Dear Members,
The Directors have pleasure in presenting the 33rd Annual Report of
Hemadri Cements Limited together with the audited Financial Statements
for the financial year ended 31st March 2015.
COMPANY PERFORMANCE:
The Company has achieved a new milestone by reaching the mark of above
2,60,000 tones of cement production since the inception of the Company.
During the year under review your company achieved a total production
of cement tonnage of 2,60,720 MT as against 2,49,048 MT during the
previous year and a sales of 2,61,846 MT as against 2,48,250 MT during
the previous year. The sale has increased by 18.80 % when compared to
previous years by a value of Rs. 1337.67 Lakhs.
Your Company has made a Net Profit of Rs. 681.00 Lakhs during the year,
as against Net Profit of Rs. 55.81 Lakhs in the previous year. The
transitional effect on depreciation re-computation to the extent of Rs.
18.89 lakhs as per Companies Act 2013, has been adjusted to General
Reserve.
The Cement industry scenario in India is encouraging and the "make in
India" initiative by Govt and Infrastructure industry growth are
favoring our company's future growth in the years to come.
FINANCIAL HIGHLIGHTS:
(Rs in Lakhs)
Particulars Year ended Year ended
2014-15 2013-14
Sales and other Income 8500.05 7190.42
Profit / (Loss) before Interest 1102.08 484.34
and Depreciation
Interest 4.96 3.40
Profit / (Loss) before Depreciation 1097.12 480.94
Depreciation 91.82 92.51
Profit / (Loss) before Tax 1005.30 388.43
Extra ordinary Items pursuant to - 2.94
the short provision
Extra ordinary Items Expenses not - 299.24
relating to the year
Profit / (Loss) after Extra ordinary 1005.30 86.25
Items
Tax Expenses -
Current Tax 290.00 56.25
Deferred Tax 34.30 (25.81)
Profit/(Loss) after Tax 681.00 55.81
DIVIDEND:
As the company is in need of resources to provide for up gradation of
the production process to improve the product quality, your directors
unable to propose the dividend for the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors met four (4) times, once in every quarter during
the year, to review and consider the financial results and operation of
the Company. More details are provided in the Corporate Governance
Report which form part of this report.
Pursuant to the provisions of the Companies Act, 2013, Shri. K. Gopi
Prasad and Shri. P. Sathyanarayanan, Directors retire by rotation and
are eligible for reappointment. The Board recommends their
reappointment and accordingly resolution seeking approval of the
members for their reappointment have been included in the notice of the
forthcoming Annual General Meeting of the company along with their
brief profile.
Your Directors further recommend the appointment of Smt. R. Ananda
Priya as an Independent Director of the Company. A brief profile and
information are furnished in the notice, to consider her appointment.
During the year under review, Mr. Velli Paramasivam was appointed as
new Company Secretary in place of the retired Company Secretary
Shri.K.Venkataramani.
The Key Managerial Personnel of the company presently are Shri. P. Ravi
Chairman, Shri. K. Gopi Prasad Managing Director, Shri. S.Vivek
Director & CEO and Mr. Velli Paramasivam Company Secretary.
DIRECTORS' RESPONSIBILITY STATEMENT:
On the basis of internal financial controls and systems relating to
compliance maintained by the company, work done by the internal,
statutory and secretarial auditors, the reviews performed by the
management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that that the company's internal
financial controls were adequate and effective during the financial
year 2014-15.
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013,
and based on the representations received from the management, the
directors hereby confirm that:
a) in the preparation of the Annual Accounts for the year 2014-15, the
applicable accounting standards had been followed and there are no
material departures;
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year 31st March 2015 and of the
profit of the company for that period;
c) the directors had taken proper and sufficient care to the best of
their knowledge and ability for the 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 fraud and
other irregularities.
d) the directors had prepared the annual accounts on a going concern
basis;
e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating effectively;
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
INDEPENDENT DIRECTORS DECLARATION:
Shri G.Rajan, Shri D.B.N.Rao, Shri B.Ramachandra Rao and Shri
R.A.Nadesan who are independent directors, have submitted a declaration
that each of them meets the criteria of independence as provided in
sub-section (6) of section 149 of the Act and revised clause 49 of the
listing agreement. Further, there is no change in their status as
independent director during the year.
RISK MANAGEMENT POLICY:
The Board periodically reviews the risk management plan of the company.
The Risk Management Policy facilitates in identifying the risks
associated with the operations of the company and in giving suitable
measures/solutions to mitigate the same. Risks identified by the
businesses and functions are systematically addressed through
mitigating actions on a continuous basis.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provisions of the Companies Act 2013, the Corporate Social
Responsibility Committee was formed towards CSR Activities. Being the
first year, the company took some time in ensuring that the programs
were carefully chosen but, could not spend the required amount, for the
reasons which are explained in detail disclosed in Annexure V to this
Report. Your Company will meet the statutory compliance of 2014-15 and
2015-16 on CSR Activities during the current year 2015-16.
