and responsibilities and these will not be considered as part of above limits of remuneration”.






The above appointment can be terminated by either side by giving three months’ notice in writing. However, the Company can determine the same by giving three months’ salary in lieu thereof. The remuneration payable to him is commensurate with his abilities and experience and accordingly recommends resolution no. 8 of the accompanying Notice for approval of Members of the Company.

Mr. Jay Mehta is interested in his own re-appointment and remuneration. Mr. M. N. Mehta and Ms. Juhi Chawla Mehta being related to Mr. Jay Mehta, may be deemed to be concerned or interested in re-appointment of Mr. Jay Mehta as Executive Vice Chairman. Save and except them, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in this Resolution.

Accordingly the Board recommends passing of the special resolution as set out in the item nos.7 & 8 for approval of the Members.

Item No. 9

The Members at their Extra Ordinary General Meeting held on 31st January, 2013 had by way of Special Resolution approved the appointment of Mr. M. S. Gilotra as Managing Director for a period of three years from 1st January, 2013 to 31st December 2015 on the terms and conditions, including remuneration payable to the Managing Directors.

Schedule V, Part II, Section V of the Companies Act, 2013 provides that where a managerial person draws remuneration from two companies, then the total remuneration drawn from companies does not exceed higher maximum limit permissible from any one of the companies. Mr. M. S. Gilotra is also Managing Director of Saurashtra Cement Limited.

Further, as per the authority delegated to the Board of Directors at its meetings held on 31st January, 2013 and 30th July 2013, the Board at its meeting held on 15th May 2015 on the recommendation of Nomination & Remuneration Committee revised the remuneration of Mr. M. S. Gilotra, Managing Director for the period 1.4.2015 to 31.12.2015 as detailed below by way of Salary plus HRA or Company leased accommodation plus perquisites, reimbursement of expenses and provident fund and superannuation as per rules of the Company, subject to the approval of the Members of the Company, the Central Government and any other authorities, as may be required.

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41stAnnualReport

Sr. No.

Particulars From 1.4.2015 to 31.12.2015

A Salary (Per month) 7,66,500

Medical @ 8.33% 63,849

LTA @ 12.5% 95,813

Soft Furnishing 583

Magazine 300

Servant 900

Special Allowance 83,000

Superannuation (to the extent taxable) 1,06,642

11,17,587

B Provident Fund @ 12% 91,980

Superannuation (to the extent not taxable) 8,333

Gratuity 36,851

1,37,164

Total Remuneration per month 12,54,751

Total Remuneration per annum 1,50,57,012

In addition to the above, Mr. M. S. Gilotra shall also be entitled to the following by way of reimbursement as per Company’s rules.”

1. Reimbursement for gas, electricity, water charges, etc. at actuals.


3. Medical reimbursement for self and family.

4. Reimbursement of Leave Travel Expenses for self and family.


Further, in addition to the above, Mr. M. S. Gilotra will also be entitled to the following in the course of discharging the duties and responsibilities and these will not be considered as part of above limits of remuneration”.






The above remuneration shall be paid as Minimum Remuneration in case of loss or inadequacy of profits in any Financial Year during his tenure.

Taking into consideration the above and the terms of appointment agreed with Mr. M. S. Gilotra, Managing Director, it is proposed to obtain Members approval by way of Special Resolution as stated herein above, to revise the remuneration payable to Mr. M. S. Gilotra, Managing Director for the period 1.4.2015 to 31.12.2015 to enable the Company to approach the Central Government for their approval.

Save and except Mr. M. S. Gilotra, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in this Resolution.


Item no.10

The Members at their Extra Ordinary General Meeting held on 31st January 2013 had by way of Special Resolution approved the appointment of Mr. M. S. Gilotra as Managing Director for a period of three years from 1st January 2013 to 31st December 2015 on the terms and conditions, including remuneration payable to the Managing Directors.

His current term of appointment as Managing Director of the Company will expire on December 31, 2015 and considering his knowledge of various aspects relating to the Company’s affairs and long business experience, the Board of Directors is of the considered opinion that

12

for smooth and efficient running of the business, the services of Mr. M. S. Gilotra should be available to the Company for a further period of 5 years with effect from 1st January 2016.

At the meeting of the Board of Directors of the Company held on 15th May 2015, subject to the approval of the Members, the Central Government and any other authorities, as may be required, the Board considered the recommendation of Nomination and Remuneration Committee and approved the re-appointment of Mr. M.S. Gilotra as Managing Director for a period of 5 years with effect from 1st January 2016 to 31st December 2020.

At the said meeting of the Board of Directors of the Company held on 15th May 2015, subject to the approval of the Members, the Central Government and any other authorities, as may be required, the Board considered the recommendation of Nomination and Remuneration Committee and also approved to pay Mr. M. S. Gilotra, Managing Director remuneration over a period of three years from 1st January, 2016 to 31st December 2018 by 5% increase for the calendar year 2016 on the total remuneration drawn as on 31.12.2015 and thereafter for the balance period to be decided by the Nomination & Remuneration Committee and Board on annual basis but not exceeding ` 20,00,000/- per month for the third year by way of Salary plus HRA or Company leased accommodation plus perquisites and reimbursement of expenses plus provident fund and superannuation fund as per the rules of the Company and gratuity payable at the time of retirement.

In the event of loss or inadequacy of profits in any Financial Year during the tenure of his appointment, the above mentioned remuneration shall be paid to Mr. M. S. Gilotra as Minimum Remuneration.

Background, terms and conditions of appointment and Remuneration of Mr. M. S. Gilotra, Managing Director

Mr. M. S. Gilotra (65 years) is B.E. (Hons.) in Mechanical Engineering and having nearly 40 years of experience in cement industry. At present he is also the Managing Director of ‘Saurashtra Cement Limited’ (SCL), an Associate Company and part of Mehta Group.

Remuneration

Remuneration over a period of three years from 1st January 2016 to 31st December 2018 by 5% increase for the calendar year 2016 on the total remuneration drawn as on 31.12.2015 and thereafter for the balance period to be decided by the Nomination & Remuneration Committee and Board on annual basis but not exceeding ̀ 20,00,000/- per month for the third year by way of Salary plus HRA or Company leased accommodation plus perquisites and reimbursement of expenses plus provident fund and superannuation fund as per the rules of the Company and gratuity payable at the time of retirement.

In addition to the above, Mr. M. S. Gilotra shall also be entitled to the following by way of reimbursement as per Company’s rules.

1. Reimbursement for gas, electricity, water charges, etc. at actuals.


3. Medical reimbursement for self and family.

4. Reimbursement of Leave Travel Expenses for self and family.


Further, in addition to the above, Mr. M. S. Gilotra will also be entitled to the following in the course of discharging the duties and responsibilities and these will not be considered as part of above limits of remuneration”.






The above appointment can be terminated by either side by giving three months’ notice in writing. However, the Company can determine the same by giving three months’ salary in lieu thereof. The remuneration payable to him is commensurate with his abilities and experience and accordingly recommends resolution no. 10 of the accompanying Notice for approval of Members of the Company.

Save and except Mr. M. S. Gilotra, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in this Resolution.

Accordingly the Board recommends the passing of the special resolutions as set out in the item nos. 9 and 10 for the approval of the Members.

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41stAnnualReport

Item No. 11

Approval for Related Party Transactions

Section 188 of the Companies Act, 2013 read with Rules 15 and 16 of the Companies (Meeting of Board and its Powers) Rules, 2014 and revised Clause 49 of the Listing Agreement which has come into operation from 1st October 2014 mandates approval of Members for material Related Party Transactions. The proviso to Section 188 also states that nothing in Section 188 (1) will apply to any transaction entered into by the Company in its ordinary course of business and at arm’s length basis.

The provisions of Section 188(3) also provides that if any contract or arrangement entered into under Section 188(1) is not ratified by the Board or as the case may be by the shareholders at a meeting within three months from the date on which such contract or arrangement was entered into, such contract or arrangement shall be voidable at the option of the board.

Pursuant to the provisions of the Companies Act 2013, the Board of Directors of the Company has approved from time to time all the transactions/arrangements along with periodic limits that the Company may enter into with the related parties. All these transactions are in the ordinary course of business and at arms length basis.

In view of the proposed transaction relating to the purchase of power from Saurashtra Cement Limited (SCL), a related party; the total value of transactions with SCL may exceed 10% of the total turnover of the Company and the price of the same shall be fixed for a period of 5 years.

All prescribed disclosures as required to be given under the provisions of the Companies Act 2013 and the Companies (Meetings of the Board and its powers), Rules 2014 are given here in below in a tabular format for kind perusal of the Members:

Name of the Related Party

Name of Director or Key Managerial Personnel who is related, if any

Relationship Nature, material terms and particulars of contracts and

arrangement

Maximum Value of the Contract

and arrangement per annum for the

Financial year 2015-16 and beyond

(in Lacs)Saurashtra Cement Limited. (SCL)

Mr. Jay Mehta Executive Vice Chairman

Mr. Jay Mehta is son of Mr. M. N. Mehta. Mr. M. N. Mehta is also Chairman of SCL

1. To purchase surplus power upto 5 MW from SCL under wheeling arrangement.

2. The term of the contract shall be maximum upto 5 years from the date of execution

1,750

---do--- ---do--- ---do--- Sale/Purchase of clinker to/from SCL in a Financial Year.

6,250

---do--- ---do--- ---do--- Sale/Purchase of cement to/from SCL in a Financial Year.

3,000

---do--- ---do--- ---do--- Availing, rendering services like administration, human resources, brand fee etc.

150

Except Mr. M. N. Mehta and Mr. Jay Mehta none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise in the Resolution set out at item no. 11 of the Notice.

The Board recommends passing of the resolution as Special resolution.

14

STATEMENT OF PARTICULARS (ITEM NO. 8 AND 10)(Pursuant to Schedule-V of the Companies Act, 2013)

I. General Information :1. Nature of Industry

Manufacturers of Ordinary Portland Cement, Portland Pozzalona Cement and Cement Clinker.2. Commencement of commercial production: March, 19883. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing

in the prospectus. Not applicable.4. Financial performance (standalone) based on given indicators:

2014-15(` Lacs)

2013-14(` Lacs)

2012-13(` Lacs)

Sales and other income 49178.63 41791.92 45328.35Profit before Depreciation, Interest and Tax but after prior period items

1492.57 1106.54 5751.85

Depreciation / Amortization 1148.21 766.29 652.76Interest and Finance Charges 368.88 299.53 171.64Profit /(Loss) before Exceptional items and tax (24.52) 40.74 4927.45Exceptional Gain / (Loss) (655.67) - 857.33Profit /(Loss) after tax (488.87) (272.38) 4031.16

5. Foreign Earnings, investments or collaborations:Earnings in Foreign Exchange 489.18 67.83 146.53

6. Foreign investments or collaborators, if any.No. of Equity Shares. Nil Nil NilEquity Shareholding (%) Nil Nil Nil

II. Information about the appointee:1. Background details:

Mr. Jay Mehta, EVC

Mr. Jay Mehta, is B.S. in Industrial Engg. USA, MBA from IMD, Lausanne, Switzerland. He is having vast experience in Cement Industry. He is also Executive Vice Chairman of Saurashtra Cement Limited. He is Director on the following companies.

Mr. M.S. Gilotra, MD

Mr. M. S. Gilotra, is B.E. (Hons) in Mech. Engineering. A technocrat having over 40 years experience in Cement Industry & held senior management positions, a large part of which (21 years) was with ACC Ltd. He is also Managing Director of Saurashtra Cement Limited.

He is not holding any shares in the Company.v Pranay Holdings Limitedv Prachit Holdings Limitedv Ria Holdings Limitedv Reeti Investments Limitedv Agrima Consultants International Limitedv ADF Foods Ltd.v Mehta Pvt. Ltd.v Galaxy Technologies P. Ltd.v Omna Exports Pvt Ltd.v Arclightz & Films Pvt. Ltd.v Good Karma Hospitality Pvt Ltd.v Knight Riders Sports Pvt Ltd.v Indianapoli Hospitality Pvt. Ltd.v Bhadra Textiles & Trading Private Ltd.v Parsec Enterprises Private Limitedv Omna Enterprises LLP.He is not holding any shares in the Company.

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41stAnnualReport

2. Past remuneration from this Company for the period 1.04.2014 to 31.03.2015

Salary & Others – ` 280.31 lacs Salary & Others – ` 128.16 lacs

3. Recognition or award:

Nil

Recognition or award:

Nil

4. Job profile & his suitability:

Mr. Jay Mehta, as Executive Vice Chairman is responsible for overall management of the Company and is a Promoter Director.

Job profile & his suitability:

Mr. M. S. Gilotra, as Managing Director is responsible for Production, Marketing and Overall management.

5 Remuneration proposed

Remuneration over a period of three years from 1st January, 2016 to 31st December, 2018 by 5% increase for the calendar year 2016 on the total remuneration drawn as on 31.12.2015 and thereafter for the balance period to be decided by the Nomination & Remuneration Committee and Board on annual basis but not exceeding ` 35,00,000/- per month for the third year by way of Salary plus HRA or Company leased accommodation plus perquisites and reimbursement of expenses plus provident fund and superannuation fund as per the rules of the Company and gratuity payable at the time of retirement.

Tenure : 1st January, 2016 to 31st December, 2018.

The aforesaid remuneration shall be paid as minimum remuneration in case of loss or inadequacy of profits in relevant year during his tenure.

Remuneration proposed

Remuneration over a period of three years from 1st January, 2016 to 31st December, 2018 by 5% increase for the calendar year 2016 on the total remuneration drawn as on 31.12.2015 and thereafter for the balance period to be decided by the Nomination & Remuneration Committee and Board on annual basis but not exceeding ` 20,00,000/- per month for the third year by way of Salary plus HRA or Company leased accommodation plus perquisites and reimbursement of expenses plus provident fund and superannuation fund as per the rules of the Company and gratuity payable at the time of retirement.

Tenure : 1st January, 2016 to 31st December, 2018.

The aforesaid remuneration shall be paid as minimum remuneration in case of loss or inadequacy of profits in relevant year during his tenure.

6 Comparative remuneration profile with respects to industry, size of the Company, profile of the position and person

Comparative remuneration profile with respect to industry:

Comparative figures of remuneration to Managing Directors / Executive Directors paid by Companies in India of similar size are given below:

Sr. No

Name of the Company Financial Year ended

Turn Over ` in crores

Profit after tax` in crores

Remuneration paid per annum.

` in crores

Installed Capacity per

annum (in Lacs MT)

1 Ambuja Cement Ltd 31.12.2014 9911.00 1496.00 7.17 287.5

2 Sanghi Cement Ltd 30.06.2013 1178.42 45.88 5.12 30.0

3 Ultra Tech Cement 31.03.2014 20078.00 2144.00 9.15 539.5

4 ACC Cement 31.12.2014 11481.00 1168.00 7.44 310.8

5 Shree Digvijay Cement Co.Ltd. 31.12.2014 460.45 3.65 0.65 10.75

The appointees are all residents of India.

7 Pecuniary relationship, directly or indirectly, with the Company or relationship with the managerial personnel, if any

Mr. Jay Mehta – Promoter Director and is related to Mr. M. N. Mehta, Chairman

Pecuniary relationship, directly or indirectly, with the Company or relationship with the managerial personnel, if any

NIL

16

III Other information.

1 Reasons of loss or inadequate profits.The slow growth of economy resulted in lower consumption of cement. The large capacity additions in previous years have resulted in low cement prices. The increase in cost, government levies and high cost of transportation have resulted in inadequate profits.

2. Steps taken or proposed to be taken for improvement.Improve capacity utilisation by exporting cement to neighbouring countries, reduction in cost through greater efficiency and lower energy consumption.

3. Expected increase in productivity and profits in measurable terms.Capacity utilisation will be maintained above 100 percent. Further reduction in cost and improvement in market realisation would result in adequate profits in coming years.




DISCLOSURE PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT RELATING TO DIRECTOR SEEKING RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING:

Name of Director Mr. Hemnabh R. KhatauDate of Birth 27th February, 1961Date of Appointment 25th October, 2008Expertise in specific General Functional area Developing and Implementing successful strategies for growth and

improving performance.Qualification B.A. (Engg). from Cambridge, M.Sc (UMIST)List of outside Directorships held (Public Limited Companies) 1. Saurashtra Cement Limited

2. Pranay Holdings Limited

3. Prachit Holdings Limited

4. Ria Holdings Limited

5. Reeti Investments Limited

6. Agrima Consultants International LimitedChairman/ Member of the Committee of the Board of Directors of the Company

Nil

Chairman / Member of the Committee of Directors of other Public Limited Companies in which he/ she is a Director

a) Audit Committee

b) Shareholders Committee

Shares held by the Directors in the Company

Nil

NIl

Nil

ANNUAL41st

REPORT2014-15

Board of directorsas on 15.05.2015Mr. M. N. Mehta ChairmanMr. Jay M. Mehta Executive Vice ChairmanMr. Y. K. Vyas Nominee of GIIC LimitedMr. M. S. Gilotra Managing DirectorMr. S. V. S. RaghavanMr. P. K. BehlMr. M. L. TandonMr. Bimal ThakkarMr. Hemnabh KhatauMr. Venkatesh MysoreMs. Juhi Chawla MehtaMr. M. N. RaoMr. K. N. BhandariMrs. Bhagyam Ramani

cfo & company secretary Mr. V. R. Mohnot

BankersState Bank of IndiaState Bank of Bikaner & JaipurUnion Bank of IndiaHDFC Bank Ltd.

auditorsMessers. Manubhai & ShahChartered AccountantsAhmedabad

Registered Office & WorksOff. Veraval - Kodinar Highway Sidheegram 362 276Dist. Gir Somnath (Gujarat)Tel. 02876 - 268200, Fax: 02876 - 286540CIN: L26940GJ1973PLC002245

Corporate OfficeN. K. Mehta International House, 2nd Floor,178, Backbay Reclamation, Mumbai 400 020.Tel. 022- 66365444, Fax : 022-66365445

registrars & transfer agent:M/s. Link Intime India Pvt Ltd(Unit: Gujarat Sidhee Cement Limited)C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078.Tel. 022- 25963838, Fax : 022-25946969

Website: www.gujaratsidheecementlimited.com

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41stAnnualReport

Dear MeMbers,

The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March, 2015.

FINaNCIaL resULTs

The highlights of the financial results for the Financial Year ended 31st March, 2015 are given below.

(` in Million)

Particulars standalone Consolidated

Current F.Y. (2014 -15)

Previous F.Y. (2013-14)

Current F.Y.(2014-2015)

Previous F.Y.(2013-2014)

Sales & Other Receipts (Net of Excise) 4917.86 4179.19 4917.86 4179.19

Profit before Interest and Depreciation 149.26 110.66 148.64 110.66

Interest 36.89 29.96 38.48 29.96

Profit /(Loss) before Depreciation 112.37 80.70 110.16 80.70

Depreciation 114.82 76.63 114.82 76.63

Exceptional Items (65.57) Nil (65.57) Nil

Profit /(Loss) before Taxation (68.02) 4.07 (70.23) 4.07

Income Tax / Fringe Benefit Tax / Wealth tax Nil Nil Nil Nil

Deferred Tax Adjustment (23.13) 31.31 (23.13) 31.31

Profit /(Loss) after tax (44.89) (27.24) (47.10) (27.24)

Carried forward Profit/ (Loss) of earlier years 333.58 360.82 333.58 360.82

Balance of Profit/(Loss) carried to Balance Sheet 288.69 333.58 286.48 333.58

THe Year UNDer reVIeW

The economy and cement production showed signs of improvement. The cement production during 2014-15 grew by about 5.6 percent as against less than 4 percent during the previous year.

Similarly, consumption of cement in our home market of Gujarat increased by about 6 percent resulting in improved sales and prices, profitability as compared to the previous year. The international prices of coal were lower than previous year. However the taxes by way of Royalties on minerals, excise duties and sales tax continued to be high and further increased in the budget of 2014-15. Additional Customs duty and CVD was also imposed on coal imports.

The infrastructural constraints in rail and ports adversely affect the economic transportation of cement to distant markets. Power cost escalations resulted from the restrictions imposed in the energy exchange under Open Access, increased the manufacturing cost. The inordinate delay in the statutory approvals for the new lease area for mining of raw materials resulted in procurement of limestone from distant sources, which has further increased the manufacturing cost.

PerFOrMaNCe reVIeW

Production and sales

The production of clinker for the year ended March 2015 was 1.27 million tonnes, which is 9 percent more than the clinker production of 1.17 million tonnes for the previous year ended March 2014.

The cement production for the year ended March 2015 is 1.28 million tonnes, which is 11 percent more than the cement production of 1.16 million tonnes for the previous year ended March 2014.

Additionally, clinker was sold in the local market and the overall sales (cement and clinker) is 1.37 million tonnes during the year ended March 2015, which is around 8 percent more than the overall sale of 1.27 million tonnes in the previous year ended March 2014.

The procurement of power from the energy exchange under Open Access was restricted and the entire power was sourced from the state grid, which has resulted in higher manufacturing cost. Change in the quality of available limestone, necessitated procurement of limestone from other sources, which escalated the manufacturing cost. The disruption of plant operation due to closure of limestone mines for a brief period as per the directives of the Ministry of Environment & Forest, higher raw material cost, increase in the cost of power sourced from state grid and the higher cost of delivery resulted in loss for the year.

DIreCTOrs’ rePOrT

2

export

The export of cement for the year ended March 2015 was 0.064 million tonnes as compared to 0.076 million tonnes in the previous year. The export market remained less viable with un-remunerative prices and high cost of transportation to the available port.

Fresh Infusion of Funds

Hon’ble BIFR while sanctioning rehabilitation scheme of the Company had put the following condition vide its order dated 6.12.2012 issued on 16.1.2013.

Quote

Further equity infusion of ` 50 crore (in addition to ` 19.73 crore already brought in) into the Company for funding of the Scheme by The Mehta International Ltd., a promoter group Company, its shareholders / its subsidiaries / other group companies / associates of promoters, their relatives, friends, etc.

Unquote

In compliance with the said order, Bhadra Consultancy Private Limited, a Promoter Company has invested ` 28.80 crores in March 2015 towards purchase of 2,38,00,000 equity shares of the Company at par fully paid up and 2,00,00,000 equity shares of the Company at ` 2.50 per share. The Company has since allotted 4,38,00,000 equity shares to Bhadra Consultancy Private Limited.

DIVIDeND

The Directors have not recommended any dividend for the Financial Year ended March 31, 2015, in view of the loss for the year.

MaNageMeNT DIsCUssION aND aNaLYsIs

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms a part of this Report as annexure a.

CONsOLIDaTeD FINaNCIaL sTaTeMeNTs

As required under Clause 32 of the Listing Agreement with the Stock Exchange and Section 136 of the Companies Act, 2013, the Consolidated Financial Statement has been prepared by the Company in accordance with the requirements of Accounting Standard 21 ‘Consolidated Financial Statements’ issued by ‘The Institute of Chartered Accountants of India’. The Audited Consolidated Financial Statements together with Auditors’ Report thereon form part of the Annual Report.

The Consolidated Net Loss of the Company and its subsidiaries amounted to ` 470.99 lacs for the Financial year ending 31st March, 2015 as compared to a loss of ` 272.42 lacs in the previous year.

sUbsIDIarY COMPaNIes

The Company has one subsidiary company.

Section 136 of the Companies Act, 2013 has exempted listed companies from attaching the financial statements of their Subsidiaries to the Annual Report of the company.

In accordance with Section 129(3) of the Companies Act, 2013 read with the rules made thereunder; a statement containing the salient features of the Financial Statement of the Company’s subsidiary is disclosed separately in this Annual Report under Form AOC 1.

The Company will make available the Annual Accounts of the subsidiary company to any member on their request and shall also be kept open for inspection by any member at the Registered office of the Company. The statements are also available at the website of the company at http://gscl-mehtagroup.com/investors/financials.

