Shree Cement Ltd
Directors Reports
#MDStart#
Management Discussion and Analysis
Dear Members,
The Directors take pleasure in presenting their 44th Report
and Audited Financial Statements of the Company for the financial year 2022-23. Management
Discussion and Analysis has also been incorporated into this report.
1. FINANCIAL PERFORMANCE
A brief of financial performance for the year gone by and its
comparison with previous year is given below: -
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
16,837.49 |
14,305.88 |
17,852.33 |
15,009.56 |
| Other Income |
431.51 |
537.34 |
459.08 |
545.89 |
| Total Income |
17,269.00 |
14,843.22 |
18,311.41 |
15,555.45 |
| Total Expenditure |
13,895.23 |
10,658.04 |
14,892.83 |
11,301.63 |
| Profit Before Interest, Depreciation |
3,373.77 |
4,185.18 |
3,418.58 |
4,253.82 |
| and Taxes (PBIDT) |
|
|
|
|
| Finance Costs |
268.93 |
217.78 |
262.87 |
216.12 |
| Depreciation and Amortization expenses |
1,546.20 |
1,036.48 |
1,660.67 |
1,145.88 |
| Profit Before Tax |
1,558.64 |
2,930.92 |
1,495.04 |
2,891.82 |
| Tax Expense |
230.51 |
554.30 |
225.90 |
555.21 |
| Profit After |
1,328.13 |
2,376.62 |
1,269.14 |
2,336.61 |
| Profit attributable to Owners of the Company |
- |
- |
1,270.70 |
2,331.94 |
| Profit attributable to Non-Controlling Interest |
- |
- |
(1.56) |
4.67 |
Key highlights of the year (Standalone performance):
Sale volume (cement and clinker) witnessed a healthy increase of 15%
from 27.74 million tons in FY 2021-22 to 31.82 million tons in FY 2022-23.
Company's Eastern and Southern India operations led the increase
with significant growth in YoY sales volumes.
Net revenue from operations grew by 18% from Rs. 14,306 Crore in FY
2021-22 to Rs. 16,837 Crore in FY 2022-23.
Key cost components: Overall input costs remained high during FY
2022-23 significantly led by fuel cost inflation. Key cost details for FY 2022-23 were as
below:
(a) Raw material cost: There was steep rise observed in Fly Ash and
Slag prices during the year which led to overall increase in raw material cost.
Resultantly, overall raw material cost increased by 30% from
Rs. 1,002 Crore in FY 2021-22 to Rs. 1,300
Crore in FY 2022-23.
(b) Power & Fuel: Elevated prices of pet coke and
imported coal as a result of geo-political events adversely impacted the entire cement
industry. As a result, the power and fuel cost shot up significantly during 2022-23
compared to the previous year. The impact was mitigated to some extent by enhanced
sourcing of domestic linkage coal, higher consumption of alternate fuels and augmentation
of fuel supply sources.
Company's focus on energy management practices helped reduce power
consumption per ton of cement from 67.15 kWh in FY 2021-22 to 64.93 kWh in FY 2022-23. It
also increased its share of green power in total power consumption from 48.3% in FY
2021-22 to 51.1% in FY 2022-23.
(c) Logistics cost: Company has been able to contain increase in
its transportation costs during 2022-23 through route rationalization efforts,
digitalization measures and other efficiency improvement initiatives. The Company also
stepped up its efforts towards developing rail connectivity for its cement plants which
will augment its bulk transport capacity and help contain transportation cost.
Overall during FY 2022-23, owing to higher fuel costs, Earnings Before
Interest Depreciation and Tax (EBIDTA) for the FY 2022-23 came down 19% to Rs. 3,374 Crore
from Rs. 4,185 Crore of previous year 2021-22.
Key Financial Ratios
Key financial ratios showing the financial performance of the Company
are as under: -
| Particulars |
2022-23 |
2021-22 |
% Change |
Remarks |
| Operating Profit Margin |
17.47 |
25.50 |
(31.47)% |
Increase in Power & Fuel Cost |
| (without other income) (%) |
|
|
|
|
| Net Profit Margin (%) |
7.89 |
16.61 |
(52.52)% |
Increase in Power & Fuel Cost and |
| Return on Net Worth (%) |
7.26 |
13.76 |
(47.23)% |
Depreciation |
| Interest Coverage Ratio (Times) |
12.55 |
19.22 |
(34.72)% |
Decrease in EBIDTA & increase in Finance Cost |
| Debtors Turnover (Times) |
28.45 |
33.58 |
(15.29)% |
Increase in Trade Receivables |
| Inventory Turnover (Times) |
7.35 |
7.86 |
(6.58)% |
Increase in Inventory |
| Current Ratio (Times) |
1.23 |
1.69 |
(26.90)% |
Increase in Current Borrowings |
| Debt-Equity Ratio (Times) |
0.09 |
0.10 |
(12.56)% |
Repayment of Long-Term Debts |
2. DIVIDEND AND RESERVES
During the FY 2022-23, the Board of Directors declared Interim
Dividends of Rs. 45/- and Rs. 55/-per share. The total dividend for FY 2022-23 aggregates
to Rs. 100/-per equity share amounting to Rs. 360.81 Crore. During the year 2021-22, the
Company had paid dividend of Rs. 90/- per share
(Interim & Final) amounting to Rs. 324.73 Crore. The Board has not
recommended any final dividend for the FY 2022-23.
The Board of Directors do not propose to transfer any amount to the
Reserves for the year 2022-23.
The Board of Directors of the Company in line with provisions of
Regulation 43A of Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (as amended) had approved Dividend Distribution Policy on
12th August, 2016. The policy is uploaded on Company's website and can be
accessed at https://www.shreecement.com/investors/policies.
3. MANAGEMENT OUTLOOK OF MACRO ECONOMY AND INDUSTRY
I. Indian Economy-Developments and
Outlook
In the face of global headwinds, there is one bright spot - India. By
most standards, India sailed through 2022-23 relatively unscathed and has really come out
as a clear outperformer. Measured in dollars at current prices, India is now the
world's fifth biggest economy surpassing United Kingdom.