BOARD EVALUATION:
The performance evaluation of the Board, its Committees and individual
directors was conducted and the same was based on questionnaire and
feedback from all the Directors on the Board as a whole, committees and
self-evaluation.
Directors, who were designated, held separate discussions with each of
the Directors of the company and obtained their feedback on overall
Board effectiveness as well as each of the other directors.
Based on the questionnaire and feedback, the performance of every
director was evaluated in the meeting of the Nomination and
Remuneration Committee (NRC) and it will be improved based on the
suggestion.
Important key criteria for Directors performance evaluation are as
follows,
Attendance at Board or Committee Meetings
Contribution at Board or Committee Meetings
Guidance/support to management outside Board/Committee meetings.
AUDITORS:
Statutory Auditors:
In accordance with the provisions of Section 139 the Companies Act,
2013, and the rules framed thereunder, M/s. B. Purushottam & Co.,
Chartered Accountants, Chennai having Reg No: 002828S were appointed as
statutory auditors of the company from the conclusion of the 32nd
Annual General Meeting of the company held on 8.9.2014 till the
conclusion of the 37th Annual General Meeting (AGM) to be held in the
year 2019, subject to ratification of their appointment at every
AGM.The Board recommend for their reappointment for the financial year
2015-16.
Internal Auditor:
M/s DPV & Associates, Chartered Accountants, Chennai, has been
appointed as an internal auditor to conduct the internal audit for the
company during the year under review. Their scope of work includes
review of processes for safeguarding the assets of the company, review
of operational efficiency, effectiveness of systems and processes and
assessing the internal control strengths in all areas. Internal
auditor's findings are discussed with the concerned senior officials
and suitable actions taken as directed by the Audit Committee on a
regular basis to improve efficiency in operations.
Cost Auditor:
The appointment of Cost Auditor is not mandatory as per the applicable
statutory provisions Secretarial Auditor:
Mr.G.Porselvam, Practicing Company Secretary Chennai has been appointed
as the Secretarial Auditor to conduct the Secretarial audit for the
company during the year under review. The Secretarial Audit Report
provided by him, form part of this report.
LISTING:
The equity shares of the Company are listed on Bombay Stock Exchange
Limited (BSE). The shares are not quoted in the BSE because the
criteria in terms of Minimum paid up capital and Net worth,for trading
are not met by the Company. The Secretarial Auditor has mentioned in
his report on non trading of Company equity shares in BSE. Your company
initiated to resolve the issue or to avail SME scheme or other suitable
measures upon experts advise on the issue.
CORPORATE GOVERNANCE:
The Company has been practicing the principles of good Corporate
Governance over the years and lays strong emphasis on transparency,
accountability and integrity.
A separate section on Corporate Governance annexed which form part of
this Annual report.
PUBLIC DEPOSIT:
The Company has not accepted any fixed deposits under the provisions of
the Companies Act, 2013.
DISCLOSURES:
A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act 2013, read with the Companies (Accounts)
Rules,2014 are given in the Annexure I and forms part of this report.
B. EXTRACT OF THE ANNUAL RETURN
Extract of Annual return in the prescribed Form MGT - 9 is given as
Annexure II to this report, in terms of the requirement of section
134(3)(a) of Act 2013 read with the Companies (Accounts) Rules, 2014.
C. PARTICULARS OF EMPLOYEES REMUNERATION
The information required under section 197(12) of the Act, read with
rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is furnished in this report. No employee had
drawn remuneration during the year 2014-15 more than the amount
prescribed under Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
D. TRANSACTIONS WITH THE RELATED PARTIES:
The particulars of contracts or arrangements with related parties
referred to in sub-section (1) of Section 188 are furnished in Form
AOC-2 to this report, as Annexure III.
E. DETAILS OF LOANS / GUARANTEES / INVESTMENTS MADE:
The details of loans / guarantees / investments under section 186 of
the Act 2013 read with (Meeting of Board and its Powers) rules 2014 for
the financial year 2014-2015 are given as Annexure IV to this report.
F. OTHER LAWS:
During the year under review, there were no cases filed pursuant to the
provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
There were no significant and material orders passed by the regulators
or courts or tribunals affecting the going concern status and future
operations of the company.
ACKNOWLEDGEMENTS
Your directors would like to place on record their appreciation for the
guidance and support received from various departments of State and
Central Governments.
Banks and Financial Institutions have shown cordial understating and
support and your Directors place on record their appreciation for the
same
Your directors also place on record their appreciation of the services
rendered and co-operation extended by all the employees of the Company.
The Directors also thank the investors and stake holders for their
continued support to the Company.
For and on behalf of the Board
Place : Chennai p. Ravi
Date : 12.08.2015 Chairman
|