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 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any;

(b) that the accounting policies as mentioned in Note No. 1 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 in place and that the financial controls were adequate and were operating effectively; and

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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COrPOraTe gOVerNaNCe

A separate report on compliance with Clause 49 of the Listing Agreement with the Stock Exchanges on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors forms a part of this Report as annexure b.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this Report. Also a certificate of Compliance from the Auditors of the Company confirming compliance with the conditions of Corporate Governance forms a part of this Report. A declaration by CEO and CFO that Board and senior management have complied with the Code of Conduct of the Company also forms a part of this Report.

reLaTeD ParTY TraNsaCTIONs

All related party transactions are on arms length basis at prevailing market prices. The other details as required under Clause 49 of the Listing Agreement and Section 134(3) of the Companies Act, 2013 are mentioned in the Corporate Governance Report.

ParTICULars OF CONTraCTs Or arraNgeMeNTs WITH reLaTeD ParTIes

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 Annexed herewith at annexure C in Form No. AOC -2.

COrPOraTe sOCIaL resPONsIbILITY

The Company has been committed towards various social measures and has taken initiatives to cater to the needs of the society. Pursuant to introduction of Section 135 of the Companies Act, 2013 and the rules made thereunder the Company has constituted a CSR committee.

The Board of Directors have based on the recommendation of the committee, formulated a Corporate Social Responsibility Policy for welfare of the society. The policy is available at the following link http://gscl.mehtagroup.com/policy/csr-policy.

Due to carry forward losses, the Company was not required to spend on the Corporate Social Responsibility Activities under Section 135 of the Companies Act, 2013.

The constitution and functions of the Corporate Social Responsibility Committee are provided under the Corporate Governance Report.

Company has taken certain initiatives under Corporate Social responsibility (though not required under Section 135 of the Companies Act, 2013) and the same have been detailed under the Management Discussion and Analysis Report.

rIsK MaNageMeNT

A formal Risk Management System is being implemented on an Enterprise Risk Management (ERM) as a part of strengthening and institutionalizing the decision making process and monitoring the exposures that are faced by the Company.

Managing Risk is a skill that is sought to be strengthened through this process and an effort at making decisions more consistent in a way that the business objectives are met most of the times. The ERM process seeks to provide greater confidence to the decision maker and thus enhance achievement of Objectives.

Pursuant to the requirements of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee and has also adopted a Risk Management Policy. The constitution of the committee along with principles pertaining to the management of risk are set out in the Corporate Governance Report of the Company.

DIreCTOrs & KeY MaNagerIaL PersONNeL

appointment

During the year, Gujarat Industrial & Investment Corporation Limited nominated Mr. Y. K. Vyas (DIN: 03420201) as their Nominee on the Board of the Company who was appointed as a Nominee Director with effect from 10.2.2015.

Cessation of Directors

Mr. Sanat Mehta (DIN: 00313385) and Dr. Kala S. Pant (DIN: 00003915) ceases to be the Directors of the Company with effect from 9.6.2014 and 18.9.2014 respectively.

During the year, Gujarat Industrial & Investment Corporation Limited withdrawn the nomination of Mr. A. B. Shah (DIN:00175496) as Director from the Board of the Company. Accordingly, Mr. A. B. Shah ceases to be Director with effect from 10.2.2015.

The Board has placed on record its appreciation for the contribution made by Mr. Sanat Mehta, Dr. Kala S. Pant and Mr. A. B. Shah.

reappointment of Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Hemnabh Khatau (DIN: 02390064) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Brief resume of the Director seeking

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re-appointment along with other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting.

The Board of Directors at its meeting held on 15th May 2015, has reappointed Mr. Jay Mehta as Executive Vice Chairman and Mr. M. S. Gilotra as Managing Director for a further period of five years from 1st January 2016 to 31st December, 2020 and remuneration payable over a period 3 years from 1st January, 2016 to 31st December, 2018, subject to the approval of the Members and Central Government.

The resolutions seeking approval of the Members for the appointment and remuneration of Mr. Jay Mehta and Mr. M. S. Gilotra have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company along with brief details about them.

The Board recommends their re-appointments.

board evaluation

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Declaration by Independent Directors

All Independent Directors have furnished declarations stating that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

appointment / Change in Key Management Personnel :

Mr. M. S. Gilotra, Managing Director of the Company was also designated as Key Managerial Personnel with effect from 1st October, 2014.

Mrs. Anupama Pai resigned as the Company Secretary of the Company with effect from 30th September, 2014.

Mr. V. R. Mohnot was appointed as Chief Financial Officer & Company Secretary of the Company with effect from 1st October, 2014.

aUDITOrs

statutory auditors

M/s. Manubhai & Shah, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company, who hold office upto the conclusion of the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 2013, who are eligible for re-appointment are recommended for re-appointment to audit the Accounts of the Company for the Financial Year 2015-16. As required under the provisions of the Companies Act, 2013, the Company has received written confirmation from M/s. Manubhai & Shah, Chartered Accountants that their appointment, if made, will be in conformity with the limits specified in the Section 141(3)(g) of the Companies Act, 2013.

secretarial auditors

M/s Ragini Chokshi & Company, Practicing Company Secretaries were appointed by the Board of Directors as the Secretarial Auditor of the Company to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2014 - 15. The report of the Secretarial Auditor is annexed as annexure D to this report.

The Board of Directors of the Company on the recommendation of the Audit Committee appointed M/s. Ragini Chokshi & Company, Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2015-16.

Tax auditors

The Board of Directors on the recommendation of the Audit Committee appointed M/s. Manubhai & Shah, Chartered Accountants to carry out the Tax Audit for the Assessment Year 2015-16.

Internal auditors

The Board of Directors on the recommendation of the Audit Committee appointed M/s. Haribhakti & Co.LLP, Chartered Accountants, to carry out the Internal Audit of the Company for the Financial Year 2015-16.

Cost auditors

In accordance with the provisions of Section 148 of the Companies Act 2013, M/s. M. Goyal & Co. Cost Accountants, have been appointed by the Board as Cost Auditor of the Company for the Financial Year 2015-16. A Certificate of eligibility under Section 148 of the Companies Act, 2013 has been received.

DIsCLOsUres

audit Committee

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

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Nomination & remuneration Committee & Policy

The Company has a Nomination & Remuneration Committee and has also adopted a Remuneration Policy, the constitution of the committee along with the terms of reference to the committee are set out in the Corporate Governance Report.

Vigil Mechanism

The 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 company policies.

Number of board Meetings

During the year under review, four meetings of the Board of Directors were held on 30th May 2014, 4th August 2014, 5th November 2014 and 9th February 2015.

energy Conservation, Technology absorption and Foreign exchange earnings and Outgo.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) of the Companies Act, 2013 are provided in annexure e forming a part of this Report.

extract of the annual return

The extract of the Annual Return in Form No. MGT - 9 forms a part of this report and is annexed as annexure F.

Particulars of employees

The disclosures in terms of the provisions of Section 197 read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms a part of this report as annexure g.

Disclosure under sexual Harassment of Women at Workplace (Prevention, Prohibition & redressal) acts, 2013

The Company has in place, a formal policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace. Detailed note is set out in the Corporate Governance report.

There were no cases filed under this act during this financial year.

geNeraL

Listing Of equity shares

The Company’s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed for Financial Year 2015-16.

staff relations

Industrial relations at our factory and offices remained cordial.

Deposits

The Company has not invited and/or accepted any deposits, during the year.

There are no deposits unpaid or unclaimed as at the end of the year.

There has been no default in repayment of deposits or payment of interest thereon during the year.

acknowledgement

The Directors wish to thank the Hon’ble Board for Industrial & Financial Reconstruction (BIFR), The Hon’ble Appellate Authority for Industrial & Financial Reconstruction (AAIFR), Central Government, Government of Gujarat, Gujarat Industrial & Investment Corporation Limited, Bankers, Shareholders, Employees, Stockists, Dealers and all other stakeholders associated with its operations for the co-operation and encouragement extended to the Company.

On behalf of the Board of Directors

Place : Mumbai M. s. gilotra Jay MehtaDated : 15.5.2015 Managing Director Executive Vice Chairman

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Industry structure and Development

The Indian Cement Industry with an installed capacity of around 360 million tonnes has registered a cumulative growth in production at around 6 percent during the period April 2014 to March 2015 as against around 3 percent during the corresponding period of last year. The cumulative growth for the eight core industries, which comprise nearly 38 percent of the weight of items in the IIP (coal, crude oil, natural gas, refinery products, fertilisers, steel, cement & electricity) is 3.5 percent during the period April 2014 to March 2015 as against 2.6 percent during the corresponding period of last year. The surplus capacity available in the states of Gujarat & Rajasthan and the lower export volumes due to unrenumerative prices are the two major factors affecting the sustained profitability of cement companies in the state of Gujarat. The entry of new manufactures and consolidation of existing players is resulting in high price volatility and variations in prices are experienced very frequently in different regions and different periods of time.

Future Outlook

With the stable political scenario and the Government’s determination to bring in reforms, gradual increase in economic activity is expected with major infrastructure projects. Cement and construction materials are critical for the housing need of the population and for the basic infrastructure like roads, bridges, schools, hospitals, airports and many other facilities. The medium term to long term future of the cement industry is optimistic and positive. However, due to addition of new plants with large capacities, the capacity utilization is likely to be on the lower side and old plants with less efficient process and machinery is likely to experience fierce competition in the market places. In the state of Gujarat, there is likely to be a large surplus of capacity over demand for the near future, which may affect the stability of cement prices. A large part of production therefore will need to be exported or transported to longer distances, in other states like Maharashtra, Karnataka and Kerala.

Opportunities & Threats

The cement consumption growth in the state of Gujarat is likely to be maintained and is expected to give ample opportunities for growth in the cement industry.

With the government policy of deregulating the sale of diesel oil is likely to affect the cost of delivery, though it is favorable as of now due to the fall in international price of crude. The rail freight continued to be high and the transportation by rail by using the nearest rail siding is unviable. The infrastructural constraints and high cost of handling of cement at public ports continue to pose threats to the sustainability and stability of the industry in Gujarat.

The environment regulations are already amended, where the emission levels are drastically reduced in line with the norms achieved in the equipments with latest technology and design. This calls for substantial additional investments in a short span of time to upgrade the pollution control equipments with that of latest design and technology.

The Government has passed the Mines and Minerals (Development and Regulation) Ordinance, 2015 that has amended certain provisions of Mines and Mineral (Development and Regulation) Act, 1957. The amended act stipulates auction as the basis for allotment of mineral concessions and is silent on the status of the applications, which are pending for various approvals.

Although, Gujarat state is likely to continue to be surplus in cement production, the company can access coastal markets economically being close to the sea.

segment review and analysis

During the year, the company has produced and sold mainly cement of different varieties like Ordinary Portland Cement (OPC) and Portland Pozzolana Cement (PPC). The company also sold clinker, which is intermediate product for the manufacture of cement. The bulk of the revenue and profitability comes from the sale of cement.

risks and Concerns

Over capacity of cement versus the demand is resulting in very volatile market conditions and profitability of cement business. The escalation of input costs, higher cost of power, restrictions imposed in buying power from energy exchange under Open Access, cost of delivery and the high rates of government levies (royalty of limestone, excise, sales tax, octroi, local body tax and other miscellaneous levies) continue to be a major concern for our company.

The delay in getting the required mining lease for the additional mining areas is a great concern as the availability of good quality limestone has substantially reduced in the existing limestone mines.

Absence of railway siding and a port near the factory results in increase in cost of transportation to farther markets of Gujarat as well as the markets outside Gujarat. The company proposes to set up a captive jetty to mitigate the risk.

Internal Control systems and their adequacy

Your Company has adequate systems of internal controls commensurate with the size and nature of its operations. The internal audit team continuously monitors the effectives of internal control systems. The Management periodically reviews the Reports of the Internal

MaNageMeNT DIsCUssION aND aNaLYsIs rePOrTaNNexUre a

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Auditor highlighting suggested improvements, cost control measures and need of policy modification and assuring its adherence. The Audit Committee reviews the financial results, adequacy of disclosures and adherence of accounting principles. The corrective steps and suggestions of the Audit Committee are implemented and the Internal Auditor reviews the same and reports of any deviations and other recommendations to formulate management policies, risk management procedures.

Human resource Development / Industrial relations

Your Company recognizes people as the primary source of its competitiveness and continues to focus on people development by leveraging technology and developing a continuously learning human resource base to unleash their potential and fulfill their aspirations.

The business environment is rapidly changing, bringing in its own set of opportunities and challenges. The shifting environments of the businesses demand the need to prepare our current and future leaders to face and overcome such business adversities and opportunities.

In view of people development as a key focus, it continues to take new initiatives to further align its HR policies to meet the growing needs of its business.

We have embarked upon employee engagement as a tool to create conducive working environment that will facilitate employee commitment.

The Industrial relations at the plant were cordial.

The Management places on record the contribution of employees at all levels during the year and their whole-hearted co-operation, which has resulted in improved results.

Corporate social responsibility (Csr)

Health Care

GSCL plant has a health care center providing medical aid to the Company’s employees and the family members, workers as well as patients from the near by areas. The Company conducts various Immunization programmes, family welfare education, health care, safety as well as various periodical health check up and first aid training programmes for employees and workers.

education

The Company’s plant has a full-fledged secondary school for the children of the employees and local people staying in nearby areas. In order to enable the children studying in English medium schools or Colleges in Veraval and nearby areas, the Company provides school bus facility.

afforestation

The Company is committed to the protection of environment and maintenance of bio diversity. A green belt has been developed in the plant and nearby areas. Many saplings were planted at various places in the plant and mines area. The plant has also carried out rain water harvesting and this has increased ground water resources besides providing greenery.

Other Csr activities

During the year under review, your company has also contributed towards the following CSR Activities:

i. Road maintenance in and around the plant vicinity area.

ii. Sports items being donated to Morasa Village.

iii. Employment and skill development of various persons in and around Sidheegram.

Cautionary statement

Statements in this report on Management’s Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable security laws and regulations. The Statements are based on certain assumptions and expectation of future events. Actual results could however differ from those expressed or implied. Important factors that could make a difference to the Company’s operations include global and domestic demand supply position, raw material, fuel, transport cost and availability, changes in Government regulations and tax structure, economic development in India.

The Company assumes no responsibility in respect of forward-looking statements, which may be amended or modified in future on the basis of subsequent developments, information or events.


M. s. gilotra Jay Mehta Managing Director Executive Vice Chairman

Place : MumbaiDated : 15.5.2015

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1. COMPaNY’s PHILOsOPHY ON CODe OF gOVerNaNCe :

Gujarat Sidhee Cement Limited, (your Company) believes that good Corporate Governance aims at achieving high level of efficiency, transparency, accountability, responsibility and fairness in dealings with all stakeholders.

Recently, the Securities and Exchange Board of India (SEBI) amended the equity listing agreement to bring in additional corporate norms for listed entities. These norms provide for stricter disclosures and protection of investor rights, including treatment for minority shareholders.

Many of the amendments are effective from October 1, 2014. The amended rules require companies to get shareholders’ approval for related party transactions, establish whistle blower mechanisms, elaborate disclosures on pay packages and have at least one woman director on their boards.

The amended norms are aligned with the provisions of the Companies Act, 2013, and is aimed to encourage companies to ‘adopt best practices on corporate governance’.

We believe that an active, well-informed and independent board is necessary to ensure the highest standards of corporate governance. It is well recognized that an effective Board is a pre-requisite for a strong and effective corporate governance. At GSCL, the Board of Directors (“the Board”) is at the core of our corporate governance practice and oversees how the Management serves and protects the long term interests of our stakeholders.

Our corporate governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as the leadership and governance of the Company. Your Company has complied with the requirements of Corporate Governance as laid down under Clause 49 of the Listing Agreement with the Stock Exchange/s.

2. gOVerNaNCe sTrUCTUre

Your Company’s governance structure broadly comprises the Board of Directors and the Committees of the Board and the Management structure.

a) board of Directors:

The Board of Directors (the Board), directs and guides the activities of the Management towards setting up of goals and seeks the accountability with a view to create long term sustainable growth that translates itself into progress, prosperity and the fulfilment of stakeholders’ aspirations. The Directors are professionals, have expertise in their respective functional areas and bring a wide range of skills and experience to the Board.

b) Committees of Directors:

With a view to have more transparency on various areas of the business and for better accountability, the Board has constituted the following committees viz. Audit Committee, Stakeholders’ Relationship & Grievances Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Finance Committee and Allotment Committee. These Committees are focused on financial reporting, audit & internal controls, resolving the grievances of stakeholders, appointment and remuneration of Directors and Senior Management Personnel, implementation and monitoring of CSR activities, risk management framework and allotment of securities.

c) executive Management :

The business and compliances is overseen by the Executive management of the company. The Executive Vice Chairman (EVC) and Managing Director (MD) looks after the day-to-day business of the Company under the overall supervision and guidance of the Board. The EVC and MD are supported by business head and department heads in achieving overall performance / growth of the company.

3. bOarD OF DIreCTOrs :

(i) Composition (as on 31.3.2015)

Your Company’s Board comprises of 14 (fourteen) Directors, which include 7 (seven) Independent Directors. The Directors are professionals, have expertise in their respective functional areas and bring a wide range of skills and experience to the Board.

The composition of the Board as on 31st March, 2015 is as under

Category No. of DirectorsNon-Independent Directors - Non Executive (including Chairman) 5Independent Directors 7Non-Independent & Executive - EVC & MD 2Total 14

COrPOraTe gOVerNaNCeaNNexUre b

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As required under Section 149(3) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mrs. Bhagyam Ramani, a woman Director, was appointed as an Independent Director on the Board on 5th August, 2014.

3.1 ProfileofDirectors

The brief profile of each Director is given below:

(i) Mr. M. N. Mehta (Chairman, Promoter group, Non-Independent)

Mr. M. N. Mehta, aged 83 years, is an Industrialist. Mr. Mehta is a Non Resident Indian. He completed his schooling in India and then joined the family business at the age of 19 in East Africa and has over six decades of entrepreneurial experience. He is the motivating force behind the Group. He is also Chairman of Saurashtra Cement Limited and subsidiary companies in India. Mr. Mehta was conferred the most prestigious “Pravasi Bharatiya Samman” Award by Hon. President of India, Shri Pranab Mukherjee on 9th January, 2015 at the 13th Pravasi Bharatiya Divas-2015, Gandhinagar, Gujarat. The Pravasi Bharatiya Samman Award was given to Mr. Mehta for his outstanding contribution to economic and social development of thousands of people in East Africa.

He joined the Board of the Company in December,1984.

(ii) Mr. Jay Mehta (executive Vice Chairman, Promoter group, Non-Independent)

Mr. Jay Mehta, aged 54 years, has graduated in Industrial Engineering from Columbia University in 1983 and has completed MBA from The International Institute of Management Development (IMD) in Lausanne, Switzerland. He has over 3 decades of experience in Cement Industry. He is also Executive Vice Chairman of Saurashtra Cement Limited and Board member of various subsidiary companies, private and public limited companies in India. Mr. Jay Mehta is a Member of Corporate Social Responsibility (CSR) Committee and Stakeholders Relationship & Grievances Committee of the Company.

He joined the Board of the Company in April, 1992.

(iii) Mr. Hemnabh r. Khatau (Non-executive Director, Non-Independent)

Mr. Hemnabh R. Khatau, aged 54 years, has graduated with B.A (Eng.) from Cambridge University and M.Sc. (UMIST). He has track record of successful Board level line management in manufacturing and financial services sectors. He has wide experience in developing and implementing successful strategies for growth and improving performance. He has worked in UK for a decade in various positions in the consulting practices of Capgemini UK, KPMG and Indeco IMC. He is also Director of Saurashtra Cement Limited and on the Board of subsidiary companies.

He joined the Board of the Company in October, 2008.

(iv) Mr. Venkatesh Mysore (Non-executive Director, Non-Independent)

Mr. Venkatesh Mysore, aged 57 years, is qualified MBA in Marketing & Finance from Madras University and also attained his Chartered Life Underwriter (CLU) designation from the American College in 1991. He has got more than 25 years experience and his last assignment was that of the India Country Head of Sun Life Financial of Canada since January 2007 and prior to that he was with Metlife, USA for over 21 years. He is also on the Board of several public limited companies. Mr. Venkatesh Mysore is the Chairman of Stakeholders Relationship & Grievances Committee and Member of Allotment Committee of the Company.


(v) Ms. Juhi Chawla Mehta (Non-executive Director, Non-Independent)

Ms. Juhi Chawla Mehta, aged 48 years, is Commerce Graduate from University of Mumbai with Honors. She is renowned Cine Artist. She is also on the Board of private limited companies. She is the Member of Corporate Social Responsibility (CSR) Committee of the Company.

She joined the Board of the Company in May, 2014.

(vi) Mr. Y. K. Vyas (Non-executive Director, gIIC Nominee, Non-Independent)

Mr. Y. K. Vyas, aged 58 years, has done B. E. (Mech). Mr. Vyas is working as Manager (Projects) and Zonal Manager (Rajkot) of Gujarat Industrial & Investment Corporation Ltd. He was appointed as Nominee Director in place of Mr. A. B.Shah with effect from 10.2.2015.

He joined the Board of the Company in February, 2015.

(vii) Mr. M. L. Tandon (Non-executive Director, Independent)

Mr. M. L. Tandon, aged 76 years, has done M.S.E.E.(Purdue), USA, MBA (U.S.C,U.S.A). He is an Industrialist. He is on the Board of several private and public limited companies. He is the Member of Audit Committee and Nomination & Remuneration Committee of the Company.

He joined the Board of the Company in July, 1987.

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(viii) Mr. s. V. s. raghavan (Non-executive Director, Independent)

Mr. S. V. S. Raghavan, aged 85 years, is IDAS (Retd). He has been awarded Padmashri by Government of India for his excellent services. He was also given the award of the “First Citizen of India” by the President of India. He was the Chairman of BHEL, MMTC, STC, BBIL and retired in the rank of Secretary of the Ministry of Commerce, Government of India, New Delhi. He is the Chairman of Audit Committee and Nomination & Remuneration Committee.

He joined the Board of the Company in April, 1992.

(ix) Mr. P. K. behl (Non-executive Director, Independent)

Mr. P. K. Behl, aged 72 years, is First Class First Graduate Double Gold Medalist from Jaipur University. He retired as Executive Director (International Operations) from Life Insurance Corporation of India controlling in Sri Lanka, Mauritius, Nepal, U.K. and Bahrain and has vast knowledge on corporate matters. Short listed as Life Member for IRDA. Advisor for Asean University of Insurance and Risk Management (Proposed). He is the Member of Audit Committee and Nomination & Remuneration Committee of the Company.


(x) Mr. bimal r. Thakkar (Non-executive Director, Independent)

Mr. Bimal Thakkar, aged 50 years, has done B.Com and Diploma in Export Management and has also done a course in International Business and Marketing from Trade Development Institute of Ireland. He has over two decades of experience and is currently spearheading the ADF Group. He has been instrumental in expansion of the business and promoting the company’s products in international markets, development of Brands and creating new markets for the products in U.K. USA, Gulf, Australia, Europe etc. He is also on the Board of several public limited companies. He is a Member of Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility (CSR) Committee and Allotment Committee of the Company.


(xi) Mr. M. N. rao (Non-executive Director, Independent)

Mr. M. N. Rao, aged 78 years, is Science Graduate and Mechanical Engineer. He has worked with IDBI and has wide experience in Cement Industry.

He joined the Board of the Company in May, 2014.

(xii) Mr. K. N. bhandari (Non-executive Director, Independent)

Mr. K. N. Bhandari, aged 73 years, has done B.A., LL.B. He is the Ex-Chairman-cum-Managing Director of The New India Assurance Company Limited and United India Insurance Company Limited. Mr. Bhandari is having rich experience in the Insurance Industry. He is also on the Board of several public limited companies.

He joined the Board of the Company in May, 2014.

(xiii) Mrs. bhagyam ramani (Non-executive Director, Independent)

Mrs. Bhagyam Ramani, aged 63 years, is a Post Graduate in Economic (Hons) with specialization in Industrial & Monetary Economics and retired as Director & General Manager of General Insurance Corporation of India, a Government of India Undertaking. She has more than 4 decades experience in various fields including finance and accounts. She is also on the Board of several public limited companies.