Gross Domestic Product (GDP) as per the
Second Advance Estimates for the year 2022-23 is estimated to have
grown at 7.0 percent on top of 9.1 percent achieved in 2021-22. Apparently, it may look
muted.
Keeping, however, the global uncertainties and high commodity prices in
perspective, this is considered commendable. Growth was underpinned by strong investment
activity bolstered by the government's capex push and buoyant private consumption.
High GST and direct tax collections have provided the government with necessary ammunition
to step up its capital expenditure, cushion the impact of the impending global slowdown
and keep the economy buoyant. The credit growth also saw revival as a result of
improvements in asset quality of the banks and other financial intermediaries. RBI played
a key role in tackling the risks arising because of capital flight and mounting measured
increase in the key interest rates to continue growth momentum simultaneous to tackling
the inflation.
Going forward, with geopolitical uncertainties continuing unabated,
there's wide consensus among economists that the global economy is on the verge of
entering a phase of slowdown. Amid this uncertain environment, with rate hiking cycle
almost coming to an end, softening commodity prices, high tax collections and overall
buoyancy in domestic demand, India's GDP growth is expected to remain resilient. It
is expected to post a growth of around 6.5 percent in the FY 2023-24. The general election
next year and
State elections in some of the major States are expected to provide
necessary impetus to the economic activities in the current challenging environment.
II. Cement Industry Development and
Outlook
Cement industry continued with its growth momentum this year as well
and cement demand estimated to have reached 393-398 Mn Tons level showing a healthy growth
of ~11-12% in FY 2022-23. The solid growth is attributed mainly to the tailwinds observed
in demand from infrastructure and rural housing segments.
Demand from infrastructure segment maintained its strong undertone as a
result of higher government spending across different infra segments. Within
infrastructure, demand from roads segment was the highest contributor followed by
railways, irrigation and urban infrastructure. In fact, over the years, there has been a
steady rise in share of infrastructure in total cement demand. Its share, which was around
11-13% in FY 13 has risen to 26-28% in FY23.
Rural housing segment witnessed improved demand owing to higher rural
incomes resulting from better yields and rise in crop prices. Also, there was strong
demand observed from "Pradhan Mantri Awas Yojana Gramin" as well as
"Pradhan Mantri Awas Yojana Urban" which are part of GOI's "Housing
for All by 2022" mission.
In FY 2022-23, housing construction from
PMAY-G witnessed construction of around 40 lakh dwelling units while
that in PMAY-U witnessed the same at around 16 lakh units.
On the supply side, industry is estimated to have added ~30 MTPA of new
cement capacity during FY 2022-23. The overall capacity utilization levels are estimated
to be around 68-69% for year 2022-23. As regards, industry margins, the same saw
contraction on account of elevated power & fuel costs. Going forward, in FY 2023-24
the cement demand is expected to maintain its healthy momentum. The demand growth is
expected to be majorly led by Government's thrust on Infra spending and its flagship
housing schemes under PM Awas Yojana. Demand is also likely to witness enhanced government
spending before the Lok Sabha election in 2024. Infrastructure segment, as a result of
~24% enhanced outlay in budgeted spending of central government on key infra sectors,
shall be main demand driver. New projects and capacity expansion plans announced by
players in capital intensive sectors such as steel and start of work in PLI led projects
&
Data Centers, are likely to spur demand from the industrial and
commercial segments.
Expectation of normal monsoon and muted impact of El Nino along with
continuation of healthy prices for farm produce suggests that overall demand in general
and rural cement demand in particular should be healthy.
Industry margins are also expected to improve because of softening of
international coal prices and declining crude oil prices. All in all, FY 2023-24 is
expected to witness continuation of healthy cement demand.
4. NEW/EXPANSION PROJECTS
As part of its aim of enhancing its market share across markets,
Company has been continually expanding its capacity. During the year, while it continued
its work on setting-up its ongoing projects at Nawalgarh in Rajasthan and at Purulia in
West Bengal (through its Wholly-owned subsidiary), it also started work of setting up
integrated unit in Guntur district of Andhra Pradesh. Continuing with its proven track
record of completing its project ahead of schedule and within budgeted cost, Company has
expedited project work and preponed scheduled commissioning of its projects. Status of
projects under implementation is as below:
| Upcoming unit |
Type of Unit |
Scheduled Timeline |
Revised Timeline |
| Nawalgarh, Rajasthan |
Integrate Cement Unit |
Q4 – FY 2023-24 |
Q3 – FY 2023-24 |
| Purulia, West Bengal (through WOS) |
Clinker Grinding Unit |
Q4 – FY 2022-23* |
Q1 – FY 2023-24 |
| Guntur, Andhra Pradesh |
Integrate Cement Unit |
Q3 FY 2024-25 |
Q2 FY 2024-25 |
* Plant commissioning got delayed due to certain clearances.
Also, the Company undertook capacity upgradation work of cement
grinding unit in Saraikela Kharsawan district of Jharkhand to enhance its capacity from
2.50 MTPA to 3.00 MTPA and completed the same in April 2023 through process optimization,
de-bottlenecking and productivity enhancement initiatives. With this initiative along with
new projects, the capacity of the Company (including Subsidiary) within India shall
increase to ~56 MTPA by end of calendar 2024.
5. RISK MANAGEMENT
Company's risk management process is designed to identify and
mitigate risks that have the potential to materially impact its business objectives and
maintains a balance between managing risks and making most of the opportunities. The Board
is responsible for overseeing the overall risk management framework of the Company. Risk
Management Committee of Board keeps an eye on execution of the risk management plan of the
company and advises the management on strengthening mitigating measures wherever required.
The actual identification, assessment and mitigation of risks are however done by
respective management teams of the company in a systematic manner. The risks are
prioritised according to significance and likelihood. Risks having high likelihood and
high significance are classified as ‘key risk'.
The key risks identified by the Company and their mitigation measures
are as under:
| Risk title |
Risk Description |
Impact |
Mitigation Strategy |
| Climate Change |
The rising temperature as a result of high GHG emissions is
the biggest threat humanity is currently facing. Many countries across the globe are
working on reducing these emissions. India has committed to be carbon neutral by 2070.
