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Page 1: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

ANNUAL41st

REPORT2014-15

Page 2: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

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

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

N. 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

www.gujaratsidheecementlimited.com

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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

(`  in Million)

Particulars Standalone Consolidated

Current F.Y. (2014 -15) (2013-14)

Current F.Y.(2014-2015) (2013-2014)

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

149.26 110.66 148.64 110.66

36.89 29.96 38.48 29.96

112.37 80.70 110.16 80.70

Depreciation 114.82 76.63 114.82 76.63

(65.57) Nil (65.57) Nil

(68.02) 4.07 (70.23) 4.07

Nil Nil Nil Nil

(23.13) 31.31 (23.13) 31.31

(44.89) (27.24) (47.10) (27.24)

333.58 360.82 333.58 360.82

288.69 333.58 286.48 333.58

THE YEAR UNDER REVIEW

PERFORMANCE REVIEW

Production and Sales

DIRECTORS’ REPORT

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Export

Fresh Infusion of Funds

issued on 16.1.2013.

Quote

`  50 crore (in addition to `  

Unquote

`  28.80 crores in March 2015

`  

DIVIDEND

MANAGEMENT DISCUSSION AND ANALYSIS

this Report as Annexure A.

CONSOLIDATED FINANCIAL STATEMENTS

`  `  

SUBSIDIARY COMPANIES

DIRECTORS’ RESPONSIBILITY STATEMENT

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CORPORATE GOVERNANCE

Annexure B.

RELATED PARTY TRANSACTIONS

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Annexure C

CORPORATE SOCIAL RESPONSIBILITY

RISK MANAGEMENT

DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointment

Cessation of Directors

Reappointment of Directors

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Board Evaluation

Declaration by Independent Directors

Appointment / Change in Key Management Personnel :

AUDITORS

Statutory Auditors

Secretarial Auditors

15. The report of the Secretarial Auditor is annexed as Annexure D to this report.

Tax Auditors

Internal Auditors

Cost Auditors

DISCLOSURES

Audit Committee

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Nomination & Remuneration Committee & Policy

Vigil Mechanism

Number of Board Meetings

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo.

Annexure E

Extract of the Annual Return

Annexure F.

Particulars of Employees

Annexure G.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Acts, 2013

GENERAL

Listing Of Equity Shares

Staff Relations

Deposits

Acknowledgement

ded to th

M. S. Gilotra Jay MehtaManaging Director

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Industry Structure and Development

Future Outlook

Opportunities & Threats

Segment Review and Analysis

Risks and Concerns

Internal Control systems and their adequacy

MANAGEMENT DISCUSSION AND ANALYSIS REPORTANNEXURE A

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Human Resource Development / Industrial Relations

The Industrial relations at the plant were cordial.

Corporate Social Responsibility (CSR)

Health Care

Education

Afforestation

Other CSR activities

Cautionary Statement

M. S. Gilotra Jay Mehta Managing Director

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1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE :

2. GOVERNANCE STRUCTURE

a) Board of Directors:

b) Committees of Directors:

c) Executive Management :

3. BOARD OF DIRECTORS :

(i) Composition (As on 31.3.2015)

Category No. of Directors572

Total 14

CORPORATE GOVERNANCEANNEXURE B

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

thousands of people in East Africa.

(ii) Mr. Jay Mehta (Executive Vice Chairman, Promoter Group, Non-Independent)

(iii) Mr. Hemnabh R. Khatau (Non-Executive Director, Non-Independent)

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

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

(vi) Mr. Y. K. Vyas (Non-Executive Director, GIIC Nominee, Non-Independent)

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

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(viii) Mr. S. V. S. Raghavan (Non-Executive Director, Independent)

(ix) Mr. P. K. Behl (Non-Executive Director, Independent)

(x) Mr. Bimal R. Thakkar (Non-Executive Director, Independent)

(xi) Mr. M. N. Rao (Non-Executive Director, Independent)

(xii) Mr. K. N. Bhandari (Non-Executive Director, Independent)

(xiii) Mrs. Bhagyam Ramani (Non-Executive Director, Independent)

(xiv) Mr. M. S. Gilotra (Managing Director, Non-Independent)

3.2 Directors Resigned during the year.

w.e.f. 2.1.

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3.3 Appointment / Re-appointment of Directors

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

Sr. No.

Name of the Director Category No. of Board

Meetings attended

Attendance of last AGM

1. Mr. M. N. Mehta 3 No2. 4 No3. 3 No4. 3 No5. 3 No6. - -7. 3 No8. 4 Yes*9. 1 No10. 3 No11. Mr. M.N.Rao 4 No12. 4 No13. 3 No14. 2 No15. 1 No16. 4 Yes

Separate Meeting of Independent Directors:

Agenda:

Information to the Board of Directors

VVVVV

V

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V

V

VV

Invitees & Proceedings:

3.5 Other Directorships

Sr. No

Name of the Director OtherDirectorships

Committee PositionsChairman Member

1. 6 - -2. 7 - 23. - - -4. 6 - -5. 1 - -6. 1 - -7. 9 - -8. 1 1 19. 1 - -10. 3 - 111 1 1 112. 8 1 213. 7 - 514. 1 - -

3.6 Familiarization Programme of the Independent Directors:

3.7 Evaluation of the Board’s Performance

4. AUDIT COMMITTEE:

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

4 1

4 3

4 4

4 3

Terms of reference To:

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5. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

1. -2. - Managing Director3. -4. -

Terms of Reference:

6. NOMINATION AND REMUNERATION COMMITTEE

Sr. No.