She joined the Board of the Company in May, 2014.

(xiv) Mr. M. s. gilotra (Managing Director, Non-Independent)

Mr. M.S. Gilotra, aged 65 years, is a Mechanical Engineer from BITS, Pilani. He has total experience of more than 4 decades. His total experience includes 21 years tenure with Associated Cement Companies Ltd (ACC). During his career, he has acted as head of operations of various cement units and has also been extensively involved in reviewing feasibility of new ventures, project execution and management. Mr. Gilotra is in charge of day-to-day operations of the Company and has substantial power of management. He is also the Managing Director of Saurashtra Cement Limited. He is a Member of Audit Committee, Corporate Social Responsibility (CSR) Committee and Stakeholders Relationship & Grievances Committee of the Company.

He joined the Board of the Company in June, 1995.

3.2 Directors resigned during the year.

During the year under review, Mr. Sanat Mehta and Dr. Kala S. Pant resigned as Directors of the Company with effect from 9.6.2014 and 18.9.2014 respectively. Mr. A. B. Shah, resigned as Nominee Director of Gujarat Industrial & Investment Corporation Limited w.e.f. 2.1.2015 as in his place, Mr. Y. K. Vyas was appointed as Nominee Director w.e.f. 10.2.2015.

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3.3 appointment / re-appointment of Directors

Mr. Hemnabh Khatau shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Jay Mehta and Mr. M. S. Gilotra have been reappointed as Executive Vice Chairman and Managing Director respectively for a further period of 5 years from 1st January, 2016 to 31st December, 2020 and remuneration payable over a period of 3 years from 1st January, 2016 to 31st December, 2018.

The brief resume of the Directors proposed to be re-appointed is appended to the Notice of the Annual General Meeting.

3.4 Meetings, agenda and proceedings etc. of the board Meeting.

During the financial year under review, 4 Board Meetings were held on the 31st May, 2014, 5th August, 2014, 5th November, 2014 and 10th February, 2015. The Directors are also given an option of attending the board meeting through Video conferencing. The last Annual General Meeting (AGM) was held on 18th September, 2014. The details of attendance at Board Meetings and at the last Annual General Meeting during the year under review are as under:-

sr. No.

Name of the Director Category No. of board

Meetings attended

attendance of last agM

1. Mr. M. N. Mehta Chairman, Non-Executive, Non-Independent 3 No2. Mr. Jay Mehta Executive Vice Chairman, Non-Independent 4 No3. Mrs. Juhi Chawla Mehta Non-Executive, Non-Independent 3 No4. Mr. Hemnabh Khatau Non-Executive, Non-Independent 3 No5. Mr. Venkatesh Mysore Non-Executive, Non-Independent 3 No6. Mr. Y. K. Vyas (w.e.f.10.2.2015) Non-Executive, Non-Independent - -7. Mr. M. L. Tandon Non-Executive, Independent 3 No8. Mr. P. K. Behl Non-Executive, Independent 4 Yes*9. Mr. S.V.S.Raghavan Non-Executive, Independent 1 No10. Mr. Bimal Thakkar Non-Executive, Independent 3 No11. Mr. M.N.Rao Non-Executive, Independent 4 No12. Mr. K. N. Bhandari Non-Executive, Independent 4 No13. Mrs. Bhagyam Ramani (w.e.f. 5.8.2014) Non-Executive, Independent 3 No14. Dr. Kala S. Pant (ceased to be Director w.e.f. 18.9.2014) Non-Executive Director, Non-Independent 2 No15. Mr. A. B. Shah (ceased to be Director w.e.f. 2.1.2015) Non-Executive, Non-Independent 1 No16. Mr. M.S. Gilotra Managing Director, Non-Independent 4 Yes

*as Alternate Chairman of the Audit Committee

separate Meeting of Independent Directors:

As per Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 26th March, 2015 to review the performance of Non-Independent Directors and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information necessary for the Board to discharge its duties between the Company’s management and its Board.

agenda:

The agenda papers backed by the following information (except for the price sensitive information, which is circulated at the meeting) are circulated to the Directors seven days prior to the Board Meeting. Additional agenda in the form of ‘Other Business” are included with the permission of the Chairman.

Information to the board of Directors

The following information is placed before the Board:

v Annual Revenue Budget and Capital Expenditure plans.v Quarterly and annual financial results and results of operations.v Budget and Financial plans of the Company.v Formation / Reconstitution of Board Committees and Terms of Reference of Board Committees.v Minutes of Meetings of Audit Committee, Nomination & Remuneration Committee, Finance & Legal Committee, Stakeholders

Relationship & Grievances Committee, Allotment Committee and Subsidiary Companies.

v Fatal or serious accidents or dangerous occurrences, any material effluent or pollution problems.

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v Any material or default, in meeting any financial obligation to and by the Company or substantial non-payment of goods sold, services rendered, if any.

v Any issue, which includes possible public or liability claims of substantial nature, including any judgment or order, if any, which may have passed strictures on the Company.

v Developments in respect of Human Resources.v Compliance or Non-compliance of any Regulatory, Statutory or Listing requirement and Investor services such as non payment

of dividend, delay in share transfer etc.

Invitees & Proceedings:

Apart from the Board members, the Company Secretary and CFO are invited to attend all the Board Meetings. Other senior management executives are also invited to provide inputs for the items being discussed by the Board. The Managing Director and CFO makes presentation on the quarterly and annual operating and financial performance and on annual budget. The Chairman of various Board Committees brief the Board on all the important matters discussed and decided at their respective committee meetings, which are generally held prior to the Board Meeting.

3.5 Other Directorships

None of the Directors is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Director acts as a member of more than 10 committees or acts as a chairman of more than 5 committees across all Public Limited Companies in which he/she is a Director.

The details of the Directorships and Committee memberships in other Companies (excluding Private Limited Companies & Foreign Companies) held by the Directors as on 31st March, 2015 are given below:

sr. No

Name of the Director OtherDirectorships

Committee PositionsChairman Member

1. Mr. M. N. Mehta, Chairman, Non-Executive, Non-Independent 6 - -2. Mr. Jay Mehta, Executive Vice Chairman, Non-Independent 7 - 23. Mrs. Juhi Chawla Mehta, (w.e.f. 31.5.2014), Non-Executive, Non-Independent - - -4. Mr. Hemnabh Khatau, Non-Executive, Non-Independent 6 - -5. Mr. Venkatesh Mysore, Non-Executive, Non-Independent 1 - -6. Mr. Y. K. Vyas, (w.e.f.10.2.2015), Non-Executive, Non-Independent 1 - -7. Mr. M. L. Tandon, Non-Executive, Independent 9 - -8. Mr. S. V. S. Raghavan, Non-Executive, Non-Independent 1 1 19. Mr. P. K. Behl, Non-Executive, Independent 1 - -10. Mr. Bimal Thakkar, Non-Executive, Independent 3 - 111 Mr. M. N. Rao, (w.e.f. 31.5.2014), Non-Executive, Independent 1 1 112. Mr. K. N. Bhandari, (w.e.f. 31.5.2014), Non-Executive, Independent 8 1 213. Mrs. Bhagyam Ramani, (w.e.f. 5.8.2014), Non-Executive, Independent 7 - 514. Mr. M. S. Gilotra, Managing Director, Non-Independent 1 - -

3.6 Familiarization Programme of the Independent Directors:

In accordance with the requirements of Clause 49 of the Listing Agreement, the Company conducted a Familiarization Programme for all Independent Directors on 26th March, 2015. The Independent Directors were made familiar with the Role and duties of the Independent Directors under the Companies Act, 2013 and Listing Agreement and with the nature of the industry in which the company operates, business model of the company.

The programme was conducted by the veterans of the respective fields. Further details of the programme is available at the following link: http://gscl.mehtagroup.com/announcements/familiarization-program-for-independent-directors-for-the-year-2014-15.

3.7 evaluation of the board’s Performance

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

4. aUDIT COMMITTee:

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Company’s internal controls and financial reporting process.

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The Audit Committee of the Board comprises of 4 Non-Executive Directors. Viz. Mr. S. V. S. Raghavan, Mr. M. L. Tandon, Mr. P. K. Behl and Mr. Bimal Thakkar, all Independent Directors. Mr. S. V. S. Raghavan is the Chairman of the Audit Committee. Mr. M. S. Gilotra, Managing Director was inducted as Member of the Committee w.e.f. 10.2.2015.

During the year under review, the Audit Committee Meetings were held on 31.5.2014, 5.8.2014, 5.11.2014 and 10.2.2015. Partners/Representative from M/s. Haribhakti & Co., Chartered Accountants -Internal Auditors, M/s Manubai & Shah, Chartered Accountants-Statutory Auditors also attended the meetings.

Details of Audit Committee Meetings attended by the Audit Committee Members are given below:

Members of audit Committee No. of meetings held No. of Meetings attended

Mr. S. V. S. Raghavan, Chairman 4 1

Mr. M. L. Tandon, Member 4 3

Mr. P. K. Behl, Member 4 4

Mr. Bimal Thakkar, Member 4 3

The approved minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meetings.

Mr. P. K. Behl was appointed as Alternate Chairman to Mr. S. V. S. Raghavan, Chairman of the Audit Committee and attended the Annual General Meeting of the Company held on 18.9.2014.

Terms of reference To:

1. Oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of Auditors of the Company;

3. Approve payment to Statutory Auditors for any other services rendered by them.

4. Review the management, the annual financial statements and auditor’s report thereon before submission, to the board for approval.

5. Review, with the management, the quarterly financial statements before submission to the board for approval;

6. Review, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

8 Approve transactions of the Company with related parties and any subsequent modification;

9. Scrutinize inter-corporate loans and investments;

10. Consider valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluate internal financial controls and risk management systems;

12. Review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discuss with Internal Auditors of any significant findings and follow up there on;

15. Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

16. Discuss with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. Review the functioning of the Whistle Blower / Vigil Mechanism;

19. Approve appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carry any other function as is mentioned in the terms of reference of the Audit Committee;

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5. COrPOraTe sOCIaL resPONsIbILITY (Csr) COMMITTee

The Board has constituted a CSR Committee as required under Section 135 of the Companies Act, 2013 comprising of the following Directors.

1. Mr. Jay Mehta - Executive Vice Chairman2. Mr. M. S. Gilotra - Managing Director3. Ms. Juhi Chawla Mehta - Member4. Mr. Bimal Thakkar - Member

During the year under review, the Committee had one meeting held on 5th November, 2014 which was attended by all the Members. The Company has a policy in place on the Corporate Social Responsibility.

Terms of reference:

a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Section 135 of Companies Act, 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII;

b) To recommend the amount of expenditure to be incurred on the activities referred to in clause (a);

c) To monitor the CSR Policy of the Company from time to time; and

d) Such other Terms of Reference as may be specified from time to time under the Companies Act, 2013, Rules thereunder and Schedule VII of the Act.

6. NOMINaTION aND reMUNeraTION COMMITTee

The Nomination and Remuneration Committee comprises of three Independent Directors viz. Mr. S. V. S. Raghavan, Mr. P. K. Behl and Mr. M. L. Tandon. Mr. S. V. S. Raghavan is the Chairman of the Nomination and Remuneration Committee.

During the year under review, two meetings of Nomination and Remuneration Committee was held on 5.8.2014 and 10.2.2015.

Details of Nomination and Remuneration Committee Meetings attended by the Members are given below:

sr. No.

Members of Nomination and remuneration Committee No. of meetings held No. of meetings attended.

1. Mr. S.V.S.Raghavan (Chairman) 2 12. Mr. M. L. Tandon (Member) 2 23. Mr. P. K. Behl (Member) 2 2

The approved Minutes of the Nomination and Remuneration Committee Meetings are perused and noted by the Board of Directors at the subsequent Board Meetings.

Terms of reference

1. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulate of criteria for evaluation of Independent directors and the Board;

3. Devise a policy on Board diversity;

4. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board, their appointment and removal.

DeTaILs OF reMUNeraTON OF DIreCTOrs FOr THe FINaNCIaL Year 2014-15.

executive Directors :

Name salary & allowances (` in lacs)

Contribution to PF/ superannuation (`in lacs)

Total (` in lacs)

Mr. Jay M. Mehta, Executive Vice Chairman 259.71 20.60 280.31Mr. M. S. Gilotra, Managing Director 116.02 12.14 128.16

Non-executive Directors :

The Directors were paid sitting fees of ` 20,000/- per meeting upto 31.5.2014 and thereafter the fees was increased to ` 50,000/- per meeting for attending the meeting of the Board, Audit Committee and Nomination & Remuneration Committee. The sitting fees is ` 20,000/- per meeting for Stakeholders & Relationship Grievances Committee, CSR Committee, Allotment Committee or any other Committee of the Board attended by them.

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Director No. of board Meetings attended

No. of Committee meetings attended

Total amount of sitting fees paid `

Mr. M. N. Mehta, Chairman 3 - 3 1,20,000Mr. M. L. Tandon 3 5 8 4,00,000Mr. S. V. S. Raghavan 1 2 3 1,50,000Mr. P. K. Behl 4 6 10 4,40,000Mr. Bimal Thakkar 3 6 9 3,00,000Mr. Hemnabh Khatau 3 - 3 1,20,000Dr. (Ms) Kala S. Pant(Ceased to be Director w.e.f. 18.9.2014)

2 1 3 1,10,000

Mr. Venkatesh Mysore 3 4 7 2,30,000Mr. A. B. Shah, GIIC Nominee (Ceased to be Director w.e.f. 2.1.2015)

1 - 1 50,000

Ms. Juhi Chawla Mehta (w.e.f. 31.5.2014) 3 - 3 1,20,000Mr. M.N. Rao (w.e.f. 31.5.2014) 4 - 4 1,70,000Mr. K. N. Bhandari (w.e.f. 31.5.2014) 4 - 4 1,70,000Mrs. Bhagyam Ramani (w.e.f. 5.8.2014) 3 - 3 1,50,000Total 25,30,000

Note : The Company has not issued any stock options to any Directors.

7. sTaKeHOLDers reLaTIONsHIP & grIeVaNCes COMMITTee

The Committee consist of following Directors viz. Mr. Jay Mehta, Mr. Venkatesh Mysore and Mr. M. S. Gilotra. Mr. Venkatesh Mysore is the Chairman of the Committee. Mr. V. R. Mohnot, CFO & Company Secretary is designated as the Compliance Officer who overseas the redressal of the investor grievances.

During the year, the Committee had four meetings on 31.5.2014, 5.8.2014, 5.11.2014 and 10.2.2015.

Members of stakeholders relationship & grievances Committee No. of meetings held No. of meetings attended

Mr. Jay Mehta, Executive Vice Chairman 4 4Mr. M. S. Gilotra, Managing Director 4 4Mr. Venkatesh Mysore 4 -

During the year, the Company received 34 complaints / letters from the shareholders which were attended to / resolved satisfactorily. All requests for transfer of shares have been processed normally within the prescribed time.

The approved minutes of the Stakeholders Relationship & Grievances Committee are noted by the Board of Directors at the subsequent Board Meeting.

Terms of reference

The Committee is responsible to resolve the grievances of Security holders of the Company as well as specifically look into the redressal of grievances of shareholders, debenture holders and other stakeholders including complaints related to transfer of shares, non receipt of Balance Sheet and non receipt of declared dividends.

8. rIsK MaNageMeNT COMMITTee

The revised Clause 49 mandates constitution of the Risk Management Committee. Accordingly, the Board at its meeting held on 5th November, 2014 constituted Risk Management Committee comprising of Mr. Jay Mehta, Executive Vice Chairman, Mr. M.S. Gilotra, Managing Director and Mr. S. C. Khanna, Executive Director (Operations & Projects) as Members of the Committee. The Company Secretary of the Company is the Secretary of the Committee.

risk Management Principles

The Company has formulated a Risk management policy. The principles contained in the policy will be applied at both corporate and operational levels to all locations within the Company. These are broadly divided in two parts viz. General Principles and Specific Principles.

The general principles are :

- all risk management activities will be aligned to corporate aims, objectives and organizational priorities of the company.

- Risk analysis will form part of the company’s strategic planning, business planning and investment/project appraisal procedures.

16

- Managers and staff at all levels will have a responsibility to identify, evaluate and manage and report risks.

- Risks will be primarily managed by the business functions transacting the business, which gives rise to risks.

- The company will foster a culture, which provides for spreading best practice, lessons learnt, and expertise acquired from risk management activities across the Company for benefit.

The specific principles are :

- Risk Management in the Company should be proactive and reasoned. Corporate and operational risks should be identified, objectively assessed, and actively managed;

- The aim is to anticipate, and where possible, avoid risks rather than dealing with their impact. However for some key areas where the likelihood of a risk occurring is relatively small, but the impact on the Company is high, the Company may cover that risk by developing contingency plans, e.g. Business Continuity Plans. This will allow the Company to contain the negative effect of unlikely events which might occur.

- In determining an appropriate response, the cost of control/risk management, and the impact of risks occurring will be balanced with the benefits of reducing risk. This means that the Company will not necessarily set up and monitor controls to counter risks where the costs and efforts are disproportionate to the impact expected benefits.

- The Company recognizes that some risks can be managed by transferring them to a third party for e.g. by out sourcing, or possibly, by insurance.

Based on the above principles, the Board at its meeting held on 4th August, 2014 adopted Risk Management Charter and Policy which is posted on the website of the Company.

During the year under, the Committee had one meeting on 6th February, 2015 which was attended by all the members.

9. VIgIL MeCHaNIsM / WHIsTLe bLOWer POLICY

Keeping in line with the philosophy of Open Communication and Transparency practiced by the Company, the Policy is formulated to provide an opportunity to the directors and employees of the Company to approach the Audit Committee in good faith, when they suspect or observe unethical or wrongful practices, malpractices, non-compliance of company policies etc.

The name, address and contact no. of the Chairman of the Audit Committee is given below:

Name of the Chairman address Contact No(s).Mr. S. V. S. Raghavan Gujarat Sidhee Cement Limited, 2nd Floor, N. K. Mehta International House,

178, Backbay Reclamation, Mumbai 400 020022-66365444

This policy is applicable to all the directors and employees of the Company. The policy is also posted on the website of the Company.

10. geNeraL bODY MeeTINgs:

(i) annual general Meetings

The details of General Meetings of the Company held in last three years are as under:

Financial Year Date Time Venue Dividend declared2013-14 18.9.2014 4.30 p.m. Registered Office at “Sidheegram” Off Veraval-Kodinar

Highway, Pin Code 362 276, Dist. Gir SomnathNil

2012-13 30.7.2013 10.00 a.m. -do- Yes2011-12 26.6.2012 10.00 a.m. -do- Nil

No resolutions were put for voting through postal ballot.

(ii) extraordinary general Meetings:

No Extraordinary General Meeting was held during the year.

(iii) special resolutions:

Nil.

11. DIsCLOsUres:

i) Transactions with related Party/Material Nature

During the year, there were no transactions of material nature with the Promoters, the Directors, Management or their subsidiaries or relatives of the Directors that had potential conflict with the Company. Suitable disclosures as required by the Accounting Standards (AS 18) has been made in the Annual Report.

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ii) Penalties, strictures by stock exchange (s) / sebI

No penalties or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets.

iii) related Party Transactions

The details of all transactions with related parties are placed before the Audit Committee and Board. The company has a policy on dealing with the related party transactions. The related party transactions policy is available on the website of the company. The web link to the same is http://gscl.mehtagroup.com/policy/related-party-transactions.policy

iv) Policy for determining the Material subsidiaries:

The company has a policy for determining the “ Material Subsidiaries” in place. The said policy is available at web link http://gscl.mehtagroup.com/policy/material-subsidiary-policy

v) Disclosure of accounting Treatment:.

In preparation of Financial Statements, the Company has followed the Accounting Standards as notified under Companies (Accounting Standards) Rules 2006, as applicable.

vi) Disclosure on risk Management:

The Company has laid down procedure on the risk assessment and minimization procedures, which is periodically reviewed by the Company.

vii) Code of Conduct;

The Board has formulated a Model Code of Conduct for the Board Members and Senior Management of the Company. The Board members and senior management personnel have affirmed their compliance with the code and a declaration signed by them was placed before the Board. A declaration by the CEO and CFO to the effect that the Board of Directors and the senior management has complied with the Code of conduct forms part of this report.

viii) CEO/CFOCertification

A CEO/CFO certificate on the Audited / Unaudited Financial Statements of the Company for each quarter and annual financial results were placed before the Board.

Ix) Policy on Prohibition, Prevention and redressal of sexual Harassment of Women at Workplace

The Company has in place, a formal policy on Prohibition, Prevention and redressal of sexual Harassment of Women at Workplace (the Policy) and matters connected therewith or incidental thereto covering all the aspects as contained under the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013” notified by the Government of India vide Gazette Notification dated 23rd April 2013. Detailed mechanism has been laid down in the policy for reporting of cases of sexual harassment to ‘Internal Complaints Committee’ comprising senior official of the Company and an independent member from NGO, constituted under this policy for conducting of inquiry into such complaints, recommending suitable action during the pendency and/or completion of the inquiry including strict disciplinary action including termination of the services.

12. MeaNs OF COMMUNICaTION:

The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately after these are approved by the Board. These results are published in Jaihind in Rajkot and in Financial Express, in Ahmedabad and Mumbai. The Company has not sent the reports to each household of shareholders. The Company has not made any presentation to the Institutional Investors or Analysts. These results are simultaneously posted on the website of the Company at http://gscl.mehtagroup.com/investors/financials and Electronic Data Information Filing and Retrieval (EDIFAR) website maintained by SEBI.

13. geNeraL sHareHOLDers INFOrMaTION:

i) Audited results for the current Financial Year ended 31st March 2015.

15th May 2015

ii) Board Meeting for consideration of unaudited results Quarter I (ended 30.6.2014)

Quarter II (ending 30.9.2014)

Quarter III (ending 31.12.2014)

Quarter IV (ending 31.3.2015)

Within the period as stipulated under the Listing Agreement with the Stock Exchange from time to time.

iii) Annual General Meeting is proposed to be held Tuesday, the 22nd September, 2015iv) Date of Book closure Monday, the 14th September, 2015 to Tuesday, the 22nd September

2015 (both days inclusive)

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v) Listing of equity shares on stock exchange at:

s. No.

Name(s) of the stock exchange stock Code

a) The Bombay Stock Exchange Limited (BSE)Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.

518029Demat ISIN No.INE542A01039

b) The National Stock Exchange of India Limited (NSE)Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051.

GSCLCEMENT

vi) Listing Fees:

The Company has paid Listing Fees for the Financial Year 2015-16 to the Bombay Stock Exchange Ltd., (BSE) and National Stock Exchange of India Ltd (NSE), where the Company’s shares are listed.

vii) registrar & share Transfer agent:

The Company has appointed “M/s.Link Intime India Pvt Ltd.” as Registrar and Transfer Agent for transfer of physical shares and connectivity lines for demat of shares. The Registrar also accepts and attends to complaints of Investors. Investors complaints are given top priority by them and are replied promptly.

No complaint received from the shareholders / investors is pending as on 31.3.2015 relating to transfer of shares.

viii) share Transfer system

The Share Transfer in physical form are processed by the Registrars and Transfer Agents and duly transferred share certificates are returned within a period of 15 to 20 days from the date of receipt provided that the documents are found to be in order.

