Dear Members,
We are pleased to present 36th Annual Report for the
financial year ended on 31st March, 2022. The operational performance during
the year is as below.
1. Financial/Operational Performance
(C in lakh)
| Particulars |
31.03.2022 |
31.03.2021 |
| Turnover |
346.55 |
2,845.20 |
| Operating EBIDTA |
(801.72) |
(835.98) |
| Other Income |
380.49 |
409.99 |
| Finance Cost |
879.26 |
1,495.61 |
| Depreciation & Amortization |
705.55 |
781.89 |
| Profit/(Loss) before exceptional Item |
(3,451.75) |
(2,948.22) |
| Profit (Loss) before Taxation |
(3,451.75) |
(2,948.22) |
| Tax Expense/benefits |
(899.84) |
(751.40) |
| Profit (Loss) after Taxation |
(2,551.91) |
(2,196.82) |
Highlights of performance:
During the year, except in April, 2021 the plant operation has been
scaled down and produced cement from the available clinker stock for consumption in
ongoing project activity till December, 2021. Subsequently from January,2022, the
production remained suspended mainly due to ongoing project activity. The existing Clinker
plant operation is suspended to ensure safe construction and operation practice as per
safety norms. Due to this, FY 2021-22 ended with reduction in sales as well as production
volume of cement by 86% to 89% over last year sales & production volumes.
However, mines operation have been continued for production of Lime
Stone to fulfill the requirement of expanded clinker production plant to be operationalize
in coming financial year. During the year the company produced 96,231 MT of Lime Stones
compare to 72,712 MT in FY 2020-21 resulting 32% increase in Limestone production..
During the year certain equipments and machineries of the existing
production line have been removed and relocated for integration into ongoing expansion
projects, which has resulted in dismantling certain Civil and mechanical structures.
Accordingly, the written down value of such dismantled structure amounting to RS
1340.72 lakhs has been charged to the statement of profit and loss during the financial
year. Further, the Company has produced Cement from the available Clinker Stock for
consumption in the Ongoing Project activity.
During the year term loan amounting to RS 1,06,600.00 lakhs have been
sanctioned by consortium of Banks having Axis Bank Limited as a lead banker with other
Banks like Bank of India, Bank of Maharastra & Punjab National Bank. The applicable
rate of interest is of 8.75% per annum during construction period ( 8.50% after date of
schedule operation 30th September, 2023). and payable on monthly basis.
During the year the company has availed term loan amounting RS
30,808.20 lakhs out of sanctioned amount of RS 1,06,600.00 lakhs from different consortium
of Banks having Axis Bank Limited as a lead banker, the entire fund have been used in
project expansion. Further received borrowed funds amounting RS 25,192.83 lakhs from its
holding company JSW Cement Limited and this funds have been used mostly in project
expansion. On total cumulative borrowed fund for RS 70,176.12 lakhs, the company has
incurred interest cost amounting RS 3,489.99 lakhs during the year. Out of the above
interest amount, RS 2,692.56 lakhs have been capitaliesd with project cost and balance RS
797.43 lakhs charged to revenue in profit & loss account. During the year the company
has repaid its cumulative interest due amount for RS 6,000 lakhs to bank as well as to its
holding company.
2. Transfer to Reserves
During the financial year under review the Board has not proposed to
transfer any amount to reserves.
3. Dividend
As your Company has incurred a net loss during the year Board of
Directors has not recommended any dividend for the year.
4. Financial Statement:
The audited Financial Statements of the Company, which form a part of
this Annual Report, have been prepared in accordance with the provisions of the Companies
Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the Indian Accounting
Standards.
5. Prospects:
Management Discussions and Analysis, covering prospects is provided as
a separate section in this Annual Report.
6. Capital Expenditure and new projects:
The details of capital expenditure undertaken by the Company is as
under:
• 1.36 MTPA green field clinker project includes 4000 TPD clinker
circuit, 8.9 MW WHRS, 132 KV incoming power, OLBC and Railway siding.
• EC & CTE has been granted for new auction Khatkurbahal block
and expansion of existing mines.