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

1. 2 12. 2 23. 2 2

Terms of Reference

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)

259.71 20.60 280.31116.02 12.14 128.16

Non-Executive Directors :

The Directors were paid sitting fees of `   `  

`  

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Director No. of Board Meetings attended

No. of Committee meetings attended

Total Amount of sitting fees paid `  

3 - 3 1,20,0003 5 8 4,00,0001 2 3 1,50,0004 6 10 4,40,0003 6 9 3,00,0003 - 3 1,20,0002 1 3 1,10,000

3 4 7 2,30,000 1 - 1 50,000

3 - 3 1,20,000Mr. M.N. Rao (w.e.f. 31.5.2014) 4 - 4 1,70,000

4 - 4 1,70,0003 - 3 1,50,000

Total 25,30,000

7. STAKEHOLDERS RELATIONSHIP & GRIEVANCES COMMITTEE

Members of Stakeholders Relationship & Grievances Committee No. of meetings held No. of meetings attended

4 44 44 -

Terms of Reference

8. RISK MANAGEMENT COMMITTEE

Risk Management Principles

Principles.

procedures.

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9. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Name of the Chairman Address Contact No(s).022-66365444

10. GENERAL BODY MEETINGS:

(i) Annual General Meetings

Financial Year Date Time Venue Dividend declared2013-14 18.9.2014 Nil

2012-13 30.7.2013 -do- Yes2011-12 26.6.2012 -do- Nil

(ii) Extraordinary General Meetings:

(iii) Special Resolutions:

Nil.

11. DISCLOSURES:

i) Transactions with Related Party/Material Nature

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ii) Penalties, Strictures by Stock Exchange (s) / SEBI

iii) Related Party Transactions

iv) Policy for determining the Material Subsidiaries:

v) Disclosure of Accounting Treatment:.

vi) Disclosure on Risk Management:

vii) Code of Conduct;

Ix) Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace

Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace (the Policy)

‘Internal Complaints Committee’

12. MEANS OF COMMUNICATION:

13. GENERAL SHAREHOLDERS INFORMATION:

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

ii)

iii)iv)

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v) Listing of Equity Shares on Stock Exchange at:

S. No.

Name(s) of the Stock Exchange Stock Code

a) 518029

vi) Listing Fees:

vii) Registrar & Share Transfer Agent:

viii) Share Transfer System

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 4.16245 0.36 27376706 64.64

TOTAL 68521 100.00 42353852 100.00

Category No. of share-holders % No. of shares held %18 0.03 18238963 43.06

704 1.03 3192346 7.54547 0.80 588508 1.39

11 0.02 23175 0.051 - 275 -6 0.01 749902 1.78

Mutual Fund 7 0.01 31256 0.072 - 8550 0.02

67225 98.10 19520877 46.09Total 68521 100.00 42353852 100.00

xi) Dematerialization of shares:

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

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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

27.89 14.35 27.75 14.20

30.90 23.15 30.60 23.00

28.95 24.10 28.90 24.20

August 2014 46.40 22.55 46.50 23.30

42.85 33.00 42.85 33.10

38.25 32.00 38.40 32.00

41.50 26.25 41.40 28.80

33.30 28.00 35.40 27.50

33.30 29.00 33.40 28.55

31.45 26.50 31.80 26.25

March 2015 29.75 22.50 29.90 22.10

xiv) Stock Performance (Index)

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

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 :

(xv) Address for correspondence :

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Shareholder correspondence should be addressed to Registrars & Transfer Agent :

xvi) Mandatory requirement of PAN:

14) NON MANDATORY REQUIREMENTS :

(b) Shareholders Rights.

(g) Code for Prohibition of Insider Trading

M. S. Gilotra Jay MehtaManaging Director

DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT.

M. S. Gilotra Jay MehtaManaging Director

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AUDITORS’ REPORT ON CORPORATE GOVERNANCE

To

Chartered Accountants

(Darshan Shah)Partner

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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.

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

Nil.

M. S. Gilotra Jay MehtaManaging Director

FORM NO. AOC-2ANNEXURE C

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SECRETARIAL AUDIT REPORT

FOR THE PERIOD 01-04-2014 TO 31-03-2015

GUJARAT SIDHEE CEMENT LIMITED

GUJARAT SIDHEE CEMENT LIMITED (CIN: L26940GJ1973PLC002245)

expressing our opinion thereon.

Management’s Responsibility for Secretarial Compliances

Auditors Responsibility

GUJARAT SIDHEE CEMENT LIMITED

1st April, 2014 to 31st March, 2015

1st April, 2014 to 31st March, 2015

FORM NO. MR-3

ANNEXURE D

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We further report that:

We further report that

Mrs. Ragini Chokshi

For Ragini Chokshi & Co.(Partner)

C.P. NO. 1436FCS NO. 2390

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DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Conservation of Energy :

a) Energy Conservation Measures Taken:

b) Additional Investment & Proposal, if any, being implemented for Reduction of Energy.

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

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

2014-15(`  In lacs)

2013-14(`  

Foreign Exchange Earned 489.18 67.832619.74 1666.53

ANNEXURE E

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FORM - A

Sr. No.

Particulars 2014-15 2013-14

A POWER & FUEL CONSUMPTION

1 Electricity

a) Purchased

1237.50 1167.61

`  in lacs) 9228.88 6460.32

`) 7.46 5.53

b) Own Generation

i Through Diesel generation Nil Nil

ii Nil Nil

iii Nil Nil

2 Coal & Other Fuel Used as Kiln/Fuel

1110388 1023293

Total Cost (`  in lacs) 11956.90 11227.09

`   1076.82 1097.15

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

284.22 226.17

Total Cost of (`  in lacs) 105.71 142.41

`   37192.42 62966.91

4 Other / Internal Generation Nil Nil

B CONSUMPTION PER UNIT OF PRODUCTION

92.02 95.45

0.22 0.19

871 876

Others Nil Nil

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FORM - B

A. RESEARCH AND DEVELOPMENT (R&D):

1. RESEARCH AND DEVELOPMENT HAS BEEN CARRIED OUT FOR IMPROVEMENT IN THE FOLLOWING AREAS:

2. FOLLOWING BENEFITS WERE DERIVED OF THE ABOVE R & D:

3. FUTURE PLAN OF ACTION:

4. EXPENDITURE ON R & D:

(`  in lacs)a. Capital Nil

Recurring Nilc. Total Nild. N.A

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

a. Technology Imported

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

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FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