Cement production being regarded as carbon intensive process faces risks of restrictions
and penal consequences from regulatory bodies. |
While we have taken carbon reduction targets and initiatives,
not meeting the targets imposed by regulatory bodies may be a risk for us. This also
includes the shifts in climate change related regulations impacting business continuity
and the focus of investor community, proxy firms including shareholders over climate
change action impacting market capitalization. |
• Identifying and implementing energy efficiency
projects and initiatives, enhanced usage of renewable energy and waste heat recovery power
generation. Targeting increased usage of AFR. Collaborating with industries and academic
institutions to work on carbon capture, usage and storage (CCUS) and low carbon products.
Defining roles and responsibilities including monitoring framework for achievement of ESG
related targets. |
| Consolida- tion and Intense Com- petition |
The Indian cement industry has presence of several large
players medium and small players. Over the years, supply has outpaced demand in the cement
sector. Further, the industry is on a regular expansion mode. This has led to intense
competition and affected capacity utilization across the industry. |
The continuous expansion and consolidation in the industry
might impact our market share. Additionally, lower capacity utilization and margins
because of intense competition also poses risk to our profitability. |
• Expanding capacity regularly at strategic locations to
increase market share. Reviewing and aligning the market strategy to maintain and improve
our market share. |
| Succession Planning |
Succession planning helps organizations identify required
talent necessary for sustaining operations and achieving future growth |
To maintain business continuity, we need to ensure continued
availability of right talent to address the risk of disruption in operational activities
due to loss of talent. |
• Fostering and creating a culture of assigning
responsibility to younger talent to groom as future leaders. |
|
|
|
Regular trainings for succession planning. |
|
|
|
• Cross functional and techno-commercial working
experience for employees to develop & enhance business acumen for taking leadership
roles. |
|
|
|
• Strengthening existing practices and building roadmap
for identification of critical positions, possible successors, their development plans. |
| Privacy and Cyber Security |
an important role in providing support to business processes
including sales, logistics and production. Therefore, cyber security forms an
integral part of the group wide IT security strategy. |
robust and advanced IT systems are essential part of the
business. Further, in order to maintain business continuity, it is important to have
robust IT systems and prevent data breaches as well as the risk of cyber- attacks. |
meet current and future needs. Strengthening the established
practices and procedures for IT security and governance across the organisation. •
Regular monitoring and tracking of licensed products, unauthorized software usage,
tracking of data leakage, etc. across the organisation through best-in-class technology
and process. |
|
|
|
Assessment of IT infrastructure (e.g. Vulnerability
Assessment and Penetration Testing - VAPT) followed by cyber security awareness sessions
for employees. |
| Fuel Procurement |
The cement operations are predominantly dependent upon coal/
petcoke to meet fuel requirement. Being dependent on conventional source, can hinder the
growth and create business continuity risks as well. |
Abrupt movements in fuel prices and abrupt changes in its
availability due to geo- political reasons affect our business. Continued usage of
conventional fuels pose regulatory risks. |
Designing plants and processes allows us to operate on
multi-fuels and give flexibility to choose type of fuel basis the availability and at
competitive cost. Enhancing share of alternative fuels to replace the usage of coal and
petcoke. |
|
|
|
• Procuring coal from domestic sources (linkage and
captive coal block) to reduce dependency on imported coal. |
6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The internal control systems includes the policies, processes, tasks,
behaviors and other aspects of the Company, which when combined, facilitate effective and
efficient operation, quality of internal and external reporting, compliance with
applicable laws and regulations.
The Company's objectives, its internal organisation and the
environment in which it operates are constantly evolving and as a result, the risks it
faces are continuously changing as well. To make its internal controls effective and
sound, the Company thoroughly and regularly evaluates the nature and extent of such risks
to which the Company is exposed.
The Company has put in place adequate internal control systems
commensurate with its size of operations. Company's internal control systems include
policies and procedures, IT systems, delegation of authority, segregation of duties,
internal audit and review framework, etc. Company has laid down internal financial
controls and systems with regard to adherence to Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records and timely preparation of reliable financial information. The
framework is in compliance with the requirements of the Companies Act, 2013. The Company
periodically assesses design as-well-as operational effectiveness of its internal controls
across multiple functions and locations through extensive internal audit exercises.
For carrying out internal audit, Company has an experienced in-house
team manned by professionals who collectively possess the necessary skills, technical
knowledge, objectivity, and understanding of the Company, industries and markets in which
it operates, Further, to improve and strengthen processes, finding opportunities for
automation and optimizing costs, the Company has appointed different external agencies for
conducting internal audit of different geographical locations of the Company. For this
purpose, three renowned independent audit firms have been engaged. These audit firms bring
in their domain expertise for optimization and improvement of various business processes
which can then be replicated throughout the organization.
Based on the assessment and observations of internal audit, process
owners undertake corrective action in their respective areas of operations, and thereby
strengthen the processes and controls. Significant audit observations and corrective
actions thereon are presented to the
Audit Committee of the Board on the periodical basis. The Audit
Committee evaluates the adequacy and effectiveness of internal financial control systems
periodically.
7. HUMAN RESOURCES / INDUSTRIAL RELATIONS
The Business environment is constantly evolving. In order to build a
resilient organization that continues to succeed in the new world order, businesses need
to build a management system that is flexible and responsive, built around four
interrelated trends – more connection, high automation, lower transaction costs and
demographic shifts. This requires revisiting the basic tenets of an organization to build
models that are creative and adaptable. Models that enable business moves defined by
corporate purpose, network of teams instead of hierarchies and where talent is the only
differentiator. To usher in this new evolving world order, Company has undertaken an
organization wide transformation powered by smart technology and the three words that
defined all its processes including the people processes this year are –
Performance, Effectiveness and Optimization. Key initiatives and
achievements for the year are as under:-Project ARISE: HR Transformation is enabled
by smart technology. With the help of a renowned consulting partner and unicorn HR
technology platform darwinbox, Company has undertaken HR transformation with objective of
reviewing its existing HR processes and policies, benchmarking them with the best in
industry and implementing policies most suited to our context. This project is aimed at
building an organization that is Agile, Revolutionary, Innovative, Simple and Empowered
(ARISE).
India's Best Workplaces for Building a Culture of Innovation for
All: Great Place to Work India released a new category of awards to recognize
organizations that have built a culture of innovation, and the Company has been awarded
and recognized as the only one in cement and building materials sector in this category.