The shares held in demat form are transferred electronically through the depositories, i.e. CDSL & NSDL.

ix) Distribution of shareholding as on 31.3.2015:

No. of equity shares held No. of shareholders % No. of shares held %1-500 63346 92.45 6427140 15.18

501-1000 2356 3.44 1843239 4.351001-2000 1443 2.11 2086575 4.932001-3000 516 0.75 1301065 3.073001-4000 183 0.27 657261 1.554001-5000 188 0.27 899577 2.12

5001-10000 244 0.35 1762289 4.1610001-above 245 0.36 27376706 64.64

TOTaL 68521 100.00 42353852 100.00

x) ShareholdersProfileason31.3.2015:

Category No. of share-holders % No. of shares held %Promoter Group Companies 18 0.03 18238963 43.06Bodies Corporate 704 1.03 3192346 7.54NRIs 547 0.80 588508 1.39FIIs 11 0.02 23175 0.05Financial Institutions 1 - 275 -Banks 6 0.01 749902 1.78Mutual Fund 7 0.01 31256 0.07Overseas Corporate Bodies 2 - 8550 0.02Indian Public 67225 98.10 19520877 46.09Total 68521 100.00 42353852 100.00

xi) Dematerialization of shares:

As on 31.3.2015, 4,10,17,795 equity shares constituting 96.85% of the Company’s total paid-up share capital were held in dematerialized form with NSDL and CDSL.

xii) Outstanding gDr or Warrants or any Convertible Instruments, Convertible Debentures etc.

The Company’s capital comprises only of Equity shares and the Company does not have any outstanding ADRs, GDRs, Warrants or any Convertible instruments. No stock option has been issued by the Company.

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xiii) stock Market price data for the period 2014 - 2015:gsCL Price on bse & Nse

(Rupees)

Month bse Nse

High Low High Low

April 2014 19.40 14.40 19.10 14.50

May 2014 27.89 14.35 27.75 14.20

June 2014 30.90 23.15 30.60 23.00

July 2014 28.95 24.10 28.90 24.20

August 2014 46.40 22.55 46.50 23.30

September 2014 42.85 33.00 42.85 33.10

October 2014 38.25 32.00 38.40 32.00

November 2014 41.50 26.25 41.40 28.80

December 2014 33.30 28.00 35.40 27.50

January 2015 33.30 29.00 33.40 28.55

February 2015 31.45 26.50 31.80 26.25

March 2015 29.75 22.50 29.90 22.10

xiv) stock Performance (Index)

The performance of the Company’s shares in relation to Bombay Stock Exchange Sensex is given in the chart below:-

30000 50.00

45.00

40.00

35.00

30.00

25.00

20.00

15.00

10.00

5.00

25000

20000

15000

10000

Apr

’14

May

’14

Jun’

14

Jul’1

4

Aug

’14

Sep

’14

Oct

’14

Nov

’14

Dec

’14

Jan’

15

Feb’

15

Mar

’15

april 2014 to March 2015

bse sensex gsCL share Price

bs

e s

ense

x

sH

ar

e P

rIC

e O

N b

se

Plant Location :

“Sidheegram” Off Veraval - Kodinar Highway, Dist. Gir Somnath, Pin Code 362 276. Gujarat.

(xv) address for correspondence :

1. Registered Office is situated at “Sidheegram”, Off Veraval-Kodinar Highway, Pin Code 362 276, Dist. Gir Somnath, Gujarat.

E-mail ID : [email protected]

2. Corporate Office : N. K. Mehta International House, 2nd Floor, 178 Backbay Reclamation, Mumbai 400 020.

E-mail ID : [email protected]

20

shareholder correspondence should be addressed to registrars & Transfer agent :

M/s. Link Intime India Pvt Ltd (Unit) Gujarat Sidhee Cement Ltd. C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai 400 078. Tel.: 022-25963838, Fax: 022-25966969

Contact Person : Mr. Sharad Patkar

A separate E-mail ID : [email protected] has been created specifically for investor query / complaints.

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant (DP) regarding change of address, change of Bank Account / Bank nomination etc.

xvi) Mandatory requirement of PaN:

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Registrars & Transfer Agent while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.

14) NON MaNDaTOrY reQUIreMeNTs :

(a) Chairman’sOffice:

The Corporate Office of the Company supports the Chairman in discharging the responsibilities.

(b) shareholders rights.

As the Company’s Financial Results are published in English Newspaper having circulation all over India and in a Gujarati Newspaper widely circulated in Gujarat, the same are not sent to each Shareholder.

(g) Code for Prohibition of Insider Trading

Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has adopted a “Code for Prevention of Insider Trading”. Mr. V.R. Mohnot, CFO & Company Secretary is the “Compliance Officer”. The Code of Conduct is applicable to all the Directors and designated employees.



DeCLaraTION OF COMPLIaNCe WITH THe CODe OF CONDUCT.As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior Management have confirmed compliance with the Code of Conduct and Ethics for the financial year ended 31st March, 2015.



21

41stAnnualReport

aUDITOrs’ rePOrT ON COrPOraTe gOVerNaNCe

To The Members Gujarat Sidhee Cement Limited

We have examined the compliance of conditions of Corporate Governance by Gujarat Sidhee Cement Limited (“the Company”) under Clause 49 of the Listing Agreement with Stock Exchanges for the Financial Year ended March 31, 2015.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring compliance of the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Manubhai & ShahChartered AccountantsFirm Registration No. 106041W

(Darshan Shah)PartnerMembership No. 131508

Place: MumbaiDate: 15th May, 2015

22

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

FOrM FOr DIsCLOsUre OF ParTICULars OF CONTraCTs/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.

1. Details of contracts or arrangements or transactions not at arm’s length basis -

Not applicable.

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any.

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any.

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis

I. (a) Name(s) of the related party and nature of relationship

Saurashtra Cement Limited - associate company

(b) Nature of contracts/arrangements/transactions

a. Sale / Purchase of clinker at market rate.

b. Brand fee for use of Brand “Hathi” as per Brand valuation report.

c. Sharing of common expenses on agreed formula.

All above transactions are at prevailing market price and at arms lenght basis.

(c) Duration of the contracts/arrangements/transactions

On going with the approval of the Board.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any.

Please refer item (b) above.

(e) Date(s) of approval by the Board, if any.

31st May 2014.

(f) Amount paid as advances, if any.

Nil.

Form shall be signed by the persons who have signed the Board’s report.



FOrM NO. aOC-2aNNexUre C

23

41stAnnualReport

seCreTarIaL aUDIT rePOrT

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

FOr THe PerIOD 01-04-2014 TO 31-03-2015

The MembersgUJaraT sIDHee CeMeNT LIMITeDSIDHEEGRAM,VERAVAL JUNAGADHGUJARAT - 362276.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by gUJaraT sIDHee CeMeNT LIMITeD (CIN: L26940gJ1973PLC002245) (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Management’s responsibility for secretarial Compliances

The Company’s management is responsible for preparation and maintenance of secretarial records and for devising systems to ensure compliances with the provisions of applicable laws and regulations.

auditors responsibility

Our responsibility is to express an opinion on the secretarial records, standard and procedures followed by the Company with respect to secretarial compliances.

We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for to provide a basis for our opinion.

Based on our verification of the gUJaraT sIDHee CeMeNT LIMITeD books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period 1st april, 2014 to 31st March, 2015 (“the reporting period”) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period 1st april, 2014 to 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act,1999 and the Rules and Regulation made there under;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:

a. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

b. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

c. Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996.

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the companies act and dealing with client.

We further report that during the reporting period, there were no Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings made by/in the Company and as such the provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made were not applicable.

(vi) We have relied on the certificates obtained by the Company from the Management Committee/Function heads, based on the report received from Designated Managers at various works, offices and sales establishments, there has been due compliance of all laws,

FOrM NO. Mr-3

aNNexUre D

24

orders, regulations and other legal requirements of the central, state and other Government and Legal Authorities concerning the business and affairs of the company.

We are of the opinion that the management has complied with the following laws specifically applicable to the Company:-

1. Income Tax Act, 1961

2. Factories Act, 1948 read with Gujarat Factories Rules, 1963

3. Industrial Disputes Act

4. Industrial Relations Act

5. Payment of Bonus Act and other Labour Legislations.

6. Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.

7. Employee State Insurance Act

We have also examined compliance with applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India - (Notapplicableasyettobenotified)

b) Listing Agreement with BSE Limited

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

The consensus of the members of the Board of Directors is obtained before according consent for the passing of resolutions.

We further report that there are adequate systems and processes in the company commensurate with size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulation and guidelines.

Place: Mumbai Mrs. ragini ChokshiDate : 6th May, 2015

For ragini Chokshi & Co.(Partner)

C.P. NO. 1436FCS NO. 2390

25

41stAnnualReport

DIsCLOsUre OF ParTICULars WITH resPeCT TO CONserVaTION OF eNergY

Technology absorption & Foreign Exchange earnings & out go as required under Section 134(3) of the Companies Act, 2013 & forming part of report for the year ended 31-03-2015.

a. Conservation of energy :

a) energy Conservation Measures Taken:

1. Modification in Preheater Cyclones to reduce the Specific Fuel Consumption & Power consumption. Specific Fuel consumption reduced from 870 Kcal/Kg of clinker to 810 Kcal/Kg of clinker and Specific Power consumption reduced from 30 kWh/T of clinker to 28 kWh/T of clinker.

2. High efficiency impeller installed in Cooler ESP fan. Reduced the power consumption from 120 kWh to 95 kWh.

3. VFD installed in Primary Air Fan. Reduced the power consumption from 105 kWh to 80 kWh.

4. GRR Modification in Calciner string Fan to control the Fan rpm. Reduced the power consumption from 1115 kWh to 1060 kWh.

5. VFD installed in Bag house Reverse air Fan and reduced the power consumption from 32 kWh to 20 kWh @ 14 running hrs/day.

6. Kiln string fan motor changed from 1250kWh to 875 kWh. Reduced the power consumption from 795 kWh to 675 kWh.

b) additional Investment & Proposal, if any, being implemented for reduction of energy.

1. Installation of MV Drive for RABH fan will help reduce power by 150 KW.

c) Impact of the Measurers at (a) & (b) above.

Reduction in Energy consumption

d) Total energy Consumption & energy consumption per unit of Production as per Form a of the annexure.

b. Technology absorption : given in prescribed Form - b attached

C. Foreign exchange earning & Outgo

a. Activities relating to exports, initiatives taken to increase exports, development of new export market for products and services and export plans:

Exploring new market for exports of Clinker and Cement.

b. Total Foreign Exchange used and earned.

2014-15(` In lacs)

2013-14(` In lacs)

Foreign Exchange Earned 489.18 67.83Foreign Exchange Used 2619.74 1666.53

aNNexUre e

26

FOrM - a (Form of Disclosure of particulars with respect to Conservation of Energy)

sr. No.

Particulars 2014-15 2013-14

a POWer & FUeL CONsUMPTION

1 electricity

a) Purchased

Unit (Kwh) - lacs 1237.50 1167.61

Total Amount (` in lacs) 9228.88 6460.32

Rate / Unit (`) 7.46 5.53

b) Own generation

i Through Diesel generation Nil Nil

ii Fuel Cost / Electricity Duty Nil Nil

iii Through Steam Turbine / Generator Nil Nil

2 Coal & Other Fuel Used as Kiln/Fuel

Quantity (in Million K.Cal) 1110388 1023293

Total Cost (` in lacs) 11956.90 11227.09

Average rate (` in Million K.Cal) 1076.82 1097.15

3 H.s.D. / L.D.O / H.F.O

Quantity in (K.Ltrs) 284.22 226.17

Total Cost of (` in lacs) 105.71 142.41

Average rate (` in K.Ltrs) 37192.42 62966.91

4 Other / Internal generation Nil Nil

b CONsUMPTION Per UNIT OF PrODUCTION

Electricity (KWH/T. of Cement)* 92.02 95.45

Diesel (Ltr/T. of Clinker) 0.22 0.19

Coal / Lignite (K.Cal/Kg. of Clinker) 871 876

Others Nil Nil

*Net of non productivity of Power

27

41stAnnualReport

FOrM - b (Form for Disclosure of Particulars with respect to Absorption)

a. researCH aND DeVeLOPMeNT (r&D):

1. researCH aND DeVeLOPMeNT Has beeN CarrIeD OUT FOr IMPrOVeMeNT IN THe FOLLOWINg areas:

a. Optimisation of raw mix designs.

2. FOLLOWINg beNeFITs Were DerIVeD OF THe abOVe r & D:

Improved Clinker Quality & Cement Grinding

3. FUTUre PLaN OF aCTION:

a. Close circuiting of cement mills to improve cement quality and increase output.

b. Loss in Weight System for Kiln and Calciner coal firing.

c. Raw Mill Dynamic separator to increase production and enhance quality.

d. Installation of waste heat recovery system.

e. Energy Reduction initiates through MVD & VFD for various identified drives across the plant.

4. exPeNDITUre ON r & D:

(` in lacs)a. Capital Nilb. Recurring Nilc. Total Nild. Total R & D expenditure as a percentage of total turnover N.A

b. TeCHNOLOgY absOrPTION, aDaPTaTION aND INNOVaTION:

Information regarding technology imported during the last five years:

a. Technology Imported

1. Clinker cooling by IKN Kids stationary grate - IKN Germany

2. Improved flame characteristics by burner pipe - Pillard, France.

3. Installation of membrane type filter bags - Gore, USA

4. Auto Fan Balancer for PC Fan - Hofmann, Germany

b. Year of Import

1. 2012

2. 2012

3. 2012-13

4. 2013

c. Has Technology been fully absorbed Yes.

d. If not fully absorbed, areas where this has not

been taken place, reason thereof and future plan of action. N.A.

28

FOrM NO. MgT 9exTraCT OF aNNUaL reTUrN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. regIsTraTION & OTHer DeTaILs:

1. CIN L26940GJ1973PLC0022452. Registration Date 29th March, 19733. Name of the Company GUJARAT SIDHEE CEMENT LIMITED4. Category/Sub-category of the Company Company Limited by Shares / Indian Non-Government Company5. Address of the Registered office &

contact detailsOff Veraval-Kodinar Highway, Sidheegram – 362 276, Tal: Sutrapada, District: Gir Somnath, GujaratTel. No. 02876-268200, Fax : 02876-268540E-Mail : [email protected], Website: www.gujaratsidheecementlimited.com

6. Whether listed company Yes7. Name, Address & contact details of the

Registrar & Transfer Agent, if any.Link Intime India Pvt. Ltd., C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 078Tel No. 022 25963838, Fax : 022-25946969

II. PrINCIPaL bUsINess aCTIVITIes OF THe COMPaNY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

s. No.

Name and Description of main products / services NIC Code of the Product/service

% to total turnover of the company

1 Clinker & Cement 3241 100% III. ParTICULars OF HOLDINg, sUbsIDIarY aND assOCIaTe COMPaNIes

s. No

Name and address of the Company CIN/gLN Holding / subsidiary/ associate

% of shares held applicable section

1 Villa Trading Company Private Limited U51900MH1994PTC076992 Subsidiary 100 2(87)

IV. sHare HOLDINg PaTTerN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise share Holding

Category of shareholders No. of shares held at the beginning of the year

No. of shares held at the end of the year

% Change during

the year Demat Physical Total % of Total shares

Demat Physical Total % of Total shares

a. Promoter s (1) Indian a) Individual/ HUF 1152600 0 1152600 3.19 1154525 5950 1160475 2.74 -0.45 b) Central Govt. 0 0 0 0 0 0 0 0 0 c) State Govt.(s) 2063174 0 2063174 5.71 8252697 - 8252697 19.48 13.77 d) Bodies Corp. 4565446 0 4565446 12.63 7747041 - 7747041 18.29 5.66 e) Banks / FI 0 0 0 0 0 0 0 0 0 f) Any other 0 0 0 0 0 0 0 0 0sub –Total (a)(1) 7781220 0 7781220 21.53 17154263 5950 17160213 40.51 18.98(2) Foreign a) NRIs- Individuals 0 0 0 0 0 0 0 0 0 b) Other - Individuals 0 0 0 0 0 0 0 0 0 c) Bodies Corp. 4659129 0 4659129 12.89 1078750 0 1078750 2.55 10.34 d) Banks / FI 0 0 0 0 0 0 0 0 0 e) Any other 0 0 0 0 0 0 0 0 0sub –Total (a)(2) 4659129 0 4659129 12.89 1078750 0 1078750 2.55 10.34Total shareholding of Promoter (a)=(a)(1)+(a)(2)

12440349 0 12440349 34.42 18233013 5950 18238963 43.06 8.64

b. Public shareholding1. Institutions a) Mutual Funds 0 31256 31256 0.09 0 31256 31256 0.07 - 0.02 b) Banks / FI 723377 26800 750177 2.07 723377 26800 750177 1.78 0.29 c) Central Govt. 0 0 0 0 0 0 0 0 0 d) State Govt.(s) 0 0 0 0 0 0 0 0 0

aNNexUre F

29

41stAnnualReport

Category of shareholders No. of shares held at the beginning of the year

No. of shares held at the end of the year

% Change during

the year Demat Physical Total % of Total shares

Demat Physical Total % of Total shares

e) Venture Capital Funds 0 0 0 0 0 0 0 0 0 f) Insurance companies 0 350 350 0 0 0 0 0 0 g) FIIs 0 23175 0 0.06 - 23175 23175 0.05 0.01 h) Foreign Venture Capital

Funds0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0sub-total (b)(1):- 723377 81581 804958 2.22 723377 81231 804608 1.90 0.322. Non-Institutionsa) bodies Corp. i) Indian 3403586 168594 3572180 9.88 3052527 139819 3192346 7.54 2.34 ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders

holding nominal share capital upto ` 1 lakh

12919617 1065227 13984844 38.68 12718759 1021680 13740439 32.44 6.24

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

4275551 22700 4298251 11.89 5355567 22700 5378267 12.70 0.81

c) Others (specify) Non Resident Indians 482238 55824 538062 1.49 533559 54949 588508 1.39 0.10 Overseas Corporate Bodies 0 8550 8550 0.03 0 8550 8550 0.02 0.01 Foreign Companies 0 0 0 0 0 0 0 0 0 Clearing Members 505105 0 505105 1.40 400618 0 400618 0.95 0.45 Office Bearers 0 1178 1178 0 0 1178 1178 0 0 Trusts 375 0 375 0 375 0 375 0 0 Foreign Investor 0 0 0 0 0 0 0 0 0sub-total (b)(2):- 21586472 1322073 22908545 63.36 22061405 1248876 23310281 55.04 8.32Total Public shareholding (b)=(b)(1)+(b)(2)

22309849 1403654 23713503 65.58 22784782 1330107 24114889 56.94 8.64

C. shares held by Custodian for gDrs & aDrs

0 0 0 0 0 0 0 0 0

grand Total (a+b+C) 34750198 1403654 36153852 100.00 41017795 1336057 42353852 100.00 0b) shareholding of Promoter-

s. No

shareholder’s Name shareholding at the beginning of the year

shareholding at the end of the year

% change in shareholding

during the year

No. of shares

% of total shares of the

company

%of shares Pledged /

encumbered to total shares

No. of shares


company

%of shares Pledged /

encumbered to total shares

1. Sumraj Holdings Pvt. Ltd 636923 1.76 0 101779 0.24 0 - 1.522 Sumraj Holdings Pvt. Ltd 353850 0.98 0 353850 0.84 0 - 0.143 Sunnidhi Trading Pvt Ltd 875000 2.42 0 1000 0 0 -2.424 Ria Holdings Ltd 742500 2.05 0.90 742500 1.75 0.77 -0.35 Prachit Holdings Ltd 742500 2.05 0.90 742500 1.75 0.77 -0.36 Pranay Holdings Ltd 740000 2.05 0.90 740000 1.75 0.77 - 0.37 Sameta Exports Pvt. Ltd. 275 0.00 0 275 0.00 0.00 08 Sameta Export Pvt. Ltd. 475 0.00 0 475 0.00 0.00 09 Shree Anandeya Investments Pvt. Ltd 411761 1.15 1.15 2500 0.01 0.01 - 1.1410 Reeti Investments Ltd 60912 0.17 0.17 60912 0.14 0.14 -0.0311 Gujarat Industrial Investment Corp Ltd 2063174 5.71 0 8252697 19.48 0 13.7712 Juhi Chawla Mehta 1152600 3.19 0 1152600 2.72 0 - 0.4713 Pallor Trading Company Pvt. Ltd 1250 0.00 0 1250 0.00 0 014 Treasurers Trading Limited 101750 0.28 0 101750 0.24 0 - 0.0415 The Arj Investment Limited 4557379 12.61 0 977000 2.31 0 10.0316 Bhadra Consultancy Private Limited 0 0 0 5000000 11.81 0 11.8117 Promilla Subhashchandra Khanna 0 0 0 1925 0 0 018 Atul C. Khanna 0 0 0 5950 0.02 0 0

TOTaL 12440349 34.42 4.02 18238963 43.06 2.45

30

C) Change in Promoters’ shareholding (please specify, if there is no change)

s. No.

Name of the shareholder

Date Particulars shareholding at beginning of the year

Cumulative shareholding during the year

No of shares % of total shares of the

Company

No. of shares


Company1 Bhadra

Consultancy Pvt. Ltd

01.04.2014 At the beginning of the year 0 009.05.2014 Allotment of shares as per the BIFR Order dt

8/1/20135000000 11.81

shares held at the end of the year 5000000 11.812 Gujarat Industrial

Investment Corporation Ltd

01.04.2014 At the beginning of the year 2063174 5.71 2063174 4.8703.09.2014 Allotment as per the BIFR Order dt 8/1/2013 0 0 1200000 2.8308.09.2014 Inter Se Transfer 0 0 4556379 10.7611.09.2014 Inter Se Transfer 0 0 433144 1.02

shares held at the end of the year 8252697 19.483 Sumraj Holding

Pvt. Ltd01.04.2014 At the beginning of the year 990773 2.74 990773 2.3411.09.2014 Inter Se Transfer 0 0 -433144 -1.0214.11.2014 Inter Se Transfer 0 0 -102000 -0.24

shares held at the end of the year 455629 1.084 Sunnidhi Trading

Pvt. Ltd01.04.2014 At the beginning of the year 875000 2.42 875000 2.0614.11.2014 Inter Se Transfer 0 0 -874000 2.06

shares held at the end of the year 1000 0.005 The Arj

Investment Ltd01.04.2014 At the beginning of the year 4557379 0 4557379 10.7608.09.2014 Inter Se Transfer 0 0 -4556379 10.7514.11.2014 Inter Se Transfer 0 0 +874000 2.0614.11.2014 Inter Se Transfer 0 0 +102000 0.24

shares held at the end of the year 977000 2.31 D) shareholding Pattern of top ten shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

s. No

For each of the Top 10shareholders

shareholding at the beginningof the year

Cumulative shareholding during the Year

No. of shares

% of totalshares of the

company

No. of shares

% of totalshares of the

company1 Rajkot Nagarik Sahakari Bank Ltd 1035912 2.87 1035912 2.452. State Bank of India Stressed Assets Management 723077 2.00 723077 1.713. B. Subraya Baliga 0 0 676489 1.604. Sarla Laxminiwas Jaju 356827 0.99 356827 0.845 Bonanza Portfolio Limited 0 0 229093 0.546 Amritlal Kalidas Thosani 0 0 200000 0.477. Anil Bansilal Lodha 318149 0.88 392418 0.938 Altius Finserv Private Limited 268635 0.74 0 09 Pannalal Bhansali 257844 0.71 0 010. Abl Infrastructure Private Limited 216338 0.60 181859 0.4311 Nikhil P. Desai 180000 0.50 180000 0.4312 Dalmia Sec Pvt. Limited 175000 0.48 175000 0.4113 Veba Financials Private Limited 158453 0.44 0 0

The shares of the Company are traded on a regular basis hence datewise increase and decrease of shares is not indicated.e) shareholding of Directors and Key Managerial Personnel:

s. No

Name of the shareholder Date Particulars shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares


company

No. of shares


company1. Juhi Chawla Mehta 1-Apr-2014 At the beginning of the year 1152600 3.19 1152600 2.72

31-Mar-2015 At the end of the year 1152600 2.72 Key Managerial Personnel 1 Mr. M. s. gilotra,

(Managing Director)1-Apr-2014 At the beginning of the year 0 0 0 031-Mar-2015 At the end of the year 0 0 0 0

2 Mr. V. r. Mohnot, (C F O & Co. secretary)

1-Apr-2014 At the beginning of the year 0 0 0 031-Mar-2015 At the end of the year 0 0 0 0

31

41stAnnualReport

V) INDebTeDNess-Indebtedness of the Company including interest outstanding/accrued but not due for payment.

secured Loans

excluding deposits (` In lacs)

Unsecured Loans

(` In lacs)

Deposits (` In lacs)

Total Indebtedness

(` In lacs)

Indebtednessatthebeginningofthefinancialyeari) Principal Amount 2066.85 0 0 2066.85ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 2066.85 0 0 2066.85ChangeinIndebtednessduringthefinancialyear* Addition 0 0 0 0* Reduction 117.80 0 0 117.80Net Change - 117.80 0 0 - 117.80Indebtednessattheendofthefinancialyear i) Principal Amount 1949.05 0 0 1949.05ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 1949.05 0 0 1949.05

VI. reMUNeraTION OF DIreCTOrs aND KeY MaNagerIaL PersONNeL-

a. remuneration to Managing Director, Whole-time Directors and/or Manager:

s. No

Particulars of remuneration

Name of MD/WTD/ Manager Total amount (` In lacs)

Mr. Jay Mehta, executive

Vice-Chairman1-4-2014 to 31-3-2015

(` In lacs)

Mr. M.s gilotra, Managing Director

1-4-2014 to 31-3-2015 (` In lacs)

1 Gross salary (a) Salary as per provisions contained in section 17(1) of

the Income-tax Act, 1961280.31 128.16 408.47

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0(c) Profits in lieu of salary under section 17(3) Income- tax

Act, 19610 0 0

2 Stock Option 0 0 03 Sweat Equity 0 0 04 Commission

- as % of profit- others, specify.