I. REGISTRATION & OTHER DETAILS:

1.2. Registration Date 29th March, 19733.4.5.

contact details

6. Yes7.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

S. No.

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

% to total turnover of the company

1 3241III. 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

1 100 2(87)

IV. SHARE HOLDING PATTERN

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

1152600 0 1152600 3.19 1154525 5950 1160475 2.74 -0.450 0 0 0 0 0 0 0 0

2063174 0 2063174 5.71 8252697 - 8252697 19.48 13.774565446 0 4565446 12.63 7747041 - 7747041 18.29 5.66

0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0

Sub –Total (A)(1) 7781220 0 7781220 21.53 17154263 5950 17160213 40.51 18.98(2) Foreign

0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0

4659129 0 4659129 12.89 1078750 0 1078750 2.55 10.340 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0

Sub –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

723377 26800 750177 2.07 723377 26800 750177 1.78 0.290 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0

ANNEXURE F

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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

0 0 0 0 0 0 0 0 00 350 350 0 0 0 0 0 00 23175 0 0.06 - 23175 23175 0.05 0.01

Funds0 0 0 0 0 0 0 0 0

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.

3403586 168594 3572180 9.88 3052527 139819 3192346 7.54 2.340 0 0 0 0 0 0 0 0

b) Individuals

upto `

12919617 1065227 13984844 38.68 12718759 1021680 13740439 32.44 6.24

of `  

4275551 22700 4298251 11.89 5355567 22700 5378267 12.70 0.81

c) Others (specify)482238 55824 538062 1.49 533559 54949 588508 1.39 0.10

0 8550 8550 0.03 0 8550 8550 0.02 0.010 0 0 0 0 0 0 0 0

505105 0 505105 1.40 400618 0 400618 0.95 0.450 1178 1178 0 0 1178 1178 0 0

Trusts 375 0 375 0 375 0 375 0 00 0 0 0 0 0 0 0 0

Sub-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

% of total Shares of the

company

%of Shares Pledged /

encumbered to total shares

1. 636923 1.76 0 101779 0.24 0 - 1.522 353850 0.98 0 353850 0.84 0 - 0.143 875000 2.42 0 1000 0 0 -2.424 742500 2.05 0.90 742500 1.75 0.77 -0.35 742500 2.05 0.90 742500 1.75 0.77 -0.36 740000 2.05 0.90 740000 1.75 0.77 - 0.37 275 0.00 0 275 0.00 0.00 08 475 0.00 0 475 0.00 0.00 09 411761 1.15 1.15 2500 0.01 0.01 - 1.1410 60912 0.17 0.17 60912 0.14 0.14 -0.0311 2063174 5.71 0 8252697 19.48 0 13.7712 1152600 3.19 0 1152600 2.72 0 - 0.4713 1250 0.00 0 1250 0.00 0 014 101750 0.28 0 101750 0.24 0 - 0.0415 4557379 12.61 0 977000 2.31 0 10.0316 0 0 0 5000000 11.81 0 11.8117 0 0 0 1925 0 0 018 0 0 0 5950 0.02 0 0

TOTAL 12440349 34.42 4.02 18238963 43.06 2.45

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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

% of total shares of the

Company1 01.04.2014 0 0

09.05.2014 5000000 11.81

Shares held at the end of the year 5000000 11.812 01.04.2014 2063174 5.71 2063174 4.87

03.09.2014 0 0 1200000 2.8308.09.2014 0 0 4556379 10.7611.09.2014 0 0 433144 1.02

Shares held at the end of the year 8252697 19.483 01.04.2014 990773 2.74 990773 2.34

11.09.2014 0 0 -433144 -1.0214.11.2014 0 0 -102000 -0.24

Shares held at the end of the year 455629 1.084 Sunnidhi Trading 01.04.2014 875000 2.42 875000 2.06

14.11.2014 0 0 -874000 2.06Shares held at the end of the year 1000 0.00

5 The Arj 01.04.2014 4557379 0 4557379 10.7608.09.2014 0 0 -4556379 10.7514.11.2014 0 0 +874000 2.0614.11.2014 0 0 +102000 0.24

Shares held at the end of the year 977000 2.31 D) Shareholding Pattern of top ten Shareholders:

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 1035912 2.87 1035912 2.452. 723077 2.00 723077 1.713. 0 0 676489 1.604. 356827 0.99 356827 0.845 0 0 229093 0.546 0 0 200000 0.477. 318149 0.88 392418 0.938 268635 0.74 0 09 257844 0.71 0 010. 216338 0.60 181859 0.4311 180000 0.50 180000 0.4312 175000 0.48 175000 0.4113 158453 0.44 0 0

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

% of total shares of the

company

No. of shares

% of total shares of the

company1. Juhi Chawla Mehta 1-Apr-2014 1152600 3.19 1152600 2.72

31-Mar-2015 1152600 2.72 Key Managerial Personnel 1 Mr. M. S. Gilotra,

(Managing Director)1-Apr-2014 0 0 0 031-Mar-2015 0 0 0 0

2 Mr. V. R. Mohnot, (C F O & Co. Secretary)

1-Apr-2014 0 0 0 031-Mar-2015 0 0 0 0

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31

41stAnnualReport

V) INDEBTEDNESS-

Secured Loans

excluding deposits (` In lacs)

Unsecured Loans

(`  In lacs)

Deposits (`  In lacs)

Total Indebtedness

(`  In lacs)

2066.85 0 0 2066.850 0 0 00 0 0 0

Total (i+ii+iii) 2066.85 0 0 2066.85

* Addition 0 0 0 0* Reduction 117.80 0 0 117.80Net Change - 117.80 0 0 - 117.80

1949.05 0 0 1949.05

0 0 0 00 0 0 0

Total (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)

1 280.31 128.16 408.47

0 0 0

Act, 19610 0 0

2 0 0 03 0 0 04 0 0 0

5 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 Mr. M.N. Rao Tandon

Mrs.