• EC & CTE has been granted for Cement plant (Clinker
expansion from 0.825 MTPA to 3.0 MTPA and cement expansion from 0.252 MTPA to 2 MTPA.
• All engineering activity for clinkerization & WHRS plant is
completed and most of the equipment has been received at site. Major civil activity is
completed and erection activity is at full-fledged. Kiln firing is expected to be
completed by Aug?22 and WHRS after the stabilization of Kiln.
• 132 KV Incoming power – transmission tower erection is
under progress. Switchyard at equipment erection work is completed and LILO substation
work is under progress.
• Railway Siding – DPR is approved and ESP approval is under
progress and expected to be obtained.
• OLBC – IPCOL has approved 22.8-acre land for proposed OLBC
and submitted to IDCO. Technical offer has been received from FLS, Beumer and Macmet for
OLBC on EPC mode excluding civil job. Technical evaluation is under progress.
7. Holding, Subsidiary & Associate Company:
Your Company does not have any subsidiary nor any associate company.
The Company has a holding company as on 31st March, 2022 namely JSW Cement
Limited. The net worth of JSW Cement Limited as on 31.03.2022 is RS 2049.25 crores.
8. Fixed Deposits:
Your Company has neither accepted nor renewed any deposits within the
meaning of Section 73(1) of the Companies Act, 2013 and the rules made there under during
the period under review.
9. Credit Rating
During the year, the Company?s credit rating on the facilities
availed from the Banks was CRISIL A+(CE)/ Stable by CRISIL.
10. Extract of Annual Return:
In accordance with the provisions of Section 92(3) of the Act, Annual
Return of the Company is hosted on website of the Company at https://www.shivacement.com.
11. Share Capital:
During the year under review, the Company has increased its Authorised
Share Capital from RS 260,00,00,000 (Rupees Two Hundred Sixty Crores) comprising of RS
60,00,00,000 (Rupees Sixty crores) equity share capital divided into 30,00,00,000 (Thirty
Crore) Equity Shares of RS 2/- (Two) each; and RS 200,00,00,000 (Rupees Two Hundred crore)
preference share capital divided into 2,00,00,000 (Two crores) Preference Shares of RS
100/- each, to RS 280,00,00,000 (Rupees Two Hundred Eighty crores) comprising of RS
80,00,00,000 (Rupees Eighty crores) equity share capital divided into 40,00,00,000 (Forty
Crore) Equity Shares of RS 2/- (Two) each; and RS 200,00,00,000 (Rupees Two Hundred crore)
preference share capital divided into 2,00,00,000 (Two crores) Preference Shares of RS
100/- each vide special resolution passed through EGM dated 21st June 2021.
During the year under review there was no change in the paid-up share
capital of the Company. The paid up equity share capital of the Company as at 31st
March, 2022 RS 13,900 .00 lakhs comprising of 1950 lakh Equity shares of RS 2/- each
amounting to RS 3900.00 crores and One crore 1% Optionally Convertible Cumulative
Redeemable Preference Shares (OCCRPS) of RS 100each amounting to RS 100 crores.
12. Committees of Board
The Company has constituted various Committees of the Board as required
under the Companies Act, 2013 and the Listing Regulations. For details like composition,
number of meetings held, attendance of members, etc. of such Committees, please refer to
the Corporate Governance Report which forms a part of this Annual Report.
13. Board Meeting
The Board meets to discuss and decide on Company/ business policy and
strategy apart from other business. A tentative date of the Board and Committee Meetings
is circulated to the Directors in advance to facilitate them to plan their schedule and to
ensure meaningful participation in the meetings. However, in case of a special and urgent
business need, the Board?s approval is taken by passing resolutions through
circulation as permitted by law, which are notified in next Board meeting. During the year
under review, the Board of Directors have met seven times on 23.04.2021, 24.05.2021,
06.07.2021, 22.07.2021, 26.10.2021, 24.01.2022 and 25.03.2022. The maximum interval
between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ["SEBI(LODR) Regulations, 2015"] and Secretarial Standard SS-1.