0 0 0

5 Others, please specify 0 0 0 Total (a) 280.31 128.16 408.47 Ceiling as per the Act*

b. remuneration to other directors

s. No

Particulars of remuneration Name of Directors Total amount ` Lakhs

(including TDs)

1 Independent Directors Mr. S. V. S Raghavan

Mr. M.N. Rao

Mr. K. N. Bhandari

Mr. M. L. Tandon

Mr. Bimal Thakkar

Mr. P. K. Behl

Mrs. Bhagyam Ramani

Fee for attending board committee meetings

1.50 1.70 1.70 4.00 3.00 4.40 1.50 17.80

Commission 0 0 0 0 0 0 0 0Others (Sitting Fees) 0 0 0 0 0 0 0 0Total (1) 1.50 1.70 1.70 4.00 3.00 4.40 1.50 17.80

32

s. No

Particulars of remuneration Name of Directors Total amount ` Lakhs

(including TDs)

2 Other Non-Executive Directors Mr. M. N. Mehta

Mr. Hemnabh

Khatau

Ms. Juhi Chawla

Mehta

Mr. Venkatesh

Mysore

Ms. Kala Pant

Mr. A. B. shah

Fee for attending board committee meetings

1.20 1.20 1.20 2.30 1.10 0.50 7.50

Commission 0 0 0 0 0 0 0Others (Sitting Fees) 0 0 0 0 0 0 0

Total (2) 1.20 1.20 1.20 2.30 1.10 0.50 7.50 Total (b)=(1+2) 25.30 Total Managerial Remuneration 25.30 Overall Ceiling as per the Act**

* As per part II of Schedule V of the Companies Act, 2013.

** ` 1 lac per Director per meeting attended.

C. reMUNeraTION TO KeY MaNagerIaL PersONNeL OTHer THaN MD/MaNager/WTD

s. No

Particulars of remuneration

1 Gross salary Company Secretary Mrs. Anupama Pai {For the

period 1-4-2014 to 30-09-2014} (` In lacs)

Chief Financial Officer and Company Secretary

Mr. V. R. Mohnot {For the period 1-10-2014 to

31-3-2015} (` In lacs)

Total Amount (` In lacs)

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

15.26 38.24 53.50

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 6.50 6.50

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

0 0 0

2 Stock Option 0 0 03 Sweat Equity 0 0 04 Commission 0 0 0 - as % of profit 0 0 0 others, specify 0 0 0

5 Others, please specify 0 0 0

Total 15.26* 44.74 60.00

* Includes full and final settlement

VII. PeNaLTIes / PUNIsHMeNT/ COMPOUNDINg OF OFFeNCes:

Type section of the

Companies act

brief Description

Details of Penalty /

Punishment/ Compounding fees imposed

authority [rD / NCLT/

COUrT]

appeal made,

if any (give Details)

a. COMPaNY Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NILb. DIreCTOrs Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NILC. OTHer OFFICers IN DeFaULT Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL

33

41stAnnualReport

The information required under section 197 of the act read with rule 5 of the Companies (appointment and remuneration of Managerial Personnel) rules 2014 are given below:a. TheratiooftheremunerationofeachDirectortothemedianremunerationoftheemployeesofthecompanyforthefinancialyear:

Executive Directors Remuneration per annum 2014-15 (Please refer Note)

Employee Salary per annum - median

Ratio

Mr. Jay Mehta ` 280.31 lacs ` 3.49 lacs 80.32Mr. M. S. Gilotra ` 128.16 lacs ` 3.49 lacs 36.73

Note : Remuneration means as desired under Section 2 (78) of the Companies Act, 2013.

b. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, CompanySecretaryorManager,ifany,inthefinancialyear:

Name Designation 2013-14(` in lacs)

2014-15(` in lacs)

% ageincrease

Mr. Jay Mehta Executive Vice Chairman 249.81 280.31 12%Mr. M. S. Gilotra Managing Director 121.22 128.16 6%

Note: Since Chief Financial Officer and Company Secretary are new appointmet in the Company, the details of increase over previous year does not arise.

c. Thepercentageincreaseinthemedianremunerationofemployeesinthefinancialyear:

MEDIAN SALARY PA*2013-14 2014-15 % Increase

` 3.16 lacs ` 3.49 lacs 10.44%* It includes the accrued salaries of wage board employees payable as per wage board settlement.

d. The number of permanent employees on the rolls of company:

PERMANENT EMPLOYEES 436

e. The explanation on the relationship between average increase in remuneration and company performance:

Particulars 2013-14 (` in lacs)

2014-15 (` in lacs)

Revenues from Operations/Turnover 40,974.92 48,403.40

EBITDA 1,106.56 836.90

EBITDA as % of Turnover 2.70% 1.73%

PBT 40.74 (680.19)

PBT as % of Turnover 0.10% -1.41%

The revenues from operations of the Company for F. Y. 2014-15 increased by around 18% compared to the previous year. The average percentage increase in the remuneration of employees is around 13%. Considering the performance of the Company and Industry practice, reasonable increase in remuneration have been granted to the employees.

f. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Hon’ble BIFR had sanctioned the Modified Draft Rehabilitation Scheme on 16.1.2013 and is under implementation. The efforts put in by the Key Managerial Personnel has resulted into improved performance of the company and therefore, now the company’s net worth is positive. Thus, the increase in remuneration of employees including KMP is in line with the business performance.

g. VariationsinthemarketcapitalisationoftheCompany,priceearningsratioasattheclosingdateofthecurrentfinancialyearandpreviousfinancialyear:

Particulars March 31,2014 March 31,2015 % ChangeMarket Capitalisation (` crores) 53.43 172.18 222.25Price Earnings Ratio Not Applicable since EPS Negative

aNNexUre g

34

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31, 2015 2nd August, 1994 (IPO)

% Change

Market Price per share (BSE) ` 24.20 ` 23.00 5.22

i. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financialyearanditscomparisonwiththepercentileincreaseinthemanagerialremunerationandjustificationthereofandpoint out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the remuneration of employees is around 13%. This includes the accrued salaries of wage board employees payable as per wage board settlement. The justification of increase in managerial remuneration is provided at (f) above.

j. ComparisonofeachremunerationoftheKeyManagerialPersonnelagainsttheperformanceoftheCompany:

Mr. Jay Mehta, Executive Vice

Chairman

Mr. M. S. Gilotra, Managing Director

Remuneration in FY 15 (` crores) 2.80 1.28Revenue (` crores) 484.03 484.03Remuneration as % of revenue 0.57% 0.26%Profit before Tax (PBT) (` crores) (6.80) (6.80)Remuneration (as % of PBT) - -

k. The key parameters for any variable component of remuneration availed by the directors:

Not applicable.

l The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

Nil

m. Affirmationthattheremunerationisaspertheremunerationpolicyofthecompany.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under section 197(12) of the act ready with rule 5(2) of the Companies (appointment and remuneration of Managerial Personnel) rules, 2014, is given below.

The following details are given hereunder in respect of employees employed throughout the year and were in receipt of remuneration of not less than ` 60 lacs per annum.

Name of the Employee Mr. A. M Fadia. Mr. Randhir Singh Mr. S. N. JunnarkarDesignation of the employee Director - Legal President –

Marketing & SalesPresident - Works

Remuneration received during the year 2014-15 ` 60.11 lacs ` 69.97 lacs ` 64.70 lacsNature of employment, whether contractual or otherwise Permanent Permanent PermanentQualification and experience of the employee B.Com, LLB.,

C.A.,C.S.45 years of experience

B.E.(Mech.),PG DIP in Business Admn.17 years of experience

B.Sc. Engg. (Electrical)30 years of experience

Date of commencement of employment 1.2.2009 27.7.2010 20.8.2012Age 70 43 61Last employment held by such employee before joining the company

Saurashtra Cement Limited

Bagalkot Cement & Industries Ltd.

Dangote Cement Plc. Nigeria

The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above

Nil Nil Nil

Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager

No No No

35

41stAnnualReport

Detailsoftheemployeesemployedforapartofthefinancialyear,wasinreceiptofremunerationforanypartofthatyear,ataratewhich,intheaggregate,wasnotlessthanfivelakhrupeespermonth.

Name of the Employee Mr. V. R. MohnotDesignation of the employee Chief Financial Officer & Company SecretaryRemuneration received per annum ` 44.74 lacsNature of employment, whether contractual or otherwise PermanentQualification and experience of the employee C.A., C.S.

33 years of experienceDate of commencement of employment 1.10.2014Age 55Last employment held by such employee before joining the company

Saurashtra Cement Limited

The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above

Nil

Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager

No

Detailsoftheemployeesemployedthroughoutthefinancialyearorpartthereof,wasinreceiptofremunerationinthatyearwhich, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two per cent of the equity shares of the company.

None



36

ToThe MeMbers ofGujaraT sidhee CeMenT LiMiTed

report on the standalone financial statements

We have audited the accompanying standalone financial statements of GujaraT sidhee CeMenT LiMiTed ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended on that date and a summary of the significant accounting policies and other explanatory information.

Management's responsibility for the standalone financial statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

auditor's responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

emphasis of Matter

We draw your attention to note 36(B)(1) and (2) to the standalone financial statements, relating to remuneration paid to the Executive Vice Chairman for the financial year 2014-15 in excess of the limit prescribed under sections 197 and 198 read with Schedule V to the Companies Act,2013 as well as remuneration paid to Executive Vice Chairman and Managing Director for the financial Year 2013-14, in excess of the limits prescribed under sections 198 and 309 read with schedule XIII to the Companies Act 1956 which is subject to the approval of the Central Government.

Our opinion is not qualified in respect of this matter.

indePendenT audiTor's rePorT

37

41stAnnualReport

report on other Legal and regulatory requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 34 (a) to the financial statements;

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

for Manubhai & shahChartered Accountants

Firm Registration No. 106041W

(darshan shah) Place: Mumbai PartnerDate: May 15, 2015 Membership No.131508

38

anneXure To indePendenT audiTor's rePorT[Annexure referred to in paragraph 1 under “Report on Other Legal and Regulatory Requirements’ section of our report on standalone financial statements for the year ended March 31, 2015 to the members of Gujarat Sidhee Cement Limited (the Company)]

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during period. According to the information and explanation given to us no material discrepancies were noticed on such verification.

2. (a) The inventory has been physically verified by the Management during the period. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, The Company has maintained proper records of inventories and no material discrepancies were noticed on physical verification as compared to book records

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3 (iii) [(a) and (b)] of the said Order are not applicable to the Company.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. The Company has not accepted deposits within the meaning of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. We are informed that no order has been passed by Company Law Board (the CLB) or National Company Law Tribunal (the NCLT) or Reserve Bank of India or any Court or any other Tribunal.

6. We have broadly reviewed the books of account maintained by the Company in respect of cement where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund, income tax, sales tax, wealth tax, value added tax, service tax, custom duty, excise duty and other material statutory dues, as applicable, with appropriate authorities,.

According to the information and explanations given to us and the records of the Company examined by us, in our opinion, no undisputed amounts payable as applicable were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax and cess which have not been deposited on account of any dispute. The particulars of disputed dues of excise duty, custom duty, service tax, value added tax (sales tax) and income tax as at March 31, 2015 which have not been deposited are given hereunder:

name of the statute nature of dues

amount (` in lacs)

Period to which the amount relates

forum where the dispute is pending

Central Excise Act, 1944 Excise Duty 36.72 1992-93 Customs, Excise & Service Tax Appellate Tribunal

Central Excise Act, 1944 Excise Duty 8.08 2008-09 To 2010-11 Customs, Excise & Service Tax Appellate Tribunal



Customs Act, 1962 Custom Duty 35.85 1995-96 Customs, Excise & Service Tax Appellate Tribunal


39

41stAnnualReport

name of the statute nature of dues

amount (` in lacs)





Central Excise/CENVAT Credit Rules, 2004

Service Tax 6.32 2007-08 Customs, Excise & Service Tax Appellate Tribunal

Central Excise Act, 2004 Service Tax 302.61 2009-10 Commissioner, Central Excise

Central Excise/CENVAT Credit Rules, 2004

Service Tax 162.70 2010-11 Commissioner, Central Excise

Income Tax Act, 1961 Income Tax Deducted at

source

1.50 2006-07 Commissioner, Income Tax

Rajasthan Sales Tax Act, 1994

Sales Tax 24.73 1997-98 Rajasthan High Court

Gujarat Sales Tax Act, 1961

Sales Tax 121.21 2002-03 to 2004-05 Joint Commissioner, Rajkot

Gujarat Value Added Tax Act, 2003

Value Added Tax

321.88 2006-07 & 2007-08 Tribunal, Gujarat Value Added Tax

(c) The Company is not required to transfer any amount to Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and rules made thereunder.

8. The Company has no accumulated losses as at the year ended March 31, 2015 and it has not incurred any cash losses in the year ended on that date or in the immediately preceding financial year.

9. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

10. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Therefore, the reporting requirement as per Clause 3(x) of the Order is not applicable.

11. In our opinion the term loans from non-banking finance companies have been applied for the purpose for which they were raised.

12. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the period, nor have we been informed of any such case by the Management.

for Manubhai & shahChartered Accountants


(darshan shah) Place: Mumbai PartnerDate: May 15, 2015 Membership No.131508

40

baLanCe sheeT as aT MarCh 31, 2015ParTiCuLars note

no.as at

March 31, 2015As at

March 31, 2014` in lacs ` In lacs

i. eQuiTY and LiabiLiTies(1) shareholder's funds

(a) Share Capital 2 7,120.69 3,620.69(b) Reserves and surplus 3 9,835.56 10,284.43

16,956.25 13,905.12

(2) share application Money Pending allotment 4 - 500.00

(3) non- current liabilities(a) Long-term borrowings 5 12.42 59.93(b) Deferred tax liabilities (Net) 6 467.58 698.90(c) Other long-term liabilities 7 538.95 503.81(d) Long- term provisions 8 2,453.16 2,023.22

3,472.11 3,285.86(4) Current liabilities

(a) Short- term borrowings 9 1,894.31 1,931.58(b) Trade payables 10 7,210.51 7,341.98(c) Other current liabilities 11 3,120.45 2,711.96(d) Short-term provisions 12 153.45 140.39

12,378.72 12,125.91ToTaL 32,807.08 29,816.89

ii. asseTs(1) non Current assets

(a) fixed assets(i) Tangible assets 13 9,887.83 12,010.54(ii) Intangible assets 13 83.01 49.74(iii) Capital work-in-progress 13 354.25 255.38

(b) Non-current investments 14 6,036.67 782.88(c) Long-term loans and advances 15 2,332.31 2,662.11(d) Other non-current assets 16 151.70 598.55

18,845.77 16,359.20(2) Current assets

(a) Current Investments 17 0.06 0.06(b) Inventories 18 6,221.77 5,797.73(c) Trade receivables 19 1,659.88 1,672.48(d) Cash and bank balances 20 4,866.50 4,094.18(e) Short-term loans and advances 21 993.60 1,739.27(f) Other current assets 22 219.50 153.97

13,961.31 13,457.69ToTaL 32,807.08 29,816.89Significant Accounting Policies and Notes to Accounts 1 to 39

See accompanying Notes to Financial StatementsAs per our Report of even date attached for and on behalf of the board of directorsFor Manubhai & shahChartered Accountants M. n. Mehta ChairmanFirm Registration No. 106041W jay M. Mehta Executive Vice Chairman

s. V. s. raghavan Director(darshan shah) M. s. Gilotra Managing DirectorPartner V. r. Mohnot CFO & Company SecretaryMembership No. 131508Place : Mumbai Place : MumbaiDate : May 15, 2015 Date : May 15, 2015

41

41stAnnualReport

sTaTeMenT of ProfiT and Loss for The Year ended MarCh 31, 2015ParTiCuLars note

no.for the year ended

March 31, 2015For the year ended


1 Revenue from operations 23 54,520.21 45,820.23Less : Excise Duty 6,116.81 4,845.31

48,403.40 40,974.922 Other income 24 775.23 817.003 Total revenue (1+2) 49,178.63 41,791.92

4 expenses :a. Cost of material consumed 25 6,873.00 5,074.49b. Changes in inventories of finished goods and

work-in-progress26 (421.51) 537.78

c. Employee benefits expenses 27 3,008.77 2,680.76d. Finance cost 28 368.88 299.53e. Depreciation and amortisation expenses 13 1,148.21 766.29f. Other expenses 29 38,225.80 32,392.33Total expenses 49,203.15 41,751.18

5 Profit / (Loss) before exceptional items and tax (3-4) (24.52) 40.746 Exceptional items 30 (655.67) -7 Profit / (Loss) before tax (5+6) (680.19) 40.748 Tax expense:

a. For the Current Year (i) Current tax - 5.24 (ii) Mat Credit Entitlement - (5.24) (iii) Deferred Tax Charge / (Credit) (231.32) 313.12b. Relating to earlier years (i) Current tax - 203.36 (ii) Mat Credit Entitlement - (203.36)

(231.32) 313.129 (Loss) for the year (7-8) (448.87) (272.38)10 Earnings per equity share of ` 10 each : 31

a. Basic - ` per share (1.05) (0.75)b. Diluted - ` per share (1.05) (0.75)

Significant Accounting Policies and Notes to Accounts 1 to 39



42

Cash fLoW sTaTeMenT for The Year ended MarCh 31, 2015for the Year ended

March 31, 2015For the Year ended


a. Cash fLoW froM oPeraTinG aCTiViTies ProfiT / (Loss) before TaX (680.19) 40.74adjustments for

Depreciation 1,148.21 766.29Finance Cost 368.88 299.53Interest Income (440.05) (495.90)Loss of sale / discard of fixed assets 39.83 7.18Exceptional Item 655.67 -Profit on sale of fixed assets - (0.15)Provision for doubtful debtors and advances (Net) (23.09) (15.77)

oPeraTinG ProfiT before WorKinG CaPiTaL ChanGes 1,069.26 601.92adjustments for

Trade and other receivables 507.45 473.47Inventories (424.04) 853.07Trade payable 720.02 (462.91)

Cash GeneraTed froM oPeraTions 1,872.69 1,465.55Income-tax paid / (refund) (273.90) 595.40

neT Cash fLoW froM oPeraTinG aCTiViTies 2,146.59 870.15

b. Cash fLoW froM inVesTinG aCTiViTies Purchase of fixed assets (578.62) (4,139.78)Investment in Shares and OCD of Subsidiary Company (5,253.79) (782.78)Interest Income 440.05 495.90Advance to parties for capital expenditure 329.80 (103.29)Sale of fixed / discarded assets 725.49 5.28Fixed deposits and interest accrued 381.32 (171.39)

neT Cash fLoW froM inVesTinG aCTiViTies (3,955.75) (4,696.06)

C. Cash fLoW froM finanCinG aCTiViTiesProceeds from Long-term Borrowings 35.14 1,842.77Repayment of Long-term Borrowings (47.51)Short-term Borrowings (37.27)Finance Cost (368.88) (299.53)Equity Share Application money - 500.00Increase in Share Capital 3,000.00 -

neT Cash fLoW froM finanCinG aCTiViTies 2,581.48 2,043.24neT inCrease / (deCrease) in Cash and Cash eQuiVaLenTs 772.32 (1,782.67)Cash and Cash eQuiVaLenTs as on 01.04.2014 4,094.18 5,876.85Cash and Cash eQuiVaLenTs as on 31.03.2015 4,866.50 4,094.18

note:1. Cash Equivalents include ` 4,864.49 lacs (previous year ` 4,092.89 lacs) being Bank Balances and Fixed Deposits with Banks. Bank balances include

earmarked balances of ` 14.37 lacs (previous year ` 14.47 lacs).2. Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard AS - 3 specified under section 133 of the

Companies Act, 2013.3. Figures in bracket indicate Cash Outflow.



43

41stAnnualReport

note no. 1sTaTeMenT of siGnifiCanT aCCounTinG PoLiCies :

1.1 basis of accounting :The financial statements are prepared as under :(a) on the historical cost convention,(b) on a going concern basis,(c) in accordance with the generally accepted accounting principles,(d) on an accrual system of accounting,(e) in accordance with the Accounting Standards specified in Section 133 of the Companies Act, 2013 read with Rule 7 of the

Companies (Accounts) Rules, 2014.

1.2 use of estimates:The preparation of the financial statements in conformity with the generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting year, the reported amounts of assets and liabilities and the disclosures of contingent liabilities as on the date of the financial statements. Examples of such estimates include useful life of Fixed Assets, provision for doubtful debts/ advances, deferred tax, etc. Actual results could differ from those estimates. Such difference is recognised in the year in which the results are known / materialised.

1.3 revenue recognition :(a) Sales are accounted on dispatch of goods to customers. Sales figures are inclusive of excise duty, but are net of sales tax,

value added tax, sales returns and adjustment in respect of discounts, rate difference, etc.(b) Export Sales are accounted on the basis of bills of lading / mates receipt dates.(c) Export incentives are accounted for on export of goods, if the entitlement can be estimated with reasonable accuracy and

conditions precedent to their claims are fulfilled.(d) Claims for Insurance are accounted on certainty of acceptance thereof by the Insurer.(e) Octroi refund claims are accounted for on receipt basis.

1.4 fixed asset and depreciation :(a) Fixed assets include all expenditure of capital nature and are stated at cost (net of Cenvat, wherever applicable) less

accumulated depreciation.(b) Depreciation on fixed assets is provided on straight-line method over useful life of assets as prescribed in Part C of Schedule

II to the Companies Act, 2013.(c) In respect of addition and sales of assets during the year, depreciation is provided on prorata basis.(d) Intangible assets are stated at cost of acquisition less accumulated amortisation and accumulated impairment loss, if any.

Amortisation is provided over their respective individual assets' estimated useful lives on the straight line basis commencing from the year of assets available for use to the company.

1.5 impairment of fixed assets :(a) Consideration is given at each balance sheet date to determine whether there is any indication of impairment of the carrying

amount of the Company’s fixed assets. If any indication exists, an asset’s recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount.

(b) Reversal of impairment losses recognized in prior years is recorded when there is an indication that the impairment losses recognized for the asset no longer exists or have decreased.

1.6 investments :Investments that are intended to be held for more than a year from the date of acquisition are classified as long-term investments and are stated at its cost of acquisition. Diminution, other than temporary, in the value of such investments is provided. Investments other than long-term investments, being current investments, are valued at the lower of cost and fair value, determined on an individual basis.

1.7 inventories :(a) Inventories are stated at cost or net realizable value, whichever is lower. For this purpose cost has been arrived at on the basis

of moving weighted average. Cost of finished goods include all direct cost, other related factory overheads and excise duty.(b) Provision for obsolescence is made wherever considered necessary.