1.50 1.70 1.70 4.00 3.00 4.40 1.50 17.80

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

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32

S. No

Particulars of Remuneration Name of Directors Total Amount `  Lakhs

(including TDS)

2 Mr. M. N. Mehta

Mr. Chawla

Mehta

Mr. Pant shah

1.20 1.20 1.20 2.30 1.10 0.50 7.50

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 25.30

** `

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

S. No

Particulars of Remuneration

1

period 1-4-2014 to 30-09-2014} (`  

period 1-10-2014 to 31-3-2015} (`  

`  

15.26 38.24 53.50

0 6.50 6.50

0 0 0

2 0 0 03 0 0 04 0 0 0 0 0 0 0 0 0

5 0 0 0

Total 15.26* 44.74 60.00

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

B. DIRECTORS

C. OTHER OFFICERS IN DEFAULT

Page 35: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

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:

(Please refer Note)Ratio

`  280.31 lacs `  3.49 lacs 80.32`  128.16 lacs `  3.49 lacs 36.73

Designation 2013-14(`  in lacs)

2014-15(`  in lacs) increase

249.81 280.31Managing Director 121.22 128.16

2013-14 2014-15`  3.16 lacs `  3.49 lacs

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

436

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

Particulars 2013-14 (` in lacs)

2014-15 (` in lacs)

40,974.92 48,403.40

1,106.56 836.90

40.74 (680.19)

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

Particulars March 31,2014 March 31,2015`  crores) 53.43 172.18 222.25

Price Earnings Ratio

ANNEXURE G

Page 36: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

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

`  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

point out if there are any exceptional circumstances for increase in the managerial remuneration:

Managing Director

`  crores) 2.80 1.28`  crores) 484.03 484.03

`  crores) (6.80) (6.80)- -

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

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

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.

of not less than `

Mr. A. M Fadia. Mr. Randhir Singh

` 60.11 lacs ` 69.97 lacs ` 64.70 lacs

C.A.,C.S.

experience experience

(Electrical)

experience1.2.2009 27.7.2010 20.8.2012

Age 70 43 61

Plc. NigeriaNil Nil Nil

No No No

Page 37: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

35

41stAnnualReport

` 44.74 lacs

C.A., C.S.

1.10.2014Age 55

Nil

No

which, 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

M. S. Gilotra Jay MehtaManaging Director

Page 38: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

36

TOTHE MEMBERS OFGUJARAT SIDHEE CEMENT LIMITED

Report on the Standalone Financial Statements

GUJARAT SIDHEE CEMENT LIMITED ("the Company"), which

Management's Responsibility for the Standalone Financial Statements

the Act") with respect

Auditor's Responsibility

Opinion

Emphasis of Matter

INDEPENDENT AUDITOR'S REPORT

Page 39: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

41stAnnualReport

Report on Other Legal and Regulatory Requirements

For Manubhai & Shah

(Darshan Shah) Partner

Page 40: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

prima facie

Name of the Statute Nature of dues

Amount (` In lacs)

Period to which the amount relates

Forum where the dispute is pending

Page 41: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

41stAnnualReport

Name of the Statute Nature of dues

Amount (` In lacs)

Period to which the amount relates

Forum where the dispute is pending

source

For Manubhai & Shah

(Darshan Shah) Partner

Page 42: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

BALANCE SHEET AS AT MARCH 31, 2015PARTICULARS Note

No.As at

March 31, 2015

` In lacs `I. EQUITY AND LIABILITIES

(1) Shareholder's funds(a) 2 7,120.69

3 9,835.5616,956.25

(2) Share Application Money Pending Allotment -

(3) Non- current liabilities(a) 5 12.42

6 467.58(c) 538.95(d) 2,453.16

3,472.11(4) Current liabilities

(a) 1,894.3110 7,210.51

(c) 11 3,120.45(d) 12 153.45

12,378.72TOTAL 32,807.08

II. ASSETS(1) Non Current Assets

(a) Fixed Assets13 9,887.8313 83.0113 354.25

6,036.67(c) 15 2,332.31(d) 16 151.70

18,845.77(2) Current Assets

(a) 0.066,221.77

(c) 1,659.88(d) 20 4,866.50(e) 21 993.60

Other current assets 22 219.5013,961.31

TOTAL 32,807.08

For and on behalf of the Board of DirectorsMANUBHAI & SHAH

M. N. Mehta Chairman

Jay M. Mehta Executive Vice Chairman

S. V. S. Raghavan Director

(DARSHAN SHAH) M. S. Gilotra Managing Director

V. R. Mohnot CFO & Company Secretary

Page 43: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

41stAnnualReport

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2015PARTICULARS Note

No.For the year ended

March 31, 2015` In lacs `

1 23 54,520.216,116.81

48,403.402 Other income 775.233 Total Revenue (1+2) 49,178.63

4 Expenses :25 6,873.00

26 (421.51)

3,008.77368.88

13 1,148.2138,225.80

Total Expenses 49,203.155 (3-4) (24.52)6 30 (655.67)7 (5+6) (680.19)8 Tax expense:

--

(231.32)

--

(231.32)9 (7-8) (448.87)10 ` 31

` per share (1.05)` per share (1.05)

For and on behalf of the Board of DirectorsMANUBHAI & SHAH

M. N. Mehta Chairman

Jay M. Mehta Executive Vice Chairman

S. V. S. Raghavan Director

(DARSHAN SHAH) M. S. Gilotra Managing Director

V. R. Mohnot CFO & Company Secretary

Page 44: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2015For the Year ended