14. Disclosure Under Reg 32 (7A) of the SEBI(LODR) Regulations, 2015
The proceeds from 1% Optionally Convertible Cumulative Redeemable
Preference Shares have been utilised towards capital expenditure of the Company.
15. Compliance with Secretarial Standards
During the year under review, the Company has complied with Secretarial
Standards 1 and 2, issued by the Institute of Company Secretaries of India.
16. Directors? Responsibility Statement
Pursuant to the provisions of section 134(5) of the Companies Act,
2013, your Directors hereby state and confirm that:
a. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b. the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the company for that period;
c. the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern
basis; and
e. the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
f. the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
17. Declaration of Independence
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed under the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations,
2015.
18. Auditors
A. Statutory Auditors:
At the Company?s 31st Annual General Meeting (AGM) held
on September 21, 2017, M/s Shah Gupta & Co., Chartered
Accountants (Firm Registration No. 109574W), Mumbai, were appointed as
the Company?s Statutory Auditors for a period of five consecutive years i.e. from the
conclusion of the 31st AGM till the conclusion of the 36th AGM
subject to ratification if required by the members of the Company at every Annual General
Meeting However, the Ministry of Corporate Affairs vide its notification S.O.1833(E) dated
07th May 2018 notified the amendment in section 139 of the Companies Act 2013,
pursuant to which the appointment of Statutory Auditors is not required to be ratified by
the members every year during the tenure of Statutory Auditors once approved by the
members in their Annual General Meeting. M/s Shah Gupta & Co, Chartered Accountants
will complete their first term of 5 consecutive years as the Statutory Auditor of the
Company at the ensuing 36th Annual General Meeting. As recommended by the Audit
Committee and the Board of Directors of the Company and in terms of Section 139 of the
Companies Act, 2013, it is proposed to re-appoint M/s Shah Gupta & Co., Chartered
Accountants, Mumbai as the Statutory Auditor of the Company, from the conclusion of the 36th
Annual General Meeting (i.e ensuing Annual General Meeting) till the conclusion of the 41st
Annual General Meeting.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Sunil Agarwal & Co., Practicing Company Secretaries, Mumbai
to undertake the Secretarial Audit of the Company for the financial year 2021-22. The
Report of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure A.
C. Comments on auditors? report
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. Shah Gupta & Co., Chartered Accountants, Statutory Auditors,
in their Audit Report and by M/s. Sunil Agarwal & Co., Practicing Company Secretaries,
in their secretarial audit report. The Auditors did not report any incident of fraud to
the Audit Committee of the Company in the year under review.
19. Listing with Stock Exchanges
During the year under review the Company got itself voluntarily
delisted from the Calcutta Stock Exchange of India Limited ("CSE Limited") wef
24th November 2021. However, the Company continuous to remain listed at Bombay
Stock Exchange Limited (BSE), Mumbai. The annual listing fees for the year 2021-22 have
been paid to the Stock Exchange where the Company?s share are listed.
20. Consolidated Financial Statements
The Company does not have any subsidiaries so there is no need to
prepare consolidated financial statement.
21. Particulars of loans or guarantees given, securities provided or
investments made under Section 186 of the Companies Act, 2013:
During the year under review, the Company has not given loans or
guarantees, securities provided or investments made under Section 186 of the Companies,
Act, 2013.
22. Report on Performance of Subsidiaries, Associates and Joint Venture
Companies
As per the provision of first proviso of Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the Company
is required to attach along with its financial statements a separate statements containing
the salient features of financial statements of its subsidiaries in Form AOC-1. The
Company does not have any Subsidiaries, Associates and Joint Venture Companies. Hence, the
details of performance of Subsidiary/ Associate/ Joint venture and their contribution to
overall performance on company is not applicable.
23. Particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013
During the year under review, the Company revised its Policy on
Materiality of Related Party Transactions as also Dealing with Related Party Transactions,
in accordance with the amendments to applicable provisions of law / Listing Regulations.