1.8 foreign Currency Transactions :(a) Transactions in foreign currency (Monetary or Non-monetary items) are recorded at the exchange rate prevailing on the date

of the transaction.

44

(b) Monetary items (i.e. receivables, payables etc.), which are denominated in foreign currency are translated and reported using the exchange rates prevailing on the date of the Balance Sheet.

(c) Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

(d) Exchange differences arising on the settlement of monetary items or on reporting at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or expenses in the year in which they arise.

1.9 Employee Benefits :(a) Defined contribution plan: The Company's superannuation scheme and state governed provident fund scheme are defined

contribution plans. The contribution paid/payable under the schemes is recognised during the year in which the employees renders the related service.

(b) Defined benefit plan - Gratuity : In accordance with applicable Indian Laws, the Company provides for gratuity, a defined benefit retirement plan ("Gratuity Plan") covering all employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on the respective employees last drawn salary and the years of employment with the Company. Liability with regard to Gratuity Plan is accrued based on actuarial valuation at the Balance Sheet date, carried out by an independent Actuary. Actuarial gain or loss is recognised immediately in the Statement of Profit and Loss as Income or Expense.

(c) Compensated Absences : As per policy of the Company, it allows for the encashment of absence or absence with pay to its employees. The employees are entitled to accumulate such absences subject to certain limits, for the future encashment or absence. The Company records an obligation for Compensated absences in the year in which the employees renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the Balance Sheet date on the basis of an independent Actuarial valuation.

1.10 Provisions, Contingent Liabilities and Contingent assets :(a) Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a

result of past event and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the Financial Statements.

(b) Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date in accordance with the Accounting Standard AS-29 on “Provisions, Contingent Liabilities And Contingent Assets” notified under the Companies (Accounts) Rules, 2014.

1.11 borrowing Cost :Borrowing costs, attributable to the acquisition / construction of qualifying assets, are capitalized. Other borrowing costs are charged to Statement of Profit and Loss.

1.12 Taxation :(a) Income tax charge or credit comprises current tax and deferred tax charge or credit.(b) Current Income tax is measured at the amount expected to be paid to Tax authorities in accordance with the provisions of

Income Tax Act, 1961.(c) Deferred tax asset or liability on timing difference are recognised using current rates and tax laws that have been enacted

or substantively enacted by the Balance Sheet date. Deferred tax assets are recognised to the extent there exists a virtual certainty that these assets can be realised in future. Deferred tax assets and liabilities are reviewed at each Balance Sheet date.

(d) Minimum Alternate Tax (MAT) Credit is recognized as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. In the year in which the MAT Credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of credit to the Statement of Profit and Loss and shown as MAT credit entitlement. The Company reviews the same at each Balance Sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.

1.13 earnings per shareBasic earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

1.14 General :Accounting policies not specifically referred to are consistent with generally accepted accounting practice.

45

41stAnnualReport

noTes To baLanCe sheeT :note no. Particulars as on

31.03.2015As on

31.03.2014

2 share Capital ` in lacs ` In lacs

(a) Authorized :

50,00,00,000 Equity Shares of ` 10 each 50,000.00 50,000.00

(b) Issued :

14,48,16,075 Equity Shares of ` 10 each 14,481.61 14,481.61

(c) Subscribed :

8,62,03,932 (previous year 3,62,03,932) Equity Shares of ` 10 each 8,620.39 3,620.39

(d) Paid up :

6,61,53,852 (previous year 3,61,53,852) Equity Shares of ` 10 each fully paid up 6,615.39 3,615.39

2,00,00,000 (previous year NIL) Equity Shares of ` 10 each, ` 2.50 paid up 500.00 -

Add : Forfeited Shares 5.30 5.30

Total share Capital 7,120.69 3,620.69

(e) Rights, preferences and restrictions :

(i) The Company has only one class of equity shares referred to as Equity shares having a par value of ` 10. Each holder of equity share is entitled to one vote per share.

(ii) Dividends, if any, is declared and paid in Indian Rupees. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(iii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive residual assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

(f) Details of shares in the company held by each shareholder holding more than 5 per cent shares :

s.no. name of the shareholder no. of shares % of shareholding

No. of shares % of shareholding

1 Bhadra Consultancy Pvt Ltd * 4,88,00,000 56.65 - -

2 Gujarat Industrial Investment Corporation Ltd. 82,52,697 9.58 20,63,174 5.71

3 The Arj Investments Ltd. (holding less than 5% in current year)

- - 45,57,379 12.61

* includes 2,00,00,000 equity shares on which ` 2.50 per share is paid up

(g) Reconciliation of Paid up Share Capital : no. of shares ` in lacs No. of Shares ` In lacs

Opening Balance 3,61,53,852 3,615.39 3,61,53,852 3,615.39

Add : Issue of fully paid Share Capital in terms of BIFR’s order*

3,00,00,000 3,000.00 - -

Add : Issue of Partly Paid up Share Capital in terms of BIFR’s order*

2,00,00,000 500.00 - -

Closing Balance 8,61,53,852 7,115.39 3,61,53,852 3,615.39

* See Note No. 35

46

as on 31.03.2015

As on 31.03.2014

3 reserves and surplus ` in lacs ` In lacs(a) Capital Reserves

(i) Capital Reserve Govt. Subsidy 26.95 26.95(ii) Capital Reserve - Capital Reduction Account 6,921.68 6,921.68

6,948.63 6,948.63(b) Surplus / (Deficit) in the Statement of Profit and Loss

Opening Balance 3,335.80 3,608.18Less : (Deficit) for the year (448.87) (272.38)Closing balance 2,886.93 3,335.80

9,835.56 10,284.43

4 share application Money Pending allotmentShare Application Money - 500.00

- 500.00

5 Long-term borrowings ` in lacs ` In lacs(a) Term loans, Secured

• from banks - 5.18• from other parties 12.42 54.75

12.42 59.93

Term loans from NBFCs in respect of finance availed for purchase of vehicles are secured by hypothecation of vehicles financed by them. The Loans are repayable in monthly equated installments carrying varied interest from 9.60% to 11.50% p.a. over 3 to 5 years.

6 deferred Tax Liabilities / assetsIn accordance with Accounting Standard AS - 22 “Accounting for Taxes on Income” specified under section 133 of the Companies Act, 2013, the company has reviewed its Deferred Tax Liabilities (DTL) and Deferred Tax Assets (DTA) upto March 31, 2015.Accordingly the Company has computed Deferred Tax Assets of ` 1,142.40 lacs and Deferred Tax Liabilities of ` 1,609.98 lacs as on March 31, 2015 on the following items of timing differences :

as on 31.03.2015

As on 31.03.2014

a. deferred Tax assets : ` in lacs ` In lacsAccrued Expenses deductible on cash basis 409.25 207.32Provision for Doubtful debts & advances 148.50 149.24Unabsorbed Depreciation 584.65 466.03

Total 1,142.40 822.59b. deferred Tax Liabilities:

Difference between WDV of fixed assets as per the Income-tax Act,1961 and the Companies Act, 1956

1,609.98 1,521.49

Total 1,609.98 1,521.49c. net deferred Tax (Liability)/ assets (a – b) (467.58) (698.90)

7 other Long-term Liabilities ` in lacs ` In lacsDeposits 538.95 503.81

538.95 503.81

47

41stAnnualReport

as on 31.03.2015

As on 31.03.2014

8 Long-term provisions ` in lacs ` In lacs(a) Provision for employee benefits.

(i) Gratuity 637.34 516.92(ii) Privilege Leave 218.25 159.44

(b) Others 1,597.57 1,346.862,453.16 2,023.22

The Company's gratuity plan and leave encashment are not funded. The following table sets out the status of the gratuity plan and leave encashment as required under Accounting Standard AS - 15 "Employee Benefits" and the reconciliation of opening balances of the present value of the defined benefit obligation.

i Changes in Present Value of obligations:Particulars for the year ended


March 31, 2014Gratuity PL encashment Gratuity PL Encashment

` in lacs ` in lacs ` In lacs ` In lacsPresent Value of Obligation as at the beginning of the year 582.95 224.90 574.36 219.84Current Service Cost 25.55 17.19 27.36 18.27Interest Cost 53.92 20.80 45.95 17.59Actuarial (gain) / Loss on obligations 69.86 53.83 (20.35) 9.20Benefits paid (25.41) (22.36) (44.37) (40.00)Present value of Obligation as at the end of the year 706.87 294.36 582.95 224.90

ii The amount recognised in balance sheet:Present value of Obligation as at the end of the year 706.87 294.36 582.95 224.90Fair Value of Plan Assets at the end of the year - - - -Net Liability recognized in Balance sheet 706.87 294.36 582.95 224.90

iii Amount recognised in Statement of Profit and Loss :Current Service Cost 25.55 17.19 27.36 18.27Interest Cost 53.92 20.80 45.95 17.59Net Actuarial (gain) / Loss recognised in the year 69.86 53.83 (20.35) 9.20Expenses Recognized in the statement of Profit & Loss 149.33 91.82 52.96 45.06

iV assumptions:Mortality Table 2006-08 2006-08 2006-08 2006-08 Discount Rate 7.90% 7.90% 9.25% 9.25%Rate of increase in compensation levels 5.50% 5.50% 5.50% 5.50%The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

48

as on 31.03.2015

As on 31.03.2014

9 short-term borrowings ` in lacs ` In lacs(a) Loans repayable on demand from Banks - Secured

• Overdraft 1,894.31 1,931.581,894.31 1,931.58

The overdraft from bank is secured against pledge of FDRs of ` 3,443.92 lacs (previous year ` 3,212.08 lacs).

10 Trade Payables ` in lacs ` In lacs(a) Trade Payable 7,201.87 7,341.98(b) Amount payable to related party (refer note no. 36) 8.64 -

7,210.51 7,341.98Trade Payable includes dues to small and medium enterprises, which require the following disclosure in accordance with Section 22 of Micro, Small and Medium Enterprises Development Act, 2006 :

` in lacs ` In lacsi. Principal amount remaining unpaid and interest thereon 5.82 351.93ii. Interest paid in terms of Section 16 - -iii. Interest due and payable for the period of delay in payment - -iv. Interest accrued and remaining unpaid - -The above information has been determined to the extent such parties could be identified on the basis of information available with the Company regarding the status of suppliers under the MSME.

11 other current liabilities ` in lacs ` In lacs(a) Current maturities of long-term debt

(i) Banks - 27.85(ii) Others 42.33 47.49

(b) Advance from customers 2,043.80 1,561.99(c) Statutory dues 731.59 858.80(d) Unpaid Dividend 14.37 14.47(e) Other liabilities 288.36 201.36

3,120.45 2,711.96

12 short-term provisions ` in lacs ` In lacs(a) Provision for Gratuity - Current 69.53 66.03(b) Provision for Leave encashment - Current 76.12 65.46(c) Provision for Wealth Tax 7.80 8.90

153.45 140.39

49

41stAnnualReport

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50

as on 31.03.2015

As on 31.03.2014

14 non-current investments ` in lacs ` In lacsother than Trade - Long Term (at Cost)(a) Investment in Equity Instrument (Quoted) :

100 equity shares of ` 10 each in Saurashtra Cement Limited 0.02 0.02

(b) Investment in Equity Instrument (Unquoted) :19,95,000 equity shares of ` 0.10 each in OPGS Power Gujarat Pvt. Ltd. 3.79 -

(c) Investment in Subsidiary Company (Unquoted) :43,17,022 Equity shares in Villa Trading Company Private Limited of ` 10 each 432.78 432.7870,00,000 Optionally Convertible Debenture of Villa Trading Company Private Limited of ` 100 each, ` 80 paid up (previous year ` 5 paid up)

5,600.00 350.00

(d) Other Investment (Unquoted) :6 Years National Savings Certificates 0.08 0.08(Kept as security deposit with Government authorities)

6,036.67 782.88Aggregate Market Value of Quoted Investments 0.04 0.02Aggregate Cost of Quoted Investments 0.02 0.02

15 Long-term loans and advances ` in lacs ` In lacs(a) Capital Advances, considered good 150.43 82.29(b) Security Deposits, considered good 865.06 830.59(c) MAT Credit Entitlement 1,312.23 1,312.23(d) Taxes paid in advance - 432.41(e) VAT receivable 4.59 4.59(f) Other loans and advances

(i) Considered Doubtful 323.92 323.92 Less : Provision for Doubtful Advance (323.92) (323.92)

2,332.31 2,662.11

16 other non-current assets ` in lacs ` In lacsFixed deposits with bank maturing after 12 months 151.70 598.55[Of the above fixed deposits of ` 51.70 lacs (Previous year ` 598.55 lacs) kept as security / margin money against overdraft / guarantees]

151.70 598.55

17 Current investments ` in lacs ` In lacsInvestments in Government securities : 6 Years National Savings Certificates 0.06 0.06(Kept as security deposit with Government authorities)

0.06 0.06

51

41stAnnualReport

as on 31.03.2015

As on 31.03.2014

18 inventories ` in lacs ` In lacs(a) Raw materials (includes materials in transit of ` 11.90 lacs, previous year NIL) 642.17 140.37(b) Work-in-progress 1,553.40 1,234.89(c) Finished goods 430.39 327.39(d) Stores and spares (includes stores and spares in transit of ` 17.28 lacs, previous year

` 1.84 lacs)1,547.17 1,849.86

(e) Fuel (includes coal in transit of ` 1,383.96 lacs, previous year ` 1,839.31 lacs) 2,048.64 2,245.226,221.77 5,797.73

19 Trade receivables (unsecured) ` in lacs ` In lacs(a) Outstanding for a period exceeding six months

- considered good 269.87 350.34- considered doubtful 103.61 127.92

(b) Others - considered good 1,390.01 1,322.141,763.49 1,800.40

Less : Provision for Doubtful Debts (103.61) (127.92)1,659.88 1,672.48

20 Cash and bank balances ` in lacs ` In lacs(a) Cash and cash equivalent

(i) Balances with banks in current and fixed deposit accounts 1,057.91 732.03(ii) Cash on hand 2.01 1.29

1,059.92 733.32(b) Other Bank Balances

(i) Earmarked Balances with Bank 14.37 14.47(ii) Fixed Deposits with Banks 3,792.21 3,346.39Of the above fixed deposits of ` 3,392.21 lacs (Previous year ` 3,346.39 lacs) kept as margin money against overdraft and guarantees. 4,866.50 4,094.18

21 short-term loans and advances ` in lacs ` In lacs(a) Unsecured, Considered Good

(i) Taxes paid in advance (net of provision of ` 1,162.64 lacs, previous year ` 1,366.01 lacs)

341.73 183.22

(ii) Advance against purchase of Stores and Spare 87.64 215.68(iii) Cenvat and Service Tax Receivable 208.97 1,012.88(iv) Others 355.26 327.49

(b) Unsecured, Considered Doubtful(i) Advance against purchase of Stores and Spare 2.82 1.60

996.42 1,740.87 Less : Provision for Doubtful Advance (2.82) (1.60)

993.60 1,739.27

22 other current assets ` in lacs ` In lacsInterest accrued but not due on Fixed Deposits 219.50 153.97

219.50 153.97

52

note no.Particulars for the year ended March 31, 2015

For the year ended March 31, 2014

23 revenue from operations : ` in lacs ` In lacs(a) Sale of products;

(i) Cement 51,769.35 43,042.33(ii) Clinker 2,475.58 2,526.58

(b) Other operating revenues(i) Sale of Scrap 253.04 250.46(ii) Claim from Railway for Cement Shortage 2.00 0.86(iii) Export Entitlement 20.24 -

54,520.21 45,820.23Less: (c) Excise duty 6,116.81 4,845.31

48,403.40 40,974.92

24 other income ` in lacs ` In lacs(a) Interest Income 440.05 495.90(b) Insurance claim 4.67 17.31(c) Profit on sale of fixed assets - 0.15(d) Excess provision written back 129.58 97.04(e) Sundry credit balances written back 168.50 112.63(f) Provision for doubtful debts written back 16.56 30.13(g) Miscelloneous Income 15.87 63.84

775.23 817.00

25 Cost of material consumed ` in lacs ` In lacs(a) Raw materials *

Opening Stock of Raw Materials 140.37 374.13Add: Purchases 3,462.55 1,357.46Less: Closing Stock of Raw Materials 642.14 140.37

2,960.78 1,591.22(b) Royalty, Cess and Limestone raising cost

(i) Limestone raising and Transportation 1,157.32 1,032.67(ii) Royalty 1,045.09 818.06(iii) Welfare cess 15.35 16.19

2,217.76 1,866.92(c) Packing material

Opening Stock of Packing Materials 111.48 94.24Add: Purchases 1,627.13 1,633.59Less: Closing Stock of Packing Materials 44.15 111.48

1,694.46 1,616.35Total material consumed 6,873.00 5,074.49

* Details of Raw Material Consumed(i) Limestone and Marl 1,146.37 44.26(ii) Gypsum 874.53 790.69(iii) Fly Ash 306.50 338.35(iv) Clinker (Purchased) 122.91 -(v) Others 510.47 417.92

2,960.78 1,591.22

noTes To sTaTeMenT of ProfiT and Loss:

53

41stAnnualReport

for the year ended March 31, 2015


26 Change in inventories of finished goods and work-in-progress ` in lacs ` In lacs(a) Opening stock of inventories

Finished Goods - Cement 327.39 677.11Work-in-progress - Raw Flour and Clinker 1,234.89 1,422.95

(b) Closing Stock of inventoriesFinished Goods - Cement 430.39 327.39Work-in-progress - Raw Flour and Clinker 1,553.40 1,234.89

(Increase)/ decrease in inventories (421.51) 537.78

27 Employee Benefits Expense ` in lacs ` In lacs(a) Salaries and wages 2,730.53 2,324.64(b) Contribution to provident and other funds 158.33 202.23(c) Staff welfare expenese 119.91 153.89

3,008.77 2,680.76

28 finance Cost ` in lacs ` In lacsInterest Expense(a) On Borrowings 128.85 165.15(b) Interest on Income Tax - 95.15(c) Interest on Customs Duty 203.15 -(d) On Others 36.88 39.23

368.88 299.53

29 other expenses ` in lacs ` In lacs(a) Power and fuel 21,185.78 17,687.41(b) Stores and spares consumed 2,679.02 2,568.14(c) Repair and maintenance* 1,498.11 1,204.63(d) Insurance 103.20 110.44(e) Rent 182.57 166.48(f) Rates and taxes 44.55 31.48(g) Payment to auditors** 9.85 8.82(h) Directors' sitting fees 25.12 13.20(i) Loss on sale/discard of assets 39.83 7.18(j) Bad Debts written off 13.49 21.18(k) Provision for doubtful debt - 14.36(l) Wealth Tax 7.80 8.90(m) Travelling and conveyance expenses 591.05 547.59(n) Exchange rate fluctuation 145.01 206.56(o) Legal and professional expneses 315.69 274.83(p) Freight 8,147.45 6,576.81(q) Commission and discounts 1,011.01 872.79(r) Selling expenses 1,424.14 1,280.91(s) Miscellaneous Expenses 802.13 790.62

38,225.80 32,392.33

54



* repairs and maintenance(a) Repairs to buildings. 188.10 12.16(b) Repairs to machinery. 729.02 471.58(c) Others 580.99 720.89

1,498.11 1,204.63

** Payments to the auditors(a) For Statutory Audit 7.00 5.50(b) For Tax Audit - 2.00(c) For Other services 2.85 1.32

9.85 8.82

30 exceptional items ` in lacs ` In lacsLoss on sale of DG sets (752.02) -Profit on sale of Office Building and Machinery 96.35 -

(655.67) -31 earning Per share:

(a) Net (Loss) after Tax (` in lacs) (448.87) (272.38)(b) Total Weighted Average Number of Shares for Basic Earning 4,28,97,414 3,61,53,852(c) Basic Earning per share in rupees (1.05) (0.75)(d) Total Weighted Average Number of Shares for Diluted Earning 4,28,97,414 3,62,08,647(e) Diluted Earning per share in rupees (1.05) (0.75)

32 a) Value of imports calculated on C.i.f. basis by the company during the financial year in respect of

` in lacs ` In lacs

(i) Raw Materials 458.59 -(ii) Fuel 1549.62 -(iii) Components and spare parts 393.66 450.03(iv) Capital goods 68.92 963.57

b) Expenditure in foreign currency during the financial year on account of (i) Professional and Consultation fees 7.64 34.91(ii) Others 141.31 218.02

c) Total value of all imported raw materials, spare parts and components consumed during the financial year and the total value of all indigenous raw materials, spare parts and components similarly consumed and the percentage of each to the total consumption.

(i) Raw Materials : ` in lacs Percentage ` In lacs PercentageImported 84.18 2.84 - -Indigenous 2,876.60 97.16 1,591.22 100.00

2,960.78 100.00 1,591.22 100.00(ii) Stores and Spares : ` in lacs Percentage ` In lacs Percentage

Imported 412.32 15.39 379.60 14.78Indigenous 2,266.70 84.61 2,188.54 85.22

2,679.02 100.00 2,568.14 100.00

d) earnings in foreign exchange ` in lacs ` In lacsExport of goods calculated on F.O.B. basis 489.18 67.83

33 The amount of expenditure on Corporate Social Responsibility (CSR) activities is ` 36.04 lacs which includes ` 9.21 lacs Capital Expenditure.

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41stAnnualReport



34 Contingent liabilities and commitments ` in lacs ` In lacs

(to the extent not provided for)

(a) Contingent liabilities

(i) Claims against the company not acknowledged as debt 807.18 807.18

(ii) Other money for which the company is contingently liable - Matter under dispute

- Excise duty 53.95 55.53

- Customs 74.09 261.39

- Service Tax 889.98 472.20

- Rajasthan Sales Tax 24.73 24.73

- Gujarat Sales Tax 112.94 112.94

- Gujarat VAT 311.84 311.84

- Income-tax 1.50 1,226.03

- Octroi 140.98 140.98

(b) Commitments

(i) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances of ` 54.01 lacs; previous year ` 20.80 lacs)

132.87 143.01

(ii) Uncalled liability on partly paid debentures 1,400.00 6,650.00

35 Hon'ble Appellate Authority for Industrial and Financial Reconstruction (AAIFR) vide its order dated 23.10.2012 inter-alia upheld the order of the Board for Industrial and Financial Reconstruction (BIFR) dated 15.02.2011 holding that the company's net worth has turned positive as on 31.3.2010 and consequent thereto, the company had been discharged from the purview of BIFR. However, in the said order, Hon'ble AAIFR had also held that even after the discharge of the company from the purview of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) on its attaining positive net worth, the jurisdiction of BIFR under section 18(12) to monitor periodically the implementation of the provisions of the sanctioned scheme and also u/s 18(9) for removing the defects in giving effect to the provisions of the sanctioned scheme is not taken away. AAIFR further held that BIFR can also entertain the proposal for modification of the scheme if it so warranted during implementation of the scheme and remanded the matter to BIFR with direction to consider modified draft revival scheme (MDRS).

Hon’ble BIFR vide its order dated 6.12.2012 issued on 16.1.2013 sanctioned the MDRS of the company inter-alia consisting of following main points :

(i) Reduction of paid up capital by 75%.

(ii) Fresh infusion of equity capital of ` 5,000 lacs (inclusive of balance of share capital amounting to ` 851 lacs which had remained to be brought in by the promoters under the sanctioned scheme of 2002) consisting of 500 lacs equity shares of ` 10/- each at par to the Promoters, associates etc.

(iii) To complete the jetty at revised cost of ` 5,972 lacs.

In compliance to the aforesaid order, the Company's paid up Share Capital was reduced by 75% (Seventy five percent). Further, the promoters have brought in ̀ 3,500 lacs towards fresh equity share capital for cash at par up to March 31, 2015.