March 31, 2015` In lacs `

A. CASH FLOW FROM OPERATING ACTIVITIES PROFIT / (LOSS) BEFORE TAX (680.19)Adjustments for

1,148.21368.88

(440.05)39.83

655.67-

(23.09)OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 1,069.26Adjustments for

507.45(424.04)

720.02CASH GENERATED FROM OPERATIONS 1,872.69

(273.90)NET CASH FLOW FROM OPERATING ACTIVITIES 2,146.59

B. CASH FLOW FROM INVESTING ACTIVITIES (578.62)

(5,253.79)440.05329.80725.49381.32

NET CASH FLOW FROM INVESTING ACTIVITIES (3,955.75)

C. CASH FLOW FROM FINANCING ACTIVITIES35.14

(47.51)(37.27)

(368.88)-

3,000.00NET CASH FLOW FROM FINANCING ACTIVITIES 2,581.48NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 772.32CASH AND CASH EQUIVALENTS AS ON 01.04.2014 4,094.18CASH AND CASH EQUIVALENTS AS ON 31.03.2015 4,866.50

Note:` `

` `

For and on behalf of the Board of DirectorsMANUBHAI & SHAH

M. N. Mehta Chairman

Jay M. Mehta Executive Vice Chairman

S. V. S. Raghavan Director

(DARSHAN SHAH) M. S. Gilotra Managing Director

V. R. Mohnot CFO & Company Secretary

Page 45: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

41stAnnualReport

Note No. 1STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES :

1.1 Basis of Accounting :

(a) on the historical cost convention,

(c) in accordance with the generally accepted accounting principles,

1.2 Use of Estimates:

1.3 Revenue Recognition :

1.4 Fixed Asset and Depreciation :

1.5 Impairment of Fixed Assets :

1.6 Investments :

1.7 Inventories :

1.8 Foreign Currency Transactions :

Page 46: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

1.10 Provisions, Contingent Liabilities and Contingent Assets :

1.11 Borrowing Cost :

1.12 Taxation :

1.13 Earnings per share

1.14 General :

Page 47: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

41stAnnualReport

NOTES TO BALANCE SHEET :Note No. Particulars As on

31.03.2015

2 Share Capital ` In lacs `

` 10 each 50,000.00

` 10 each 14,481.61

` 10 each 8,620.39

` 6,615.39

` 10 each, ` 500.00

5.30

Total Share Capital 7,120.69

`

S.No. Name of the Shareholder No. of shares % of shareholding shareholding

1

2

3current year)

`

No. of Shares ` In lacs `

Opening Balance 3,61,53,852 3,615.39

3,00,00,000 3,000.00

2,00,00,000 500.00

8,61,53,852 7,115.39

Page 48: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

As on 31.03.2015

3 Reserves and Surplus ` In lacs `

(a)26.95

6,921.686,948.63

Opening Balance 3,335.80(448.87)2,886.939,835.56

4 Share Application Money Pending Allotment--

5 Long-term Borrowings ` In lacs `

(a) Term loans, Secured-

12.4212.42

6 Deferred Tax Liabilities / Assets

` 1,142.40 ` 1,609.98 lacs

As on 31.03.2015

a. Deferred Tax Assets : ` In lacs `

409.25148.50584.65

Total 1,142.40b. Deferred Tax Liabilities:

1,609.98

Total 1,609.98c. Net Deferred Tax (Liability)/ Assets (a – b) (467.58)

7 Other Long-term Liabilities ` In lacs `

538.95538.95

Page 49: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

41stAnnualReport

As on 31.03.2015

8 Long-term provisions ` In lacs `

637.34218.25

1,597.572,453.16

I Changes in Present Value of Obligations:Particulars For the year ended

March 31, 2015

Gratuity PL Encashment` In lacs ` In lacs ` `

582.95 224.9025.55 17.1953.92 20.8069.86 53.83

(25.41) (22.36)706.87 294.36

II The amount recognised in Balance Sheet:706.87 294.36

- -706.87 294.36

III25.55 17.1953.92 20.8069.86 53.83

149.33 91.82

IV Assumptions: 2006-08 2006-08

7.90% 7.90%5.50% 5.50%

Page 50: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

As on 31.03.2015

9 Short-term borrowings ` In lacs `

(a) 1,894.311,894.31

` `

10 Trade Payables ` In lacs `

(a) 7,201.878.64

7,210.51

` In lacs `

5.82---

11 Other current liabilities ` In lacs `

(a) (i) Banks -(ii) Others 42.33

2,043.80(c) Statutory dues 731.59(d) 14.37(e) 288.36

3,120.45

12 Short-term provisions ` In lacs `

(a) 69.5376.12

(c) 7.80153.45

Page 51: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

41stAnnualReport

No

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Page 52: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

50

As on 31.03.2015

14 Non-current investments ` In lacs `

Other than Trade - Long Term (At Cost)(a)

` 0.02

` 3.79

(c)` 10 each 432.78

` 100 each, ` ` 5 paid up)5,600.00

(d)0.08

6,036.670.040.02

15 Long-term loans and advances ` In lacs `

150.43865.06

1,312.23-

4.59

323.92(323.92)2,332.31

16 Other non-current assets ` In lacs `

151.70` `

151.70

17 Current Investments ` In lacs `

0.06

0.06

Page 53: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

51

41stAnnualReport

As on 31.03.2015

18 Inventories ` In lacs `` 642.17

1,553.40430.39

` `

1,547.17

` ` 2,048.646,221.77

19 Trade Receivables (unsecured) ` In lacs `(a)

269.87103.61

1,390.011,763.49(103.61)1,659.88

20 Cash and Bank Balances ` In lacs `

1,057.912.01

1,059.92

14.373,792.21

` ` 4,866.50

21 Short-term loans and advances ` In lacs `(a)

` `

341.73

87.64208.97

(iv) Others 355.26

2.82996.42(2.82)