The Company?s Policy on Materiality of Related Party Transactions
as also Dealing with Related Party Transactions, as approved by the Board, is available on
the website of the Company at www.shivacement.com. Related Party Transactions which are in
the ordinary course of business and on an arm?s length basis, of repetitive nature
and proposed to be entered during the financial year are placed before the Audit Committee
for prior omnibus approval. A statement giving details of all Related Party Transactions,
as approved, is placed before the Audit Committee for review on a quarterly basis. The
Company has developed a framework for the purpose of identification and monitoring of such
Related Party Transactions. The details of transactions / contracts / arrangements entered
into by the Company with Related Parties during the financial year under review are set
out in the Notes to the Financial Statement. The disclosure in Form AOC-2 is attached as
Annexure B to this Report.
24. Material changes and commitments affecting the financial position
of the Company
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of this report.
25. Particulars regarding Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo
A statement containing necessary information, as required under the
Companies Act, 2013 is annexed hereto in Annexure-C. There were no foreign exchange
transactions during the year.
26. Disclosure related to policy
A. Company?s policy on Directors?, KMP & other
employees? appointment and remuneration
The Policies of the Company on Directors?, KMP & other
employees? appointment including criteria for determining qualifications, positive
attributes, independence of a Director and other matters provided under sub-section (3) of
section 178, is appended as Annexure D to this Report. The Remuneration Policy is forming
part of Corporate Governance Report and detailed policy has also been published on the
website www.shivacement.com for investor?s information.
B. Risk Management Policy
The Company has in place a Risk Management Policy to identify, assess,
monitor and mitigate various risks to key business objectives. Major risks identified by
the businesses and functions are systematically addressed by the Audit Committee. All
risks are reviewed in the meetings of the Board of Directors. Risks related to internal
controls, compliances & systems are also reviewed in detail by the Audit Committee.
The Risk Management Policy has also been published on website www.shivacement.com for
investor?s information.
C. Dividend Distribution Policy
Pursuant to Regulation 43A of the Listing Regulations, the Board has
approved and adopted a Dividend Distribution Policy.
The same is available on the website of the Company at the link:
www.shivacement.com.. The salient features of the policy are reviewed hereunder:
a. the circumstances under which shareholders may or may not expect
dividend;
b. the financial parameters that shall be considered while declaring
dividend;
c. internal and external factors that shall be considered for
declaration of dividend; and d. policy as to how the retained earnings shall be utilized.
During the year under review, the Dividend Distribution Policy was
reviewed by the Board to ensure its continued relevance.
D. Corporate Social Responsibility
The Company believes in inclusive growth to facilitate creation of a
value based and empowered society through continuous and purposeful engagement with
society around. The provisions of the Corporate Social Responsibility under section 135 of
the Companies Act, 2013 are not applicable to the Company. However, the CSR activities are
undertaken by the parent company i.e. JSW Cement Limited on behalf of the Company.
Therefore, the details about the initiatives taken by the Company on Corporate Social
Responsibility during the year under review have not been appended as Annexure to this
Report.
Also, the Company has CSR policy and CSR Committee to review the
activities undertaken by the parent company i.e. JSW Cement Limited on behalf of the
Company. The CSR Policy formulated is uploaded on the website of the Company at
www.shivacement.com.
27. Vigil Mechanism
Pursuant to the provisions of Section 177 (9) of Companies Act, 2013,
the Board of Directors has established a committee to provide adequate safeguard against
victimization & to protect interest of the directors and employees to report their
genuine concerns. The Company has uploaded the code of conduct in relation to the
employees & directors on its website (www. shivacement.com).
28. Evaluation of Board, Committees and Board Members pursuant to
provisions of the Companies Act, 2013
Good Governance requires Boards to have effective processes to evaluate
their performance. The evaluation process is a constructive mechanism for improving
effectiveness of Board, maximizing strengths and tackling weaknesses which leads to an
immediate improvement in performance throughout the organization.
Evaluation by Independent Director
In terms of the Code for Independent Directors (Schedule IV), the
Independent Director(s) on the Board of the Company shall evaluate performance of the
Non-Independent Director(s), Board as a whole and review performance of Chairperson. Broad
parameters for reviewing performance are based on the structured questionnaires related to
composition of Board, Function of Board, Meeting attended by Board Members, conflict of
interest, participation in discussion, time contribution, Governance and ethical problem
etc.