Among India's Top 50 Best Places to Work:
During the year, the Company was certified as a Great Place to Work,
consequently for the 4th year. Apart from this, the Company also featured among
India's Top 50 Best Places to Work for, an upgrade from previous Top 100 league,
across all sectors by the "Great Place to Work India". Additionally, it featured
among India's Top 25 employers in the Manufacturing Sector for the 4th
consecutive year and among the best companies in Cement and Building Materials under Great
Place to Work India survey.
Significant Achievement in HR Excellence: The Confederation of
Indian Industries (CII) recognized the Company under category ‘Significant
Achievement in HR Excellence', for the second consecutive year.
This recognition is based on a detailed examination of the Company's policies and
practices as per the framework designed by CII followed by an onsite audit by senior
members of the industry.
Industrial Relations: Company considers its employees as its
biggest asset. We, therefore, always strive to build a healthy relationship with them and
resolve issues through dialogue and discussions. As a result, employee relations remained
cordial during the year.
Total number of employees as on 31st March, 2023 were 6,451.
8. OCCUPATIONAL HEALTH AND SAFETY
Following a ‘Safety First' approach, health and safety is a
top priority area of the Company. Company has built a robust safety management system
based on the globally recognized and practiced OHSAS 18001 standard to institutionalize
the organisation-wide focus on Occupational Health and Safety.
Safety Committees' have been formed at all manufacturing units
with equal representation from both management and non-management categories. These
committees play a pivotal role in achieving the objective of ‘Safety First' by
undertaking assessment of safety issues on an ongoing basis and implementing suitable
initiatives and programs for the same. To transform the way workers' look at safety
and make them aware and adopt best practices related to safety, these Committees
periodically organise online and offline trainings, mentoring and coaching with the help
of internal and external safety experts. This has helped bringing about a consistent
positive change to the workers' safety performance. Such interactions are also
helping the plant level safety committees get feedback from workers and thereby
identifying hazards and minimise the recurrence of the same. The Company has established a
structured hazard identification and risk assessment process which helps it to identify
potential risks which could have resulted in production disruptions and liabilities. To
provide its employees and contractual workers access to quality and instant healthcare
services, Company has established ‘Wellness Management Centres' (WMC) at all its
major plant locations. WMCs are equipped with qualified doctors and facilities which help
carry out day to day health-care services and also conduct annual health check-ups for
employees & contract workers. Health talks by experts and specialists are also
organised to propagate awareness on chronic and lifestyle diseases.
All safety initiatives and employee engagement programs have been
designed to ensure their continuous review and monitoring. Through a regular internal
audit protocol, the Company assesses the overall safety performance and examines the
existing procedures, systems and control measures for fire & safety hazards.
Observations and recommendations are implemented by concerned departments within set
timelines. As part of the process, monthly safety performance of all grinding units are
reviewed and discussed with all safety professionals for implementation of common safety
system and practices.
9. SUSTAINABILITY
The Company has imbibed Sustainability as a core element in its
business model. It primarily focuses on conservation of environment, natural resources and
energy efficiency. For this purpose, it promotes experimentation and implementation of new
ideas for improving efficiencies, optimizing the use of input resources and promote
circular economy in the process. Over the past year the role of the cement industry in
carbon emissions has received a lot of attention in public discourses. The Government of
India is also considering the introduction of setting carbon standards and carbon trading.
Our company has taken this into account from an early stage and the details of its work on
this issue are given in the key initiatives / developments as mentioned below:
-a) Increasing use of power from green resources: Company
continued with its leadership position with regard to use of green power (WHR, wind and
solar) in its total power consumption. It substantially enhanced its green power capacity
to 385.6 MW in FY 2022-23 from 263.1 MW during FY 2021-22. As a result, Company has been
able to increase share of green energy in total energy consumption to 51.1% from 48.3%
during the previous year. It is in process to set up additional green power capacity of 83
MW at different locations to further enhance its share of green power for meeting its
captive requirement. The
Company continues its recognition of having the largest WHR capacity in
World Cement Industry excluding China. This apart, in terms of operational efficiency of
WHRP, Company is regarded as one of the best in the industry.
b) Energy Conservation: Energy conservation is at the extreme focus
of the Company and has seen numerous innovations and initiatives over the years ranging
from shop-floor experiments to large capex. This has yielded multiple benefits including
reduction in carbon intensity and rationalization of production costs. More details on
initiatives taken in the area of energy conservation are given in Annexure 3 to
this report.
Company's performance in energy conservation is getting
exemplified at public forums like "Perform, Achieve & Trade" (PAT) scheme of
the Govt. of India wherein the Company overachieved its targets in PAT
Cycle I, II and III continuously. The Company was awarded the
‘Best Performer' award for obtaining maximum number of energy saving
certificates under PAT Cycle I as well as PAT cycle II by Bureau of Energy Efficiency.
c) Alternative Fuels and Raw Materials:
Company is constantly working on to increase usage of alternative raw
materials and fuels in its operations. Company uses wastes of various industries such as
Pharma, Chemical, Sponge Iron, fertilizer, thermal power plant and others as alternative
raw materials and alternative fuels. Company is also utilizing MSW (Municipal Solid
Waste), RDF (Refused Derived Fuel) and Agriculture Crop Residue as alternate fuel to
conserve fossil fuel. These measures have helped the Company to improve its Thermal
Substitution Rate to 3.50% in FY 2022-23 from 2.41% in FY 2021-22. Company's share of
alternate raw material consumption in total raw material consumption stood at 27.96% in FY
2022-23.
d) Greenproducts: The Company has been producing blended
cement in the category of
Portland Pozzolana Cement (PPC), Portland Slag Cement (PSC) and
Composite Cement
(CC) conforming strictly to the specified BIS norms. Blended cement
contributes to sustainable design by making concrete stronger and durable, reducing
consumption of natural resources such as limestone, lowering greenhouse gas emissions, and
contributes to a circular economy by utilizing wastes from power, iron and steel plants.