993.60

22 Other current assets ` In lacs `219.50219.50

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52

Note No.Particulars For the year ended March 31, 2015

23 Revenue from Operations : ` In lacs `(a)

(i) 51,769.35(ii) 2,475.58Other operating revenues(i) 253.04(ii) 2.00(iii) 20.24

54,520.21

(c) 6,116.8148,403.40

24 Other Income ` In lacs `(a) 440.05

4.67(c) -(d) 129.58(e) 168.50

16.56(g) 15.87

775.23

25 Cost of material consumed ` In lacs `

140.373,462.55

642.142,960.78

(i) 1,157.32(ii) 1,045.09(iii) 15.35

2,217.76

111.481,627.13

44.151,694.46

Total material consumed 6,873.00

(i) 1,146.37(ii) 874.53(iii) 306.50(iv) 122.91(v) Others 510.47

2,960.78

NOTES TO STATEMENT OF PROFIT AND LOSS:

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53

41stAnnualReport

For the year ended March 31, 2015

26 ` In lacs `

(a)327.39

1,234.89

430.391,553.40(421.51)

27 ` In lacs `

(a) Salaries and wages 2,730.53158.33

(c) 119.913,008.77

28 Finance Cost ` In lacs `

(a) On Borrowings 128.85-

(c) 203.15(d) On Others 36.88

368.88

29 Other expenses ` In lacs `

(a) 21,185.78Stores and spares consumed 2,679.02

(c) 1,498.11(d) 103.20(e) 182.57

44.55(g) 9.85(h) 25.12(i) 39.83(j) 13.49(k) -(l) 7.80(m) 591.05(n) 145.01(o) 315.69(p) 8,147.45

1,011.01(r) 1,424.14(s) 802.13

38,225.80

Page 56: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

For the year ended March 31, 2015

* Repairs and maintenance188.10729.02

(c) Others 580.991,498.11

(a) 7.00-

(c) 2.859.85

30 Exceptional Items ` In lacs `(752.02)

96.35(655.67)

31 Earning Per Share:(a) ` in lacs) (448.87)

4,28,97,414(c) (1.05)(d) 4,28,97,414(e) (1.05)

32 a) Value of imports calculated on C.I.F. basis by the company during the ` In lacs `

(i) 458.59(ii) 1549.62(iii) 393.66(iv) 68.92

(i) 7.64(ii) Others 141.31

total value of all indigenous raw materials, spare parts and components similarly consumed and the percentage of each to the total consumption.

(i) ` In lacs Percentage `84.18 2.84

2,876.60 97.162,960.78 100.00

(ii) ` In lacs Percentage `412.32 15.39

2,266.70 84.612,679.02 100.00

d) Earnings in foreign exchange ` In lacs `489.18

33 ` `

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55

41stAnnualReport

For the year ended March 31, 2015

34 Contingent liabilities and commitments ` In lacs `

(a) Contingent liabilities

(i) 807.18

(ii)under dispute

53.95

74.09

889.98

24.73

112.94

311.84

1.50

140.98

(b) Commitments

(i)` 54.01 lacs

previous year `

132.87

(ii) 1,400.00

35

(i)

(ii) ` `

`

(iii) `

`

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56

36 (A) Related Parties Disclosure:(a)

123

56

10111213

1516

(b) Subsidiary Company:

(c) Name of Key Management Personnel :

(d) Name of a company in which policies are controlled by common key management personnel:

(B) Disclosure of Related Parties Transactions :For the year ended

March 31, 2015` In lacs `

280.31* 128.16

`

`

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41stAnnualReport

3Particulars For the year ended

March 31, 2015` In lacs `

132.422,857.25

112.57(8.64)

Particulars For the year ended March 31, 2015

2.281.16

5,250.00

37

38`

`

39

For and on behalf of the Board of DirectorsMANUBHAI & SHAH

M. N. Mehta Chairman

Jay M. Mehta Executive Vice Chairman

S. V. S. Raghavan Director

(DARSHAN SHAH) M. S. Gilotra Managing Director

V. R. Mohnot CFO & Company Secretary

Page 60: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

TOTHE MEMBERS OFGUJARAT SIDHEE CEMENT LIMITED

Report on the Consolidated Financial StatementsGujarat Sidhee Cement Limited

Management’s Responsibility for the Consolidated Financial Statements

Auditor’s Responsibility

Opinion

Emphasis of Matter

INDEPENDENT AUDITOR’S REPORT

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41stAnnualReport

Other Matters

`` `

Report on Other Legal and Regulatory Requirements

Manubhai & Shah

(Darshan Shah)

Page 62: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

60

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

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61

41stAnnualReport

Name of the Statute Nature of dues Amount (` In lacs)

Period to which the amount relates

Forum where the dispute is pending

Source

2003

Manubhai & Shah

(Darshan Shah)

Page 64: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

62

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2015PARTICULARS Note

No.As at

March 31, 2015

` In lacs `

I. EQUITY AND LIABILITIES(1) Shareholder's funds

(a) 2 7,120.693 9,821.98

16,942.67

(2) Share Application Money Pending Allotment -

(3) Non- current liabilities(a) 5 12.42

6 467.58(c) 538.95(d) 2,453.16

3,472.11(4) Current liabilities

(a) 2,494.3110 7,210.44

(c) 11 3,120.91(d) 12 153.45

12,979.11TOTAL 33,393.89

II. ASSETS(1) Non Current Assets

(a) Fixed Assets13 9,887.8313 83.0113 354.25

6,514.08(c) 15 2,343.81(d) 16 151.70

19,334.68(2) Current Assets

(a) 0.066,221.77

(c) 1,659.88(d) 20 4,960.54(e) 21 997.46

Other current assets 22 219.5014,059.21

TOTAL 33,393.89

For and on behalf of the Board of DirectorsMANUBHAI & SHAH

M. N. Mehta Chairman

Jay M. Mehta Executive Vice Chairman

S. V. S. Raghavan Director

(DARSHAN SHAH) M. S. Gilotra Managing Director

V. R. Mohnot CFO & Company Secretary

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63

41stAnnualReport

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2015

PARTICULARS Note No.