56

36 (a) related Parties disclosure:(a) Promoter companies together with its subsidiaries and associate companies holding more than 20% of the Equity Capital :

1 Ria Holding Ltd.*2 Pranay Holding Ltd.*3 Reeti Investment Ltd.*4 Prachit Holding Ltd.*5 Sumaraj Holding Pvt. Ltd.6 Sunnidhi Trading Pvt. Ltd.7 Shree Anandeya Investment Pvt. Ltd.8 Sameta Export Pvt. Ltd.9 Pallor Trading Company Pvt. Ltd.10 The Arj Investments Limited11 Treasurer's Trading Limited 12 Gujarat Industrial Investment Corp. Ltd.13 Industrial Construction Limited14 Samja Maurtius Limited15 Bhadra Consultancy Private Limited16 Mehta Investments Pte Limited

*10,35,912 shares held as security by a bank in bank's name for financial assistance granted.

(b) subsidiary Company:Villa Trading Company Private Limited

(c) name of Key Management Personnel :1 Mr. Jay Mehta - Executive Vice Chairman2 Mr. M. S. Gilotra - Managing Director

(d) name of a company in which policies are controlled by common key management personnel:Saurashtra Cement Limited

(b) disclosure of related Parties Transactions :for the year ended



1 Remuneration to Mr. Jay Mehta 280.31* 249.81* 2 Remuneration to Mr. M S Gilotra 128.16 121.22*

* In view of inadequacy of profit for the year 2013-14, remuneration paid by the Company to Mr. Jay Mehta and Mr. M.S. Gilotra was in excess of the limit prescribed under sections 198 and 309 read with Schedule XIII to the Companies Act, 1956. Pending approval of the Central Government, an amount of ` 265.37 lacs is being held in trust by them. Further, in view of inadequacy of the profit for the year 2014-15, remuneration paid by the Company to Mr. Jay Mehta was in excess of the limit prescribed under sections 197 and 198 read with Schedule V to the Companies Act, 2013. Pending approval of the Central Government, an amount of ` 184.79 lacs is being held in trust by him.

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41stAnnualReport

3 Particulars of transactions with Saurashtra Cement Ltd. The transactions are disclosed in aggregate value for the year:Particulars for the year ended



Purchase of Goods & materials 132.42 27.42Sale of Goods & materials 2,857.25 4,621.54Services received [Net] 112.57 46.94Outstanding Receivable / (Payable) (8.64) 149.10

4 Particulars of transactions with Villa Trading Com. Pvt. Ltd. The transactions are disclosed in aggregate value for the year:Particulars for the year ended


March 31, 2014Payment for Manpower services 2.28 -Outstanding payable for Manpower services 1.16 -Payment on Call Money on OCD 5,250.00 350.00

37 The Company has only one business segment ‘Cement / Clinker’ as primary segment.

38 The Company has revised depreciation rate on fixed assets as per the useful life specified in Schedule II to the Companies Act, 2013 or assessed by the Company. Based on current estimates, depreciation of ` 157.99 lacs on account of assets whose useful life has already exhausted as on April 1, 2014 has been added to depreciation for the year ended March 31, 2015.

Had there not been any change in useful life of assets, depreciation for the year ended March 31, 2015 would have been lower by ` 286.33 lacs, if the same rate of depreciation would have been followed.

39 The previous year's figures have been regrouped / rearranged so as to conform to the current year's figures.

As per our Report of even date attached for and on behalf of the board of directorsFor Manubhai & shahChartered Accountants M. n. Mehta ChairmanFirm Registration No. 106041W jay M. Mehta Executive Vice Chairman


58

ToThe MeMbers ofGujaraT sidhee CeMenT LiMiTed

report on the Consolidated financial statementsWe have audited the accompanying consolidated financial statements of Gujarat sidhee Cement Limited (“the Holding Company”) and its subsidiary, Villa Trading Company Private Limited (the Holding Company and its subsidiary together referred to as “the Group”) comprising of the Consolidated Balance Sheet as at March 31, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management’s responsibility for the Consolidated financial statementsThe Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

auditor’s responsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

opinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2015, and their consolidated loss and their consolidated cash flows for the year ended on that date.

emphasis of MatterWe draw your attention to note 36(B)(1) and (2) to the consolidated financial statements, relating to remuneration paid to the Executive Vice Chairman for the financial year 2014-15 in excess of the limit prescribed under sections 197 and 198 read with Schedule V to the Companies Act,2013 as well as remuneration paid to Executive Vice Chairman and Managing Director for the financial Year 2013-14, in excess of the limits prescribed under sections 198 and 309 read with schedule XIII to the Companies Act 1956 which is subject to the approval of the Central Government.

Our opinion is not qualified in respect of this matter.

indePendenT audiTor’s rePorT

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41stAnnualReport

other Matters

We did not audit the financial statements of a subsidiary, whose financial statements reflect total assets of ` 6,620.75 lacs as at March 31, 2015, total revenues of ` 3.44 lacs and net cash out flows amounting to ` 257.30 lacs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports has been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary is based solely on the reports of the other auditors.

Our opinion on the financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the report of the other auditors.

report on other Legal and regulatory requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company and subsidiary company incorporated in India, we give in the Annexure statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary company incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group - Refer Note 34 to the consolidated financial statements.

(ii) The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company, and its subsidiary company incorporated in India.

For Manubhai & shahChartered Accountants


(darshan shah)Place: Mumbai PartnerDate: May 15, 2015 Membership No.131508

60

anneXure To indePendenT audiTors' rePorT[Annexure referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements' section of our report on consolidated financial statements for the year ended March 31, 2015 to the members of Gujarat Sidhee Cement Limited (the Company)]

1. (a) The Holding company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. The subsidiary company does not have any fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Group and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during period. According to the information and explanation given to us no material discrepancies were noticed on such verification.

2. (a) The inventory has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable. Subsidiary company does not have inventory.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Holding company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, The Holding company has maintained proper records of inventories and no material discrepancies were noticed on physical verification as compared to book records

3. The Group has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3 (iii) [(a) and (b)] of the said Order are not applicable to the Group.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the holding company and the nature of it’s business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Holding company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system. Subsidiary company has not purchased inventory and fixed assets nor sold goods and services.

5. The Group has not accepted deposits within the meaning of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. We are informed that no order has been passed by Company Law Board (the CLB) or National Company Law Tribunal (the NCLT) or Reserve Bank of India or any Court or any other Tribunal.

6. We have broadly reviewed the books of account maintained by the holding company in respect of cement where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. The provisions of maintenance of cost records are not applicable to subsidiary company.

7. (a) According to the information and explanations given to us and the records of the Group, in our opinion, the Group is generally regular in depositing the undisputed statutory dues, including provident fund, income tax, sales tax, wealth tax, value added tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with appropriate authorities,

According to the information and explanations given to us and the records of the Group examined by us, in our opinion, no undisputed amounts payable as applicable were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Group examined by us, there are no dues of wealth tax and cess which have not been deposited on account of any dispute. The particulars of disputed dues of excise duty, custom duty, service tax, value added tax (sales tax) and income tax as at March 31, 2015 which have not been deposited by the Holding company are given hereunder. The subsidiary company did not have any such dues.

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41stAnnualReport

name of the statute nature of dues amount (` in lacs)



Central Excise Act, 1944 Excise Duty 36.72 1992-93 Customs, Excise & Service Tax Appellate TribunalCentral Excise Act, 1944 Excise Duty 8.08 2008-09 TO

2010-11Customs, Excise & Service Tax Appellate Tribunal

Central Excise Act, 1944 Excise Duty 6.23 2011-12 Customs, Excise & Service Tax Appellate TribunalCentral Excise Act, 1944 Excise Duty 2.92 2012-13 Customs, Excise & Service Tax Appellate TribunalCustoms Act, 1962 Custom Duty 35.85 1995-96 Customs, Excise & Service Tax Appellate TribunalCustoms Act, 1962 Custom Duty 0.62 2008-09 Customs, Excise & Service Tax Appellate TribunalCustoms Act, 1962 Custom Duty 202.37 2012-13 Customs, Excise & Service Tax Appellate TribunalCustoms Act, 1962 Custom Duty 223.39 2012-13 Customs, Excise & Service Tax Appellate TribunalCentral Excise / CENVAT Credit Rules, 2004

Service Tax 6.32 2007-08 Customs, Excise & Service Tax Appellate Tribunal

Central Excise / CENVAT Credit Rules, 2004


Central Excise / CENVAT Credit Rules, 2004


Income Tax Act, 1961 Income Tax Deducted at Source

1.50 2006-07 Commissioner, Income Tax

Rajasthan Sales Tax Act, 1994 Sales Tax 24.73 1997-98 Rajasthan High CourtGujarat Sales Tax Act,1961 Sales Tax 121.21 2002-03 to

2004-05Joint Commissioner, Rajkot

Gujarat Value Added Tax Act, 2003

Value Added Tax

321.88 2006-07 & 2007-08

Tribunal, Gujarat Value Added Tax

(d) The Group is not required to transfer any amount to Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and rules made thereunder.

8. The Group has no accumulated losses as at the year ended March 31, 2015 and it has not incurred any cash losses in the year ended on that date or in the immediately preceding financial year.

9. As the Group does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(ix) of the Order are not applicable to the Group.

10. According to the information and explanations given to us, the Group has not given any guarantee for loans taken by others from banks or financial institutions during the year. Therefore, the reporting requirement as per Clause 3(x) of the Order is not applicable.

11. In our opinion the term loans obtained by the holding company from non-banking finance companies have been applied for the purpose for which they were raised. The subsidiary company has not obtained any term loan.

12. During the course of our examination of the books and records of the holding company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us and based on statutory auditor’s report of the subsidiary company, we have neither come across any instance of material fraud on or by the Group, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Manubhai & shahChartered Accountants


(darshan shah)Place: Mumbai PartnerDate: May 15, 2015 Membership No.131508

62

ConsoLidaTed baLanCe sheeT as aT MarCh 31, 2015ParTiCuLars note

no.as at

March 31, 2015As at


i. eQuiTY and LiabiLiTies(1) shareholder's funds

(a) Share Capital 2 7,120.69 3,620.69(b) Reserves and surplus 3 9,821.98 10,292.97

16,942.67 13,913.66

(2) share application Money Pending allotment 4 - 500.00

(3) non- current liabilities(a) Long-term borrowings 5 12.42 59.93(b) Deferred tax liabilities (Net) 6 467.58 698.90(c) Other long-term liabilities 7 538.95 503.81(d) Long- term provisions 8 2,453.16 2,023.22

3,472.11 3,285.86(4) Current liabilities

(a) Short- term borrowings 9 2,494.31 1,931.58(b) Trade payables 10 7,210.44 7,342.05(c) Other current liabilities 11 3,120.91 2,711.96(d) Short-term provisions 12 153.45 140.39

12,979.11 12,125.98ToTaL 33,393.89 29,825.50

ii. asseTs(1) non Current assets

(a) fixed assets(i) Tangible assets 13 9,887.83 12,010.54(ii) Intangible assets 13 83.01 49.74(iii) Capital work-in-progress 13 354.25 255.38

(b) Non-current investments 14 6,514.08 428.63(c) Long-term loans and advances 15 2,343.81 2,673.61(d) Other non-current assets 16 151.70 598.55

19,334.68 16,016.45(2) Current assets

(a) Current Investments 17 0.06 0.06(b) Inventories 18 6,221.77 5,797.73(c) Trade receivables 19 1,659.88 1,672.48(d) Cash and bank balances 20 4,960.54 4,445.53(e) Short-term loans and advances 21 997.46 1,739.28(f) Other current assets 22 219.50 153.97

14,059.21 13,809.05ToTaL 33,393.89 29,825.50Significant Accounting Policies and Notes to Accounts 1 to 40

See accompanying Notes to Consolidated Financial StatementsAs per our Report of even date attached for and on behalf of the board of directorsFor Manubhai & shahChartered Accountants M. n. Mehta ChairmanFirm Registration No. 106041W jay M. Mehta Executive Vice Chairman


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41stAnnualReport

ConsoLidaTed sTaTeMenT of ProfiT and Loss for The Year ended MarCh 31, 2015

ParTiCuLars note no.



` in lacs ` In lacs

1 Revenue from operations 23 54,520.21 45,820.23

Less : Excise Duty 6,116.81 4,845.31

48,403.40 40,974.92

2 Other income 24 775.23 817.00

3 Total revenue (1+2) 49,178.63 41,791.92

4 expenses :

a. Cost of material consumed 25 6,873.00 5,074.49

b. Changes in inventories of finished goods and work-in-progress 26 (421.51) 537.78

c. Employee benefits expenses 27 3,008.77 2,680.76

d. Finance cost 28 384.82 299.53

e. Depreciation and amortisation expenses 13 1,148.21 766.29

f. Other expenses 29 38,231.98 32,392.37

Total expenses 49,225.27 41,751.22

5 Profit before exceptional items and tax (3-4) (46.64) 40.70

6 Exceptional items 30 (655.67) -

7 Profit / (Loss) before tax (5+6) (702.31) 40.70

8 Tax expense:

a. For the Current Year

(i) Current tax - 5.24

(ii) Mat Credit Entitlement - (5.24)

(iii) Deferred Tax Charge / (Credit) (231.32) 313.12

b. Relating to earlier years

(i) Current tax - 203.36

(ii) Mat Credit Entitlement - (203.36)

(231.32) 313.12

9 (Loss) for the year (7-8) (470.99) (272.42)

10 Earnings per equity share of ` 10 each : 31

a. Basic - ` per share (1.10) (0.75)

b. Diluted - ` per share (1.10) (0.75)

Significant Accounting Policies and Notes to Accounts 1 to 40



64



` in lacs ` In lacsa. Cash fLoW froM oPeraTinG aCTiViTies

ProfiT / (Loss) before TaX (702.31) 40.70adjustments for

Depreciation 1,148.21 766.29Finance Cost 384.82 299.53Interest Income (440.05) (495.90)Loss of sale / discard of fixed assets 39.83 7.18Exceptional Item 655.67 -Profit on sale of fixed assets - (0.15)Provision for doubtful debtors and advances (Net) (23.09) (15.77)

oPeraTinG ProfiT before WorKinG CaPiTaL ChanGes 1,063.08 601.88adjustments for

Trade and other receivables 507.46 510.77Inventories (424.04) 853.07Trade payable 720.34 (500.23)

Cash GeneraTed froM oPeraTions 1,866.84 1,465.49Income-tax paid / (refund) (270.04) 595.40

neT Cash fLoW froM oPeraTinG aCTiViTies 2,136.88 870.09

b. Cash fLoW froM inVesTinG aCTiViTies Purchase of fixed assets (578.62) (4,139.78)Purchase of Long term investments (6,513.95) (432.78)Sale of Investment 428.50 1.00Interest Income 440.05 495.90Advance to parties for capital expenditure 329.80 (103.29)Sale of fixed / discarded assets 725.49 5.28Fixed deposits and interest accrued 381.32 (171.39)

neT Cash fLoW froM inVesTinG aCTiViTies (4,787.41) (4,345.06)

C. Cash fLoW froM finanCinG aCTiViTiesProceeds from Long-term Borrowings 35.14 4.66Repayment of Long-term Borrowings (47.51) (68.47)Short-term Borrowings 562.73 1,906.58Finance Cost (384.82) (299.53)Equity Share Application money - 500.00Increase in Share Capital 3,000.00 -

neT Cash fLoW froM finanCinG aCTiViTies 3,165.54 2,043.24neT inCrease / (deCrease) in Cash and Cash eQuiVaLenTs 515.01 (1,431.73)Cash and Cash eQuiVaLenTs as on 01.04.2014 4,445.53 5,877.26Cash and Cash eQuiVaLenTs as on 31.03.2015 4,960.54 4,445.53

note:1. Cash Equivalents include ` 4,958.53 lacs (previous year ` 4,444.24 lacs) being Bank Balances and Fixed Deposits with Banks. Bank balances include

earmarked balances of ` 14.37 lacs (previous year ` 14.47 lacs).2. Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard AS - 3 specified under section 133 of the

Companies Act, 2013.3. Figures in bracket indicate Cash Outflow.



ConsoLidaTed Cash fLoW sTaTeMenT for The Year ended MarCh 31, 2015

65

41stAnnualReport

note no. 1sTaTeMenT of siGnifiCanT aCCounTinG PoLiCies :1.1 basis of accounting :

The consolidated financial statements are prepared as under :

(a) on the historical cost convention,

(b) on a going concern basis,

(c) in accordance with the generally accepted accounting principles,

(d) on an accrual system of accounting,

(e) in accordance with the Accounting Standards specified in Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

1.2 Principles of Consolidation :

(a) The Consolidated Financial Statements have been prepared in accordance with principles and procedures laid down in Accounting Standard AS-21 "Consolidated Financial Statements" as specified in Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

(b) As far as possible, the Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to, in the same manner as the Holding Company’s separate Financial Statements.

(c) The difference between cost of investments in the subsidiary company and holding company's share of Net Assets at the time of acquisition of shares in subsidiary is recognised in the financial statements as Goodwill or Capital Reserve, as the case may be.

1.3 subsidiary Company considered in the Consolidated financial statement are:

no. name of the Company Country of incorporation

Parent’s ultimate holding as on 31.03.2015

financial Year ends

i. Villa Trading Company Private Limited India 100% Year ended March 31, 2015

1.4 use of estimates:

The preparation of the consolidated financial statements in conformity with the generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting year, the reported amounts of assets and liabilities and the disclosures of contingent liabilities as on the date of the consolidated financial statements. Examples of such estimates include useful life of Fixed Assets, provision for doubtful debts/ advances, deferred tax, etc. Actual results could differ from those estimates. Such difference is recognised in the year in which the results are known / materialised.

1.5 revenue recognition :

(a) Sales are accounted on dispatch of goods to customers. Sales figures are inclusive of excise duty, but are net of sales tax, value added tax, sales returns and adjustment in respect of discounts, rate difference, etc.

(b) Export Sales are accounted on the basis of bills of lading / mates receipt dates.

(c) Export incentives are accounted for on export of goods, if the entitlement can be estimated with reasonable accuracy and conditions precedent to their claims are fulfilled.

(d) Claims for Insurance are accounted on certainty of acceptance thereof by the Insurer.

(e) Dividend income is recognised based on establishment of the right to receive such income.

(f) Octroi refund claims are accounted for on receipt basis.

1.6 fixed asset and depreciation :

(a) Fixed assets include all expenditure of capital nature and are stated at cost (net of Cenvat, wherever applicable) less accumulated depreciation.

(b) Depreciation on fixed assets is provided on straight-line method over useful life of assets as prescribed in Part C of Schedule II to the Companies Act, 2013.

(c) In respect of addition and sales of assets during the year, depreciation is provided on prorata basis.

(d) Intangible assets are stated at cost of acquisition less accumulated amortisation and accumulated impairment loss, if any.

66

Amortisation is provided over their respective individual assets' estimated useful lives on the straight line basis commencing from the year of assets available for use to the Holding Company.

1.7 impairment of fixed assets :

(a) Consideration is given at each balance sheet date to determine whether there is any indication of impairment of the carrying amount of the Holding Company’s fixed assets. If any indication exists, an asset’s recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount.

(b) Reversal of impairment losses recognized in prior years is recorded when there is an indication that the impairment losses recognized for the asset no longer exists or have decreased.

1.8 investments :

Investments that are intended to be held for more than a year from the date of acquisition are classified as long-term investments and are stated at its cost of acquisition. Diminution, other than temporary, in the value of such investments is provided. Investments other than long-term investments, being current investments, are valued at the lower of cost and fair value, determined on an individual basis.

1.9 inventories :

(a) Inventories are stated at cost or net realizable value, whichever is lower. For this purpose cost has been arrived at on the basis of moving weighted average. Cost of finished goods include all direct cost, other related factory overheads and excise duty.

(b) Provision for obsolescence is made wherever considered necessary.

1.10 foreign Currency Transactions :

(a) Transactions in foreign currency (Monetary or Non-monetary items) are recorded at the exchange rate prevailing on the date of the transaction.

(b) Monetary items (i.e. receivables, payables etc.), which are denominated in foreign currency are translated and reported using the exchange rates prevailing on the date of the Balance Sheet.

(c) Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

(d) Exchange differences arising on the settlement of monetary items or on reporting at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or expenses in the year in which they arise.

1.11 Employee Benefits :

(a) Defined contribution plan: The Holding Company's superannuation scheme and state governed provident fund scheme are defined contribution plans. The contribution paid/payable under the schemes is recognised during the year in which the employees renders the related service.

(b) Defined benefit plan - Gratuity : In accordance with applicable Indian Laws, the Holding Company provides for gratuity, a defined benefit retirement plan ("Gratuity Plan") covering all employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on the respective employees last drawn salary and the years of employment with the Company. Liability with regard to Gratuity Plan is accrued based on actuarial valuation at the Balance Sheet date, carried out by an independent Actuary. Actuarial gain or loss is recognised immediately in the Consolidated Statement of Profit and Loss as Income or Expense.

(c) Compensated Absences : As per policy of the Hodling Company, it allows for the encashment of absence or absence with pay to its employees. The employees are entitled to accumulate such absences subject to certain limits, for the future encashment or absence. The Holding Company records an obligation for Compensated absences in the year in which the employees renders the services that increases this entitlement. The Holding Company measures the expected cost of compensated absences as the additional amount that the Holding Company expects to pay as a result of the unused entitlement that has accumulated at the Balance Sheet date on the basis of an independent Actuarial valuation.

1.12 Provisions, Contingent Liabilities and Contingent assets :

(a) Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past event and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the Financial Statements.

(b) Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date in accordance with the Accounting Standard AS-29 on “Provisions, Contingent Liabilities And Contingent Assets” notified under the Companies (Accounts) Rules, 2014.

67

41stAnnualReport

1.13 borrowing Cost :

Borrowing costs, attributable to the acquisition / construction of qualifying assets, are capitalized. Other borrowing costs are charged to Consolidated Statement of Profit and Loss.

1.14 Taxation :

(a) Income tax charge or credit comprises current tax and deferred tax charge or credit.

(b) Current Income tax is measured at the amount expected to be paid to Tax authorities in accordance with the provisions of Income Tax Act, 1961.

(c) Deferred tax asset or liability on timing difference are recognised using current rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognised to the extent there exists a virtual certainty that these assets can be realised in future. Deferred tax assets and liabilities are reviewed at each Balance Sheet date.

(d) Minimum Alternate Tax (MAT) Credit is recognized as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. In the year in which the MAT Credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of credit to the Consolidated Statement of Profit and Loss and shown as MAT credit entitlement. The Holding Company reviews the same at each Balance Sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.

1.15 earnings per share

Basic earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

1.16 General :

Accounting policies not specifically referred to are consistent with generally accepted accounting practice.

68

noTes To ConsoLidaTed baLanCe sheeT :note no. Particulars as on

31.03.2015As on

31.03.20142 share Capital ` in lacs ` In lacs

(a) Authorized :50,00,00,000 Equity Shares of ` 10 each 50,000.00 50,000.00

(b) Issued :14,48,16,075 Equity Shares of ` 10 each 14,481.61 14,481.61

(c) Subscribed :8,62,03,932 (previous year 3,62,03,932) Equity Shares of ` 10 each

8,620.39 3,620.39

(d) Paid up :6,61,53,852 (previous year 3,61,53,852) Equity Shares of ` 10 each fully paid up

6,615.39 3,615.39

2,00,00,000 (previous year NIL) Equity Shares of ` 10 each, ` 2.50 paid up

500.00 -

Add : Forfeited Shares 5.30 5.30Total share Capital 7,120.69 3,620.69

(e) Rights, preferences and restrictions : (i) The Holding Company has only one class of equity shares referred to as Equity shares having a par value of ` 10.

Each holder of equity share is entitled to one vote per share.

(ii) Dividends, if any, is declared and paid in Indian Rupees. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(iii) In the event of liquidation of the Holding Company, the holders of equity shares will be entitled to receive residual assets of the Holding Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

(f) Details of shares in the Holding Company held by each shareholder holding more than 5 per cent shares :s. no.

name of the shareholder no. of shares % of shareholding

No. of shares % of shareholding

1 Bhadra Consultancy Pvt Ltd * 4,88,00,000 56.65 - -2 Gujarat Industrial Investment Corporation Ltd. 82,52,697 9.58 20,63,174 5.713 The Arj Investments Ltd.