Use of blended cement also has cost benefits for Company's customers. The share of
blended cement in total cement production is 76.97% in FY 2022-23. During the year,
Company's blended cement products manufactured at all its locations have been
certified under renowned Greenpro certification by Confederation of Indian Industry (CII).
We are also exploring feasibility of another sustainable alternative to OPC i.e.,
Limestone Calcined Clay Cement (LC3).
e) Carbon reduction: Company has been constantly working upon ways
to reduce its carbon emissions. Over the years, measures such as installation of waste
heat recovery plants, increased production of blended cement, increased usage of renewable
energy, etc. have been taken by the Company in this direction. Its Specific Net Scope 1
emissions (kg CO2/ton of cementitious
material) has come down from 530 during FY 2021-22 to 521 during FY
2022-23. As part of Science based targets (SBTi), the Company has committed to reduce
Scope 1 GHG emissions by 12.7% per ton of cementitious materials by 2030 from a 2019 base
year and scope 2 GHG emissions by 27.1% per ton of cementitious materials within the same
timeframe. The company is progressing well on the path to achieve its GHG emission
reduction targets.
f) Water Conservation: Water is a precious natural resource.
The Company has been working on two-pronged approach of optimising its water consumption
as well as increasing availability of water through water harvesting and recharging.
Company's initiatives in this regard such as installation of Air Cooled Condensers in
all its thermal power plants and setting-up Waste Heat Recovery based power plants have
been a great success. Other initiatives include construction of rain water harvesting
structures around operating sites and mining area, installation of Sewage Treatment Plants
for treating domestic waste water, use of recycled water in operations, online monitoring
of ground water level, installation of water sensors & fixtures, etc. which help in
reducing water consumption, increase water availability and reduce dependence on ground
water. To augment the water supply from natural sources, the company also obtained treated
sewage water from municipalities at few of its locations which was then further treated
and used for manufacturing and other purposes.
As a result, Company is more than six times water positive.
g) Environment, Social and Governance
Reporting: Company released its first
Integrated Annual Report in FY 2021-22 including ESG disclosures based
on GRI and other relevant guidelines. The Company also published its 18th
annual Corporate Sustainability Report for the reporting period 2021-22, prepared in
accordance with the "GRI Standards Comprehensive Option" assured by an
independent certifying agency.
The Company has also issued its Business
Responsibility Report as part of Annual
Report since year 2012-13 disclosing its performance with respect to
various Business Responsibility principles. This apart, it has been consistently
participating in various benchmarking and rating exercises such as Dow Jones
Sustainability Index, CDP Climate Change and CDP Water Security, etc. to gauge and improve
its ESG performance.
10. CORPORATE GOVERNANCE
Your Directors reaffirm their continued commitment to good corporate
governance practices. During the year under review, Company was in compliance with the
provisions relating to corporate governance as provided under the Securities Exchange
Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as
amended). The compliance report is provided in the Corporate Governance section of this
Annual Report. The Auditor's Certificate on Corporate Governance is enclosed at Annexure
- 1.
11. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
In terms of Regulation 34 of Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended) read with relevant SEBI Circulars, Company is also
releasing Business Responsibility and Sustainability Report (‘BRSR') as part of
this Annual Report covering new reporting requirements on ESG parameters. The BRSR seeks
disclosure on the performance of the Company against nine principles of the "National
Guidelines on Responsible Business Conduct' (‘NGRBCs'). As per the SEBI
Circulars, effective from the financial year 2022-23, filing of BRSR is mandatory for the
top 1000 listed companies by market capitalisation. Accordingly, for the financial year
ended 31st March, 2023, Company is publishing BRSR instead of Business
Responsibility Report.
12. CORPORATE SOCIAL RESPONSIBILITY
As part of its triple bottom-line approach to its business, Company has
always considered the community as its key stakeholder. It believes that the community
around its operations should also grow and prosper in the same manner as does its own
business. Accordingly, Corporate Social Responsibility forms an integral part of the
Company's business philosophy. To oversee all its CSR initiatives and activities, the
Company has constituted a Board-level Committee - CSR and Sustainability Committee. The
major thrust areas of the Company include healthcare, education, women empowerment,
infrastructure support, integrated rural development, etc. which are aligned to the areas
specified under Schedule VII to the Companies Act, 2013. The Annual Report on CSR
activities of FY 2022-23 with requisite details in the specified format as required under
Companies (Corporate Social Responsibility Policy)
Rules, 2014 (as amended) is enclosed at Annexure
2 and forms part of this report. The CSR Policy of the Company may
be accessed on website of the Company at https://www.shreecement.com/ investors/policies.
13. SUBSIDIARY COMPANIES
The Company has following subsidiaries:
| S.No. Name of Subsidiaries |
Nature of Interest |
| 1 Shree Global FZE |
|
| 2 Raipur Handling and Infrastructure Private Limited |
|
| 3 Shree Cement East Private Limited |
Wholly Owned Subsidiaries |
| 4 Shree Cement North Private Limited |
|
| 5 Shree Cement South Private Limited |
|
| 6 Shree Enterprises Management Ltd |
|
| 7 Shree International Holding Ltd |
Step-down |
| 8 Union Cement Company PrJSC |
Subsidiaries |
| 9 U C N Co. Ltd LLC (earlier Union Cement Norcem Co. Ltd.
LLC) |
|
| 10 Shree Cement East Bengal Foundation |
Subsidiary Company (Incorporated under section 8 of the
Companies Act, 2013) |
the Company are available on the website of the Company. The
shareholders, who wish to receive a copy of Annual Accounts of the Subsidiary
Companies, may request the Company Secretary for the same. The policy
for determining material subsidiaries as approved by the Board can be accessed on the
website of the Company at https://www.shreecement.com/investors/policies. Pursuant to
section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules,
2014, a statement containing salient features of the financial
statements of the subsidiary companies in prescribed Form AOC-1 is given in the
Consolidated Financial Statements of Company and forms part of this Annual Report.
14. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the
Company have been prepared as required in terms of provisions of
Companies Act, 2013 and Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as amended)
by following the applicable Accounting Standards notified by the Ministry of Corporate
Affairs and forms part of this Annual Report.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act,
2013, the Board of Directors of the Company, to the best of their
knowledge and belief and according to the information and explanations obtained by them,
state that:
• In the preparation of the annual accounts for the year ended 31st
March, 2023 the applicable accounting standards have been followed and there are no
material departures from the same;
They have selected such accounting policies, judgments and estimates
that are reasonable and prudent and have applied them consistently so as to give a true
and fair view of the state of affairs of the Company as at 31st March, 2023 and
of the statement of Profit and Loss as well as Cash Flow of the company for the year ended
on that date;
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;
The annual accounts have been prepared on a going concern basis;
Necessary internal financial controls have been laid down by the
Company and the same are commensurate with its size of operations and that they are
adequate and were operating effectively; and
Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
16. PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES & INDIVIDUAL
DIRECTORS
In terms of requirements of Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended) and provisions of Companies Act, 2013, Nomination cum
Remuneration Committee of the Board of Directors of the Company specified the manner for
effective evaluation of performance of Board, its Committees and Individual Directors.
Based on the same, the Board carries out annual evaluation of its own
performance, performance of its Committees, Individual Directors including Independent
Directors. Company adopted the evaluation parameters as suggested by the Institute of
Company Secretaries of India and Securities and Exchange Board of India with suitable
changes from Company's perspective. The performance of the Board is evaluated by the
Board on the basis of criteria such as Board composition and structure, effectiveness of
Board processes, information flow to Board, functioning of the Board, etc. The performance
of Committees is evaluated by the Board on the basis of criteria such as composition of
Committees, effectiveness of Committee working, independence, etc. The Board evaluates the
performance of individual Director on the basis of criteria such as attendance and
contribution of Director at Board/Committee Meetings, adherence to ethical standards and
code of conduct of the Company, inter-personal relations with other Directors, meaningful
and constructive contribution and inputs in the Board/ Committee meetings, etc.
Company appoints an External Facilitator for the purpose of carrying
out the performance evaluation in a fair and transparent manner.
Structured questionnaires are circulated to Board
Members for providing feedback on various parameters (as stated above)
including on performance of Board / Committees / Directors, engagement levels,
independence of judgment and other criteria. This is followed with review and discussions
at the level of Board.
In a separate meeting of the Independent
Directors, performance evaluation of Non-Independent Directors, the
Board as a whole and performance evaluation of Chairman is carried out, taking into
account the views of Executive and Non-Executive Directors. The quality, quantity and
timeliness of flow of information between the Company Management and the Board which is
necessary for the Board to effectively and reasonably perform their duties are also
evaluated in the said meeting.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year:-
(i) The Board of Directors of the Company in its meeting held on 21st
May, 2022, on the recommendation of Nomination cum Remuneration Committee appointed
Mr. Zubair Ahmed (DIN: 00182990) as an Independent Director of the
Company w.e.f. 21st May, 2022 for a term of 5 (five) years, subject to approval
of the members. Approval of Members was obtained at the 43rd Annual General
Meeting held on 28th July, 2022.
(ii) Mr. Benugopal Bangur (DIN: 00244196) resigned as Chairman and
Director of the
Company from the close of Business Hours on 14th October,
2022.
(iii) The Board of Directors of the Company in its meeting held on 14th
October, 2022, on the recommendation of Nomination cum
Remuneration Committee, subject to the approval of members:-
(a) appointed Mr. Neeraj Akhoury (DIN: 07419090) as Managing Director
of the Company w.e.f. 14th October, 2022, for a period of 5 (five) years; (b) changed the
designation of Mr. Hari Mohan Bangur (DIN: 00244329) from "Managing Director" to
"Chairman" effective from 15 th October, 2022;
(c) changed the designation of Mr. Prashant Bangur (DIN: 00403621) from
"Joint Managing Director" to "Vice Chairman" effective from 14th
October, 2022; Approval of Members for the above was obtained by passing of Resolution(s)
through Postal Ballot on 7th December, 2022.
(iv) Dr. Yoginder K. Alagh (DIN: 00244686) and Mr. Ratan Lal Gaggar
(DIN: 00066068) resigned from the position of the Independent Directors of the Company
effective from the close of Business Hours on 10th August, 2022 & 15th
December, 2022 respectively, due to their personal reasons.
Further, at the time of resignation, they had confirmed that there were
no material reasons for their decision to resign.
(v) Mr. Prakash Narayan Chhangani (DIN: 08189579), Whole Time Director
of the Company resigned as Director of the Company from the close of Business Hours on 13th
February, 2023.
In accordance with section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as
amended), each Independent Director has given a declaration to the Company confirming that
he/she meets the criteria of independence as specified under section 149(6) of the
Companies Act, 2013 and
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as
amended). They have also confirmed the compliance of Rule 6 of the Companies (Appointment
and Qualification of
Directors) Rule, 2014 regarding inclusion of their names in the data
bank of Indian Institute of Corporate Affairs (IICA).
The Board is of the opinion that the Independent Directors of the
Company including those appointed during the year, possess requisite qualifications,
expertise and experience and they hold highest standards of integrity.
In accordance with the provisions of the
Companies Act, 2013 and Articles of Association of the Company, Mr.
Hari Mohan Bangur (DIN: 00244329), Director [‘Chairman' of the Company (in whole
time capacity)] of the Company will retire by rotation in the ensuing Annual General
Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends
the re-appointment of Mr. Hari Mohan Bangur. His re-appointment at the 44th AGM
as a director retiring by rotation would not constitute break in his tenure of
appointment.
18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In order to acquaint the new directors with the Company, a detailed
presentation is given to them at the time of their appointment which covers their role,
duties and responsibilities, Company's strategy, business model, operations, markets,
organizational structure, products, etc. A detailed presentation along similar lines is
sent to existing
Independent Directors every year to keep them apprised of the above
details.
As part of Board discussions, presentation on performance of the
Company is shared with the Board during its meeting(s). Plant visits are also arranged for
Independent Directors from time-to time for better understanding of the Company's
operations. The details of such familiarisation programmes for Independent Directors are
posted on the website of the Company and can be accessed at link
https://www.shreecement.com/ investors/disclosure-regulation.
19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required
under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided at Annexure - 4.