For the year ended March 31, 2015

` In lacs `

1 23 54,520.21

6,116.81

48,403.40

2 Other income 775.23

3 Total Revenue (1+2) 49,178.63

4 Expenses :

25 6,873.00

26 (421.51)

3,008.77

384.82

13 1,148.21

38,231.98

Total Expenses 49,225.27

5 (3-4) (46.64)

6 30 (655.67)

7 (5+6) (702.31)

8 Tax expense:

-

-

(231.32)

-

-

(231.32)

9 (7-8) (470.99)

10 ` 31

` per share (1.10)

` per share (1.10)

For and on behalf of the Board of DirectorsMANUBHAI & SHAH

M. N. Mehta Chairman

Jay M. Mehta Executive Vice Chairman

S. V. S. Raghavan Director

(DARSHAN SHAH) M. S. Gilotra Managing Director

V. R. Mohnot CFO & Company Secretary

Page 66: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

For the year ended March 31, 2015

` In lacs `A. CASH FLOW FROM OPERATING ACTIVITIES

PROFIT / (LOSS) BEFORE TAX (702.31)Adjustments for

1,148.21384.82

(440.05)39.83

655.67-

(23.09)OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 1,063.08Adjustments for

507.46(424.04)

720.34CASH GENERATED FROM OPERATIONS 1,866.84

(270.04)NET CASH FLOW FROM OPERATING ACTIVITIES 2,136.88

B. CASH FLOW FROM INVESTING ACTIVITIES (578.62)

(6,513.95)428.50440.05329.80725.49381.32

NET CASH FLOW FROM INVESTING ACTIVITIES (4,787.41)

C. CASH FLOW FROM FINANCING ACTIVITIES35.14

(47.51)562.73

(384.82)-

3,000.00NET CASH FLOW FROM FINANCING ACTIVITIES 3,165.54NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 515.01CASH AND CASH EQUIVALENTS AS ON 01.04.2014 4,445.53CASH AND CASH EQUIVALENTS AS ON 31.03.2015 4,960.54

Note:` `

` `

For and on behalf of the Board of DirectorsMANUBHAI & SHAH

M. N. Mehta Chairman

Jay M. Mehta Executive Vice Chairman

S. V. S. Raghavan Director

(DARSHAN SHAH) M. S. Gilotra Managing Director

V. R. Mohnot CFO & Company Secretary

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2015

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65

41stAnnualReport

Note No. 1STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES :1.1 Basis of Accounting :

(a) on the historical cost convention,

(c) in accordance with the generally accepted accounting principles,

1.2 Principles of Consolidation :

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

100%

1.4 Use of Estimates:

1.5 Revenue Recognition :

1.6 Fixed Asset and Depreciation :

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66

1.7 Impairment of Fixed Assets :

1.8 Investments :

1.9 Inventories :

1.10 Foreign Currency Transactions :

1.12 Provisions, Contingent Liabilities and Contingent Assets :

Page 69: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

41stAnnualReport

1.13 Borrowing Cost :

1.14 Taxation :

1.15 Earnings per share

1.16 General :

Page 70: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

NOTES TO CONSOLIDATED BALANCE SHEET :Note No. Particulars As on

31.03.20152 Share Capital ` In lacs `

` 10 each 50,000.00

` 10 each 14,481.61

` 10 each8,620.39

`6,615.39

` 10 each, `

500.00

5.30Total Share Capital 7,120.69

`

S. No.

Name of the Shareholder No. of shares % of shareholding shareholding

1 4,88,00,000 56.652 82,52,697 9.583

(holding less than 5% in current year)- -

`

No. of Shares ` In lacs `

Opening Balance 3,61,53,852 3,615.393,00,00,000 3,000.00

2,00,00,000 500.00

8,61,53,852 7,115.39

Page 71: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

41stAnnualReport

As on 31.03.2015

3 Reserves and Surplus ` In lacs `

(a)26.95

6,921.688.58

6,957.21

Opening Balance 3,335.76(470.99)2,864.779,821.98

4 Share Application Money Pending Allotment--

5 Long-term Borrowings ` In lacs `

(a) Term loans, Secured-

12.4212.42

6 Deferred Tax Liabilities / Assets

` 1,142.40 ` 1,609.98

As on 31.03.2015

a. Deferred Tax Assets : ` In lacs `

409.25148.50584.65

Total 1,142.40b. Deferred Tax Liabilities:

1,609.98

Total 1,609.98c. Net Deferred Tax (Liability)/ Assets (a – b) (467.58)

Page 72: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

As on 31.03.2015

7 Other Long-term Liabilities ` In lacs `538.95538.95

8 Long-term provisions ` In lacs `

637.34218.25

1,597.572,453.16

I Changes in Present Value of Obligations:

Particulars For the year ended March 31, 2015

Gratuity PL Encashment` In lacs ` In lacs ` `

582.95 224.9025.55 17.1953.92 20.8069.86 53.83

(25.41) (22.36)706.87 294.36

II The amount recognised in Balance Sheet:

706.87 294.36- -

706.87 294.36

III

25.55 17.1953.92 20.8069.86 53.83

149.33 91.82

IV Assumptions:

2006-08 2006-08 7.90% 7.90%5.50% 5.50%

Page 73: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

41stAnnualReport

As on 31.03.2015

9 Short-term borrowings ` In lacs `

(a) 1,894.31

600.002,494.31

` `

10 Trade Payables ` In lacs `

(a) 7,201.808.64

7,210.44

` In lacs `

5.82---

11 Other current liabilities ` In lacs `

(a) (i) Banks -(ii) Others 42.33

2,043.80(c) Statutory dues 732.05(d) 14.37(e) 288.36

3,120.91

12 Short-term provisions ` In lacs `

(a) 69.5376.12

(c) 7.80153.45

Page 74: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

NO

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Page 75: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