(holding less than 5% in current year)- - 45,57,379 12.61

* includes 2,00,00,000 equity shares on which ` 2.50 per share is paid up

(g) Reconciliation of Paid up Share Capital : no. of shares ` in lacs No. of Shares ` In lacsOpening Balance 3,61,53,852 3,615.39 3,61,53,852 3,615.39Add : Issue of fully paid Share Capital in terms of BIFR's

order*3,00,00,000 3,000.00 - -

Add : Issue of Partly Paid up Share Capital in terms of BIFR's order*

2,00,00,000 500.00 - -

Closing Balance 8,61,53,852 7,115.39 3,61,53,852 3,615.39* See Note No. 35

69

41stAnnualReport

as on 31.03.2015

As on 31.03.2014

3 reserves and surplus ` in lacs ` In lacs(a) Capital Reserves

(i) Capital Reserve Govt. Subsidy 26.95 26.95(ii) Capital Reserve - Capital Reduction Account 6,921.68 6,921.68(ii) Capital Reserve - On account of Consolidation 8.58 8.58

6,957.21 6,957.21(b) Surplus / (Deficit) in the Consolidated Statement of Profit and Loss

Opening Balance 3,335.76 3,608.18Less : (Deficit) for the year (470.99) (272.42)Closing balance 2,864.77 3,335.76

9,821.98 10,292.97

4 share application Money Pending allotmentShare Application Money - 500.00

- 500.00

5 Long-term borrowings ` in lacs ` In lacs(a) Term loans, Secured

• from banks - 5.18• from other parties 12.42 54.75

12.42 59.93

Term loans from NBFCs in respect of finance availed for purchase of vehicles are secured by hypothecation of vehicles financed by them. The Loans are repayable in monthly equated installments carrying varied interest from 9.60% to 11.50% p.a. over 3 to 5 years.

6 deferred Tax Liabilities / assetsIn accordance with Accounting Standard AS - 22 “Accounting for Taxes on Income” specified under section 133 of the Companies Act, 2013, the Holding Company has reviewed its Deferred Tax Liabilities (DTL) and Deferred Tax Assets (DTA) upto March 31, 2015.

Accordingly the Holding Company has computed Deferred Tax Assets of ` 1,142.40 lacs and Deferred Tax Liabilities of ` 1,609.98 lacs as on March 31, 2015 on the following items of timing differences :

as on 31.03.2015

As on 31.03.2014

a. deferred Tax assets : ` in lacs ` In lacsAccrued Expenses deductible on cash basis 409.25 207.32Provision for Doubtful debts & advances 148.50 149.24Unabsorbed Depreciation 584.65 466.03

Total 1,142.40 822.59b. deferred Tax Liabilities:

Difference between WDV of fixed assets as per the Income-tax Act,1961 and the Companies Act, 1956

1,609.98 1,521.49

Total 1,609.98 1,521.49c. net deferred Tax (Liability)/ assets (a – b) (467.58) (698.90)

70

as on 31.03.2015

As on 31.03.2014

7 other Long-term Liabilities ` in lacs ` In lacsDeposits 538.95 503.81

538.95 503.81

8 Long-term provisions ` in lacs ` In lacs(a) Provision for employee benefits.

(i) Gratuity 637.34 516.92(ii) Privilege Leave 218.25 159.44

(b) Others 1,597.57 1,346.862,453.16 2,023.22

The Holding Company's gratuity plan and leave encashment are not funded. The following table sets out the status of the gratuity plan and leave encashment as required under Accounting Standard AS - 15 "Employee Benefits" and the reconciliation of opening balances of the present value of the defined benefit obligation.

i Changes in Present Value of obligations:

Particulars for the year ended March 31, 2015


Gratuity PL encashment Gratuity PL Encashment` in lacs ` in lacs ` In lacs ` In lacs

Present Value of Obligation as at the beginning of the year 582.95 224.90 574.36 219.84Current Service Cost 25.55 17.19 27.36 18.27Interest Cost 53.92 20.80 45.95 17.59Actuarial (gain) / Loss on obligations 69.86 53.83 (20.35) 9.20Benefits paid (25.41) (22.36) (44.37) (40.00)Present value of Obligation as at the end of the year 706.87 294.36 582.95 224.90

ii The amount recognised in balance sheet:

Present value of Obligation as at the end of the year 706.87 294.36 582.95 224.90Fair Value of Plan Assets at the end of the year - - - -Net Liability recognized in Balance sheet 706.87 294.36 582.95 224.90

iii Amount recognised in Statement of Profit and Loss :

Current Service Cost 25.55 17.19 27.36 18.27Interest Cost 53.92 20.80 45.95 17.59Net Actuarial (gain) / Loss recognised in the year 69.86 53.83 (20.35) 9.20Expenses Recognized in the statement of Profit & Loss 149.33 91.82 52.96 45.06

iV assumptions:

Mortality Table 2006-08 2006-08 2006-08 2006-08 Discount Rate 7.90% 7.90% 9.25% 9.25%Rate of increase in compensation levels 5.50% 5.50% 5.50% 5.50%

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

71

41stAnnualReport

as on 31.03.2015

As on 31.03.2014

9 short-term borrowings ` in lacs ` In lacs(a) Loans repayable on demand from Banks - Secured *

• Overdraft 1,894.31 1,931.58(b) From others - Secured ** 600.00 -

2,494.31 1,931.58

* The overdraft from bank is secured against pledge of FDRs of ` 3,443.92 lacs (previous year ` 3,212.08 lacs).** The loan 'from others' has been secured by pledge of shares of Saurashtra Cement Ltd. held by Subsidiary Company and personal guarantee of a director of Holding Company.

10 Trade Payables ` in lacs ` In lacs(a) Trade Payable 7,201.80 7,342.05(b) Amount payable to related party (refer note no. 36) 8.64 -

7,210.44 7,342.05

Trade Payable includes dues to small and medium enterprises, which require the following disclosure in accordance with Section 22 of Micro, Small and Medium Enterprises Development Act, 2006 :

` in lacs ` In lacsi. Principal amount remaining unpaid and interest thereon 5.82 351.93ii. Interest paid in terms of Section 16 - -iii. Interest due and payable for the period of delay in payment - -iv. Interest accrued and remaining unpaid - -

The above information has been determined to the extent such parties could be identified on the basis of information available with the Holding Company regarding the status of suppliers under the MSME.

11 other current liabilities ` in lacs ` In lacs(a) Current maturities of long-term debt

(i) Banks - 27.85(ii) Others 42.33 47.49

(b) Advance from customers 2,043.80 1,561.99(c) Statutory dues 732.05 858.80(d) Unpaid Dividend 14.37 14.47(e) Other liabilities 288.36 201.36

3,120.91 2,711.96

12 short-term provisions ` in lacs ` In lacs(a) Provision for Gratuity - Current 69.53 66.03(b) Provision for Leave encashment - Current 76.12 65.46(c) Provision for Wealth Tax 7.80 8.90

153.45 140.39

72

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73

41stAnnualReport

as on 31.03.2015

As on 31.03.2014

14 non-current investments ` in lacs ` In lacsother than Trade - Long Term (at Cost)(a) Investment in Equity Instrument (Quoted) :

1,17,45,167 (previous year 450) equity shares of ` 10 each in Saurashtra Cement Limited 6,510.21 0.05

(b) Investment in Equity Instrument (Unquoted) :19,95,000 equity shares of ` 0.10 each in OPGS Power Gujarat Pvt. Ltd. 3.79 -

(d) Other Investment (Unquoted) :(i) (previous year 4,28,500) Non Convertible Debentures of Pallor Trading Co. Pvt. Ltd. - 428.50(ii) 6 Years National Savings Certificates 0.08 0.08 (Kept as security deposit with Government authorities)

6,514.08 428.63Aggregate Market Value of Quoted Investments 5,103.32 0.07Aggregate Cost of Quoted Investments 6,510.21 0.05

15 Long-term loans and advances ` in lacs ` In lacs(a) Capital Advances, considered good 150.43 82.29(b) Security Deposits, considered good 865.06 830.59(c) MAT Credit Entitlement 1,312.23 1,312.23(d) Taxes paid in advance - 432.41(e) VAT receivable 4.59 4.59(f) Other loans and advances

(i) Considered Good 11.50 11.50(i) Considered Doubtful 323.92 323.92Less : Provision for Doubtful Advance (323.92) (323.92)

2,343.81 2,673.61

16 other non-current assets ` in lacs ` In lacsFixed deposits with bank maturing after 12 months 151.70 598.55Of the above fixed deposits of ` 51.70 lacs (Previous year ` 598.55 lacs) kept as security / margin money against overdraft / guarantees.

151.70 598.55

17 Current investments ` in lacs ` In lacsInvestments in Government securities : 6 Years National Savings Certificates 0.06 0.06(Kept as security deposit with Government authorities)

0.06 0.06

74

as on 31.03.2015

As on 31.03.2014

18 inventories ` in lacs ` In lacs(a) Raw materials (includes materials in transit of ` 11.90 lacs, previous year NIL) 642.17 140.37(b) Work-in-progress 1,553.40 1,234.89(c) Finished goods 430.39 327.39(d) Stores and spares (includes stores and spares in transit of ` 17.28 lacs, previous year `

1.84 lacs)1,547.17 1,849.86

(e) Fuel (includes coal in transit of ` 1,383.96 lacs, previous year ` 1,839.31 lacs) 2,048.64 2,245.226,221.77 5,797.73

19 Trade receivables (unsecured) ` in lacs ` In lacs(a) Outstanding for a period exceeding six months- considered good 269.87 350.34- considered doubtful 103.61 127.92(b) Others - considered good 1,390.01 1,322.14

1,763.49 1,800.40Less : Provision for Doubtful Debts (103.61) (127.92)

1,659.88 1,672.48

20 Cash and bank balances ` in lacs ` In lacs(a) Cash and cash equivalent

(i) Balances with banks in current and fixed deposit accounts 1,151.95 1,083.38(ii) Cash on hand 2.01 1.29

1,153.96 1,084.67(b) Other Bank Balances

(i) Earmarked Balances with Bank 14.37 14.47(ii) Fixed Deposits with Banks 3,792.21 3,346.39Of the above fixed deposits of ` 3,392.21 lacs (Previous year ` 3,346.39 lacs) kept as margin money against overdraft and guarantees.

4,960.54 4,445.53

21 short-term loans and advances ` in lacs ` In lacs(a) Unsecured, Considered Good

(i) Taxes paid in advance (net of provision of ` 1,162.64 lacs, previous year ` 1,366.01 lacs)

345.59 183.22

(ii) Advance against purchase of Stores and Spare 87.64 215.68(iii) Cenvat and Service Tax Receivable 208.97 1,012.88(iv) Others 355.26 327.50

(b) Unsecured, Considered Doubtful(i) Advance against purchase of Stores and Spare 2.82 1.60

1,000.28 1,740.88 Less : Provision for Doubtful Advance (2.82) (1.60)

997.46 1,739.28

22 other current assets ` in lacs ` In lacsInterest accrued but not due on Fixed Deposits 219.50 153.97

219.50 153.97

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41stAnnualReport

note no.Particulars for the year ended March 31, 2015


23 revenue from operations : ` in lacs ` In lacs(a) Sale of products;

(i) Cement 51,769.35 43,042.33(ii) Clinker 2,475.58 2,526.58

(b) Other operating revenues(i) Sale of Scrap 253.04 250.46(ii) Claim from Railway for Cement Shortage 2.00 0.86(iii) Export Entitlement 20.24 -

54,520.21 45,820.23Less: (c) Excise duty 6,116.81 4,845.31

48,403.40 40,974.92

24 other income ` in lacs ` In lacs(a) Interest Income 440.05 495.90(b) Insurance claim 4.67 17.31(c) Profit on sale of fixed assets - 0.15(d) Excess provision written back 129.58 97.04(e) Sundry credit balances written back 168.50 112.63(f) Provision for doubtful debts written back 16.56 30.13(g) Miscelloneous Income 15.87 63.84

775.23 817.00

25 Cost of material consumed ` in lacs ` In lacs(a) Raw materials *

Opening Stock of Raw Materials 140.37 374.13Add: Purchases 3,462.55 1,357.46Less: Closing Stock of Raw Materials 642.14 140.37

2,960.78 1,591.22(b) Royalty, Cess and Limestone raising cost

(i) Limestone raising and Transportation 1,157.32 1,032.67(ii) Royalty 1,045.09 818.06(iii) Welfare cess 15.35 16.19

2,217.76 1,866.92(c) Packing material

Opening Stock of Packing Materials 111.48 94.24Add: Purchases 1,627.13 1,633.59Less: Closing Stock of Packing Materials 44.15 111.48

1,694.46 1,616.35Total material consumed 6,873.00 5,074.49

* Details of Raw Material Consumed(i) Limestone and Marl 1,146.37 44.26(ii) Gypsum 874.53 790.69(iii) Fly Ash 306.50 338.35(iv) Clinker (Purchased) 122.91 -(v) Others 510.47 417.92

2,960.78 1,591.22

noTes To ConsoLidaTed sTaTeMenT of ProfiT and Loss:

76



26 Change in inventories of finished goods and work-in-progress ` in lacs ` In lacs(a) Opening stock of inventories

Finished Goods - Cement 327.39 677.11Work-in-progress - Raw Flour and Clinker 1,234.89 1,422.95

(b) Closing Stock of inventoriesFinished Goods - Cement 430.39 327.39Work-in-progress - Raw Flour and Clinker 1,553.40 1,234.89

(Increase)/ decrease in inventories (421.51) 537.78

27 Employee Benefits Expense ` in lacs ` In lacs(a) Salaries and wages 2,730.53 2,324.64(b) Contribution to provident and other funds 158.33 202.23(c) Staff welfare expenese 119.91 153.89

3,008.77 2,680.76

28 finance Cost ` in lacs ` In lacsInterest Expense(a) On Borrowings 144.78 165.15(b) Interest on Income Tax - 95.15(c) Interest on Customs Duty 203.15 -(d) On Others 36.89 39.23

384.82 299.53

29 other expenses ` in lacs ` In lacs(a) Power and fuel 21,185.78 17,687.41(b) Stores and spares consumed 2,679.02 2,568.14(c) Repair and maintenance* 1,498.11 1,204.63(d) Insurance 103.20 110.44(e) Rent 182.57 166.48(f) Rates and taxes 44.55 31.48(g) Payment to auditors** 9.89 8.83(h) Directors' sitting fees 25.12 13.20(i) Loss on sale/discard of assets 39.83 7.18(j) Bad Debts written off 13.49 21.18(k) Provision for doubtful debt - 14.36(l) Wealth Tax 7.80 8.90(m) Travelling and conveyance expenses 591.05 547.59(n) Exchange rate fluctuation 145.01 206.56(o) Legal and professional expneses 320.19 274.84(p) Freight 8,147.45 6,576.81(q) Commission and discounts 1,011.01 872.79(r) Selling expenses 1,424.14 1,280.91(s) Miscellaneous Expenses 803.77 790.64

38,231.98 32,392.37

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41stAnnualReport



*repairs and maintenance(a) Repairs to buildings. 188.10 12.16(b) Repairs to machinery. 729.02 471.58(c) Others 580.99 720.89

1,498.11 1,204.63

** Payments to the auditors(a) For Statutory Audit 7.04 5.51(b) For Tax Audit - 2.00(c) For Other services 2.85 1.32

9.89 8.83

30 exceptional items ` in lacs ` In lacsLoss on sale of DG sets (752.02) -Profit on sale of Office Building and Machinery 96.35 -

(655.67) -31 earning Per share:

(a) Net (Loss) after Tax (` in lacs) (470.99) (272.42)(b) Total Weighted Average Number of Shares for Basic Earning 42,897,414 36,153,852(c) Basic Earning per share in rupees (1.10) (0.75)(d) Total Weighted Average Number of Shares for Diluted Earning 42,897,414 36,208,647(e) Diluted Earning per share in rupees (1.10) (0.75)

32 a) Value of imports calculated on C.i.f. basis by the company during the financial year in respect of

` in lacs ` In lacs

(i) Raw Materials 458.59 -(ii) Fuel 1549.62 -(iii) Components and spare parts 393.66 450.03(iv) Capital goods 68.92 963.57

b) Expenditure in foreign currency during the financial year on account of (i) Professional and Consultation fees 7.64 34.91(ii) Others 141.31 218.02

c) Total value of all imported raw materials, spare parts and components consumed during the financial year and the total value of all indigenous raw materials, spare parts and components similarly consumed and the percentage of each to the total consumption.(i) raw Materials : ` in lacs Percentage ` In lacs Percentage

Imported 84.18 2.84 - -Indigenous 2,876.60 97.16 1,591.22 100.00

2,960.78 100.00 1,591.22 100.00(ii) stores and spares : ` in lacs Percentage ` In lacs Percentage

Imported 412.32 15.39 379.60 14.78Indigenous 2,266.70 84.61 2,188.54 85.22

2,679.02 100.00 2,568.14 100.00

d) earnings in foreign exchange ` in lacs ` In lacsExport of goods calculated on F.O.B. basis 489.18 67.83

33 The amount of expenditure on Corporate Social Responsibility (CSR) activities is ` 36.04 lacs which includes ` 9.21 lacs Capital Expenditure.

78



34 Contingent liabilities and commitments ` in lacs ` In lacs(to the extent not provided for)(a) Contingent liabilities

(i) Claims against the company not acknowledged as debt 807.18 807.18(ii) Other money for which the company is contingently liable - Matter

under dispute- Excise duty 53.95 55.53- Customs 74.09 261.39- Service Tax 889.98 472.20- Rajasthan Sales Tax 24.73 24.73- Gujarat Sales Tax 112.94 112.94- Gujarat VAT 311.84 311.84- Income-tax 1.50 1,226.03- Octroi 140.98 140.98

(b) Commitments(i) Estimated amount of contracts remaining to be executed on capital

account and not provided for (net of advances of ̀ 54.01 lacs; previous year ` 20.80 lacs)

132.87 143.01

35 Hon'ble Appellate Authority for Industrial and Financial Reconstruction (AAIFR) vide its order dated 23.10.2012 inter-alia upheld the order of the Board for Industrial and Financial Reconstruction (BIFR) dated 15.02.2011 holding that the Holding Company's net worth has turned positive as on 31.3.2010 and consequent thereto, the Holding Company had been discharged from the purview of BIFR. However, in the said order, Hon'ble AAIFR had also held that even after the discharge of the Holding Company from the purview of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) on its attaining positive net worth, the jurisdiction of BIFR under section 18(12) to monitor periodically the implementation of the provisions of the sanctioned scheme and also u/s 18(9) for removing the defects in giving effect to the provisions of the sanctioned scheme is not taken away. AAIFR further held that BIFR can also entertain the proposal for modification of the scheme if it so warranted during implementation of the scheme and remanded the matter to BIFR with direction to consider modified draft revival scheme (MDRS).

Hon’ble BIFR vide its order dated 6.12.2012 issued on 16.1.2013 sanctioned the MDRS of the Holding Company inter-alia consisting of following main points :

(i) Reduction of paid up capital by 75%.

(ii) Fresh infusion of equity capital of ` 5,000 lacs (inclusive of balance of share capital amounting to ` 851 lacs which had remained to be brought in by the promoters under the sanctioned scheme of 2002) consisting of 500 lacs equity shares of ` 10/- each at par to the Promoters, associates etc.

(iii) To complete the jetty at revised cost of ` 5,972 lacs.

In compliance to the aforesaid order, the Holding Company's paid up Share Capital was reduced by 75% (Seventy five percent). Further, the promoters have brought in ` 3,500 lacs towards fresh equity share capital for cash at par up to March 31, 2015.

36 (a) related Parties disclosure:(a) Promoter companies together with its subsidiaries and associate companies holding more than 20% of the Equity Capital:

1 Ria Holding Ltd.*2 Pranay Holding Ltd.*3 Reeti Investment Ltd.*4 Prachit Holding Ltd.*5 Sumaraj Holding Pvt. Ltd.6 Sunnidhi Trading Pvt. Ltd.

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41stAnnualReport

7 Shree Anandeya Investment Pvt. Ltd.8 Sameta Export Pvt. Ltd.9 Pallor Trading Company Pvt. Ltd.10 The Arj Investments Limited11 Treasurer's Trading Limited 12 Gujarat Industrial Investment Corp. Ltd.13 Industrial Construction Limited14 Samja Maurtius Limited15 Bhadra Consultancy Private Limited16 Mehta Investments Pte Limited

*10,35,912 shares held as security by a bank in bank's name for financial assistance granted.

(b) name of Key Management Personnel :1 Mr. Jay Mehta - Executive Vice Chairman2 Mr. M. S. Gilotra - Managing Director

(c) name of a company in which policies are controlled by common key management personnel:Saurashtra Cement Limited

(b) disclosure of related Parties Transactions :for the year ended



1 Remuneration to Mr. Jay Mehta 280.31* 249.81* 2 Remuneration to Mr. M S Gilotra 128.16 121.22* * In view of inadequacy of profit for the year 2013-14, remuneration paid by the Holding Company to Mr. Jay Mehta and Mr. M. S. Gilotra was in excess of the limit prescribed under sections 198 and 309 read with Schedule XIII to the Companies Act, 1956. Pending approval of the Central Government, an amount of ` 265.37 lacs is being held in trust by them. Further, in view of inadequacy of the profit for the year 2014-15, remuneration paid by the Holding Company to Mr. Jay Mehta was in excess of the limit prescribed under sections 197 and 198 read with Schedule V to the Companies Act, 2013. Pending approval of the Central Government, an amount of ` 184.79 lacs is being held in trust by him.

3 Particulars of transactions with Saurashtra Cement Ltd. The transactions are disclosed in aggregate value for the year:Particulars for the year ended



Purchase of Goods & materials 132.42 27.42Sale of Goods & materials 2,857.25 4,621.54Services received [Net] 112.57 46.94Outstanding Receivable / (Payable) (8.64) 149.10

37 The holding Company has only one business segment ‘Cement / Clinker’ as primary segment.

38 The Holding Company has revised depreciation rate on fixed assets as per the useful life specified in Schedule II to the Companies Act, 2013 or assessed by the Holding Company. Based on current estimates, depreciation of ` 157.99 lacs on account of assets whose useful life has already exhausted as on April 1, 2014 has been added to depreciation for the year ended March 31, 2015.Had there not been any change in useful life of assets, depreciation for the year ended March 31, 2015 would have been lower by ` 286.33 lacs, if the same rate of depreciation would have been followed.

80

39 Additional information as required in terms of Schedule III to the Companies Act, 2013 is as under :name of the entity in the Group net assets, i.e.,

total assets minus total liabilitiesshare in loss

as % of consolidated net

assets

` in lacs as % of consolidated loss

` in lacs

1 2 3 4 5Parent : Gujarat sidhee Cement LimitedSubsidiaries :indian1 Villa Trading Company Pvt. Ltd. 2.47% 419.20 4.70% (22.12)Minority Interest Not ApplicableJoint Ventures Not ApplicableTotal 2.47% 419.20 4.70% (22.12)

40 The previous year's figures have been regrouped / rearranged so as to conform to the current year's figures.

As per our Report of even date attached for and on behalf of the board of directorsFor Manubhai & shahChartered Accountants M. n. Mehta ChairmanFirm Registration No. 106041W jay M. Mehta Executive Vice Chairman


forM aoC-i(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries

(` in lacs)sl. no. 1name of the subsidiary Villa Trading Company Pvt. Ltd.Share capital 431.70Reserves & surplus (12.50)Total Assets 6,620.75Total Liabilities 6,201.55Investments 6,510.19Turnover 3.44Profit / (Loss) before taxation (22.12)Provision for taxation -Profit / (Loss) after taxation (22.12)Proposed Dividend -% of shareholding 100%

for and on behalf of the board of directors

M. n. Mehta Chairmanjay M. Mehta Executive Vice Chairmans. V. s. raghavan DirectorM. s. Gilotra Managing DirectorV. r. Mohnot CFO & Company Secretary

Place : MumbaiDate : May 15, 2015

ANNUAL41st

REPORT2014-15

41 a report - bombay stock exchange · 41 a report gujarat sidhee cement limited (cin :...

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