In terms of the provisions of section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names of employees and other
particulars of the top ten employees and employees drawing remuneration in excess of the
limits as provided in the said rules are set out in the Board's Report as an addendum
thereto. However, in terms of provisions of the first proviso to section 136(1) of the
Companies Act, 2013, the Annual Report is being sent to the members of the Company
excluding the aforesaid information. The said information is available for inspection at
the Registered Office of the Company during such working hours as are provided under the
Articles of Association of the Company and any member interested in obtaining such
information may write to the Company Secretary and the same will be furnished on request.
20. AUDITORS
I. Statutory Auditors
M/s. B R Maheswari & Co LLP, Chartered Accountants (Firm's
Registration No. 001035N/N500050) were appointed as Statutory Auditors of the Company, in
the Annual General Meeting held on 28th July, 2022, for a consecutive term of
five years from the conclusion of 43rd Annual General
Meeting till the Conclusion of 48th Annual General Meeting.
They have given their report on the Annual Financial Statements for Financial Year
2022-23.
The Audit Report does not contain any qualification, reservation or
adverse remark.
II. Secretarial Auditors
The Board had appointed M/s. Pinchaa & Co.,
Company Secretaries as Secretarial Auditor of the Company to conduct
Secretarial Audit for the Financial Year 2022-23. They have submitted their report in
prescribed format and the same is enclosed at Annexure - 5.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
III. Cost Auditors
The Cost Auditors are in process of conducting the audit of cost
records for year 2022-23 and shall submit their report in due course.
In terms of the provisions of section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of
Directors of the Company have appointed M/s. K. G. Goyal &
Associates, Cost Accountants, Jaipur (Firm Registration No.
000024) to conduct the cost audit for the financial year ending 31st
March, 2024 at a remuneration as stated in the Notice convening the 44th Annual General
Meeting of the members. As required under the
Companies Act, 2013, the remuneration payable to cost auditors has to
be placed before the Members at the general meeting for ratification. Hence, a resolution
seeking ratification of remuneration by the Members, payable to the Cost Auditors, forms
part of the Notice of the ensuing 44th AGM.
21. OTHER DISCLOSURES
(a) C omposition of Audit Committee: The
Audit Committee comprises of Mr. Shreekant Somany as Chairman, Mr.
Nitin Desai, Mr. Sanjiv Krishnaji Shelgikar and Mr. Zubair Ahmed as other Members. More
details are given in the Corporate Governance Report. All the recommendations made by the
Audit Committee were accepted by the Board.
(b) Details of Meetings of Board and its Committees: The Board of
Directors of your Company met 4 times during the year to deliberate on various matters.
The meetings were held on 21st May, 2022, 28th July, 2022, 14th
October, 2022 and 8th February, 2023. Further details are available in the Corporate
Governance Report forming part of this Annual Report. The intervening gap between the
meetings was within the period prescribed under the Companies
Act, 2013 and the Securities Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015 (as amended).
(c) Annual Return: In terms of section 92(3) of the Companies Act,
2013 and Rule
12 of the Companies (Management and Administration) Rules, 2014, the
Annual
Return of the Company is available on the website of the Company at
link https:// www.shreecement.com/investors/ shareholder-information.
(d) Particulars of Loans, Guarantees or Investments: Details of
Loans, Guarantees and Investments covered under the provisions of section 186 of the Act
read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in Notes
to the standalone financial statements.
(e) Related Party Transactions: All Related
Party Transactions during the financial year 2022-23 were on arm's
length basis and in ordinary course of business. They were all in compliance with the
applicable provisions of the Companies Act, 2013 and the Securities
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations,
2015 (as amended). All such transactions are placed before the Audit
Committee for review/approval. The necessary omnibus approvals have been obtained from
Audit Committee wherever required. There were no material Related Party Contracts/
Arrangements/Transactions made by the Company during the year 2022-23 that would have
required Shareholders' approval under provisions of section 188 of the Companies Act,
2013 or of the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended). The Company has adopted a Related Party Transactions
Policy duly approved by the Board, which is uploaded on the Company's website &
may be accessed at https://www.shreecement.com/ investors/policies.
Further, in terms of Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) (Amendment)
Regulations, 2018, the transactions with person/entity belonging to the
promoter/ promoter group holding 10% or more shareholding in the Company are as under:
| Name of the Entity |
% Holding in the Company |
Amount Rs. ( in Crore) |
Nature of Transaction |
| Shree Capital Services Ltd. |
24.90% |
0.50 |
Payment of Office Rent |
(f) D eposits from Public: The Company has not accepted any
deposits from public covered under Chapter V of the Companies Act, 2013 during the year
and as such, no amount on account of principal or interest on deposits from public was
outstanding.
(g) M anaging the Risk of Fraud, Corruption and Unethical Business
Practices Vigil Mechanism/Whistle Blower Policy:
The Company has adopted a whistle blower policy and established the
necessary vigil mechanism for employees and Directors to report concerns about unethical
behaviour. The policy provides for adequate safeguards against victimization of employees
who avail of the mechanism and also provides for direct access to the Chairman of the
Audit Committee. The whistle blower policy may be accessed on the
website of the Company at https://www.shreecement.com/ investors/policies.
Code of Conduct: Company believes in the principle of trust which
can be derived through ethical practices, transparency and accountability to stakeholders.
Keeping the same into account, Company has in place a "Code of Conduct". Every
director and employee is required to adhere to the same. The details of the code of
conduct can be accessed on the website of the Company at https://www.shreecement.com/
investors/policies.
Anti-Bribery and Anti-Corruption Policy:
To conduct the business in an ethical, honest and transparent manner,
the Board of Directors of the Company has adopted
Anti- bribery and Anti-Corruption Policy.
Company has zero tolerance approach toward bribery and corruption. The
Policy applies to all the directors and employees of the Company and its subsidiaries
including third parties who are working on behalf of Company/its subsidiaries. The details
of the policy can be accessed on the website of the Company at
https://www.shreecement.com/ investors/policies.