41stAnnualReport

As on 31.03.2015

14 Non-current investments ` In lacs `

Other than Trade - Long Term (At Cost)(a)

` 6,510.21

` 3.79

(d)-

0.08

6,514.085,103.326,510.21

15 Long-term loans and advances ` In lacs `

150.43865.06

1,312.23-

4.59

11.50323.92

(323.92)2,343.81

16 Other non-current assets ` In lacs `

151.70` `

151.70

17 Current Investments ` In lacs `

0.06

0.06

Page 76: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

As on 31.03.2015

18 Inventories ` In lacs `

` 642.171,553.40

430.39` ` 1,547.17

` ` 2,048.646,221.77

19 Trade Receivables (unsecured) ` In lacs `

(a)considered good 269.87

103.611,390.011,763.49(103.61)1,659.88

20 Cash and Bank Balances ` In lacs `

1,151.952.01

1,153.96

14.373,792.21

` `

4,960.54

21 Short-term loans and advances ` In lacs `

(a)`

`345.59

87.64208.97

(iv) Others 355.26

2.821,000.28

(2.82)997.46

22 Other current assets ` In lacs `

219.50219.50

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41stAnnualReport

Note No.Particulars For the year ended March 31, 2015

23 Revenue from Operations : ` In lacs `(a)

(i) 51,769.35(ii) 2,475.58Other operating revenues(i) 253.04(ii) 2.00(iii) 20.24

54,520.21

(c) 6,116.8148,403.40

24 Other Income ` In lacs `(a) 440.05

4.67(c) -(d) 129.58(e) 168.50

16.56(g) 15.87

775.23

25 Cost of material consumed ` In lacs `

140.373,462.55

642.142,960.78

(i) 1,157.32(ii) 1,045.09(iii) 15.35

2,217.76

111.481,627.13

44.151,694.46

Total material consumed 6,873.00

(i) 1,146.37(ii) 874.53(iii) 306.50(iv) 122.91(v) Others 510.47

2,960.78

NOTES TO CONSOLIDATED STATEMENT OF PROFIT AND LOSS:

Page 78: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

For the year ended March 31, 2015

26 ` In lacs `

(a)327.39

1,234.89

430.391,553.40(421.51)

27 ` In lacs `

(a) Salaries and wages 2,730.53158.33

(c) 119.913,008.77

28 Finance Cost ` In lacs `

(a) On Borrowings 144.78-

(c) 203.15(d) On Others 36.89

384.82

29 Other expenses ` In lacs `

(a) 21,185.78Stores and spares consumed 2,679.02

(c) 1,498.11(d) 103.20(e) 182.57

44.55(g) 9.89(h) 25.12(i) 39.83(j) 13.49(k) -(l) 7.80(m) 591.05(n) 145.01(o) 320.19(p) 8,147.45

1,011.01(r) 1,424.14(s) 803.77

38,231.98

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41stAnnualReport

For the year ended March 31, 2015

*Repairs and maintenance188.10729.02

(c) Others 580.991,498.11

** Payments to the auditors(a) 7.04

-(c) 2.85

9.89

30 Exceptional Items ` In lacs `(752.02)

96.35(655.67)

31 Earning Per Share:(a) ` in lacs) (470.99)

42,897,414(c) (1.10)(d) 42,897,414(e) (1.10)

32 a) Value of imports calculated on C.I.F. basis by the company during the ` In lacs `

(i) 458.59(ii) 1549.62(iii) 393.66(iv) 68.92

(i) 7.64(ii) Others 141.31

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 `

84.18 2.842,876.60 97.162,960.78 100.00

(ii) Stores and Spares : ` In lacs Percentage `412.32 15.39

2,266.70 84.612,679.02 100.00

d) Earnings in foreign exchange ` In lacs `489.18

33 ` `

Page 80: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

For the year ended March 31, 2015

34 Contingent liabilities and commitments ` In lacs `

(a) Contingent liabilities (i) 807.18(ii)

under dispute53.9574.09

889.9824.73

112.94311.84

1.50140.98

(b) Commitments(i)

`year `

132.87

35

(i)

(ii) ` `

`

(iii) `

`

36 (A) Related Parties Disclosure:(a)

123

56

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41stAnnualReport

10111213

1516

(b) Name of Key Management Personnel :

(c) Name of a company in which policies are controlled by common key management personnel:

(B) Disclosure of Related Parties Transactions :For the year ended

March 31, 2015` In lacs `

1 280.31* 2 128.16

`

`

3Particulars For the year ended

March 31, 2015` In lacs `

132.422,857.25

112.57(8.64)

37 The Holding Company has only one business segment ‘Cement / Clinker’ as primary segment.

38`

`

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39Name 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 5Gujarat Sidhee Cement Limited

Indian1

Joint VenturesTotal 2.47% 419.20 4.70% (22.12)

40

For and on behalf of the Board of DirectorsMANUBHAI & SHAH

M. N. Mehta Chairman

Jay M. Mehta Executive Vice Chairman

S. V. S. Raghavan Director

(DARSHAN SHAH) M. S. Gilotra Managing Director

V. R. Mohnot CFO & Company Secretary

FORM AOC-I

(` in lacs)Sl. No. 1Name of the subsidiary Villa Trading Company Pvt. Ltd.Share capital

Turnover

100%

For and on behalf of the Board of Directors

M. N. Mehta Chairman

Jay M. Mehta Executive Vice Chairman

S. V. S. Raghavan Director

M. S. Gilotra Managing Director

V. R. Mohnot CFO & Company Secretary

Page 83: 41st ANNUAL REPORT 2014-15 - Mehta Group · The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March,

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

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

N. 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

www.gujaratsidheecementlimited.com

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ANNUAL41st

REPORT2014-15