(h) Remuneration Policy: Company firmly believes in nurturing a
people friendly environment which is geared to drive the organisation towards high and
sustainable growth. Each and every personnel working with Company strives to achieve the
Company's vision of being the best in the industry. Its remuneration policy is
therefore designed to achieve this vision. The policy has been approved by the Board on
the recommendation of Nomination cum Remuneration Committee. The policy is applicable to
Directors, Key Managerial Personnel and other employees. The policy provides that while
nominating appointment of a Director, the Nomination cum
Remuneration Committee shall consider the level and composition of
remuneration which is reasonable and sufficient to attract, retain and motivate the
Directors for delivering high performance. The Remuneration Policy can be accessed on the
website of the Company at https://www.shreecement.com/ investors/policies.
(i) Policy on Prevention, Prohibition and
Redressal of Sexual Harassment at
Workplace: The Company has complied with the provisions of the
constitution of the ‘Internal Committee' as per the requirement of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
("POSH Act"), Company is having "Prohibition of Sexual Harassment
Policy" which provides the mechanism to redress complaints reported under the said
Act. As provided by the POSH Act, Company has formed Internal
Complaints Committees
(ICC) at all work places to cover all Units, Sales offices, Regional
office and Corporate offices. The Internal Committee (IC) comprises of internal members
and external member who has an extensive experience in the field. Company has not received
any complaint of sexual harassment during the financial year 2022-23.
(j) Material Changes after the Close of Financial Year: There have
been no material changes and commitments which have occurred after the close of the year
till the date of this report, affecting the financial position of the Company.
(k) Significant and Material Orders passed by the Regulators or Courts:
No significant material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations.
(l) Maintenance of Cost Records: Company is required to maintain
cost records as specified by the Central Government under section 148(1) of the Companies
Act, 2013.
Accordingly, such accounts and records are made and maintained by the
Company.
(m) Compliance with Secretarial Standards:
Company has complied with the Secretarial Standards issued by Institute
of Companies Secretaries of India (ICSI) on Board Meetings (SS- 1) and General Meetings
(SS-2).
(n) Adoption of new set of Articles of Association : During the
year 2022-23 company has adopted new set of Articles of
Association of the Company in substitution, and to the entire exclusion
of the Articles contained in the existing Articles of Association of the Company, to make
it consistent and align it with the provisions of the Companies Act, 2013 and the Rules
made thereunder.
(o) Alteration in the Object Clause of the Company : The Board of
Directors of the Company through circular resolution passed on 4th March, 2023,
approved alteration of Clause Ill. (A) of the Objects Clause of the Memorandum of
Association of the Company by inserting clause 2 & 3 for covering the mining of coal
and other minerals/ materials and commercial activities related thereto that are not
specifically covered under the Main Objects. Approval of Members was obtained by passing
of Resolution through postal ballot on 9th April, 2023.
(p) Cyberattacks and Cybercrime : On 28th
March, 2023, Company had detected an incident of breach of its IT
security on its IT assets. Company's IT team with the help of team of external
consultants immediately took all the necessary measures to prevent damage to the IT
systems of the Company.
The Company's production facilities were not affected by the
incident. However, the dispatches faced some difficulty, which were normalized in a
day's time. All the critical data have since been recovered and restored. Company has
taken all necessary initiative to further strengthen its measures to deal with risks
arising out of cyber security related incidents.
22. ACKNOWLEDGEMENT
The Directors take this opportunity to express their deep sense of
gratitude to its Central and
State Governments and local authorities for their continued
co-operation and support. They also would like to place on record their sincere
appreciation for the commitment, hard work and high engagement level of every member of
the Shree family without which the exemplary performance of the Company year after year,
would not have been possible. The Directors would also like to thank various stakeholders
of the Company including customers, dealers, suppliers, lenders, transporters, advisors,
local community, etc. for their continued committed engagement with the Company. The
Directors would also like to thank the Members of the Company for confidence and trust
reposed in them.
|
For and on behalf of the Board |
|
H. M. Bangur |
| Date: 22nd May, 2023 |
Chairman |
| Place: Gurugram |
DIN: 00244329 |
Annexure-1 to the Board's Report
IndependentAuditors'Certificate Governance on Corporate
To,
THE MEMBERS OF
SHREE CEMENT LIMITED
1. We, B.R. Maheswari & Co. LLP, Chartered
Accountants, the Statutory Auditors of Shree
Cement Limited ("the Company"), have examined the compliance
of conditions of Corporate
Governance by the Company, for the year ended on 31st March,
2023, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and
para C and D of Schedule V of the SEBI
Listing (Obligation and Disclosure requirements) Regulations, 2015 (the
Listing Regulations).
Management's Responsibility
2. The compliance of conditions of Corporate Governance is the
responsibility of the Management. This Responsibility includes the
Design, implementation and maintenance of internal controls and
procedures to ensure the compliance with the conditions of the Corporate Governance
stipulated in Listing Regulations.
Auditors' Responsibility
3. Our responsibility is limited to examining the procedures and
implementation thereof, adopted by the Company for ensuring compliance with the conditions
of the Corporate Governance. It is neither an audit nor an expression of opinion on the
financial Statements of the Company.
4. We have examined the books of account and other relevant records and
documents maintained by the Company for the purposes of providing reasonable assurance on
the compliance with Corporate Governance requirements by the Company.
5. We have carried out an examination of the relevant records of the
Company in accordance with the Guidance Note on Certification of Corporate Governance
issued by the Institute of the Chartered Accountants of India (the ICAI), the
Standards on Auditing specified under section
143(10) of the Companies Act 2013, in so far as applicable for the
purpose of this certificate and as per the Guidance Note on Reports or
Certificates for Special Purposes issued by the ICAI which requires
that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the
Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform
Audits and Reviews of Historical Financial
Information and Other Assurance and Related
Services Engagements.
Opinion
7. Based on our examination of the relevant records and according to
the information and explanations provided to us and the representations provided by the
Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation
46(2) and para C and D of Schedule V of the Listing Regulations during the year ended 31st
March, 2023.
8. We state that such compliance is neither an assurance as to the
future viability of the Company nor the efficiency or effectiveness with which the
Management has conducted the affairs of the Company.
|
For B R Maheswari & Co LLP |
|
Chartered Accountants |
|
Firm's Registration No.: 001035N/N500050 |
| Date: 22nd May, 2023 |
Sudhir Maheshwari |
| Place: Gurugram |
Partner |
| UDIN: 23081075BGQYRL7021 |
Membership No.: 081075 |
#MDEnd#
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