29. Evaluation by Nomination and Remuneration (NRC) Committee
Nomination and Remuneration committee constituted under section 178 of
the Companies Act, 2013 has been made responsible for carrying out evaluation of every
Director?s performance. The evaluation of individual Director focuses on contribution
to the work of Board.
30. Evaluation by Board
The purpose of Board Evaluation is to achieve persistent and consistent
improvement in the governance of the Company at Board level with an intention to establish
and follow best practices in Board Governance in order to fulfill fiduciary obligation to
the Company. The Board believes, the evaluation will lead to a working relationship among
Board members, greater efficiency using the Board?s time and increased effectiveness
of the Board as governing body. A structured questionnaire was prepared covering all
aspects of the Board?s and Committee?s function, for the evaluation of the Board
and Committees. The evaluation of the Independent Directors was based on the range of the
criteria like independent judgment strategy, performance and risk management; skill,
knowledge and Familiarity about the Company, professional advice, attendance in Board and
Committee meeting etc. All Independent Directors are persons of eminence and bring a wide
range of expertise and experience to the Board thereby ensuring the best interest of
stakeholders and the Company.
31. Significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and Company?s operations in future.
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status and the Company?s
future operations.
32. Adequacy of Internal Financial Controls:
The Board of Directors in consultation with Internal Auditors have laid
down the Internal Financial Controls Framework, commensurate with the size, scale and
complexity of its operations. The Internal Audit Team quarterly monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies. Based on the report of internal
audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
33. Cost Record:
Maintenance of Cost records under the provisions of the Companies Act,
2013 is not applicable to the Company.
34. Directors and Key Managerial Personnel:
Mr. Narinder Singh Kahlon(DIN-03578016), Non-Executive Director of your
Company shall retire by rotation at the ensuing Annual General Meeting and being eligible,
has offered himself for re-appointment at the ensuing Annual General Meeting of the
Company.
Appointment / Resignation of Director
Mr. Mahendra Singh (DIN-02340913), Non-Executive Independent Director
of the Company has completed the second term of office on 31st March, 2022 and
consequently he also ceased to be on the Board upon completion of his term as an
Independent Director of the Company with effect from close of business hours of 31st
March, 2022.
Mr. Sanjay Sharma (DIN-02692742), Non-Executive Independent Director of
the Company had stepped down with effect from 27th April 2022 due to personal
reasons and the Board hereby confirm that there are no other material reasons for his
resignation other than those mentioned in his resignation letter.
Mr. Jagdish Toshniwal (DIN-01539889), has been appointed as a
Non-Executive Independent Director of the Company wef 21st April 2022.
There were no changes in Key Managerial Personnel during the year under
review.
35. Corporate Governance
Your Company has complied with the requirements of Regulation 17 to 27
of the SEBI (LODR) Regulations, 2015 on Corporate Governance. Pursuant to Schedule V of
the SEBI (LODR) Regulations, 2015, Report on Corporate Governance along with the
Auditors? Certificate on its compliance is annexed separately to this Annual Report.
36. Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the operations of the
Company for the year under review, as required under Schedule V of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 is provided in a separate
section and forms part of this Annual Report.
37. Human Resources
The Company is maintaining cordial and healthy relations with its
employees. Employees at all levels are extending their full support. The Company has
strong faith in potential of human resources. It believes in the creative abilities of the
people; those work for the Company. It believes in the participatory management.
38. E-Voting Platform
In compliance with provisions of Section 108 of the Companies Act, 2013
read with the Companies (Management and Administration) Rules, 2014, your Company is
registered with NSDL for E-Voting services to set up an electronic platform to facilitate
shareholders to cast vote in electronic form to exercise their right of voting at General
Meetings / business to be transacted by means of voting through e-voting or ballot paper
as provided under the Companies Act, 2013.
39. Particulars of Employees
The provisions of Section 197(12) of the Act read with Rules 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
applicable as none of the employees were in receipt of remuneration exceeding the limits
specified therein.
Further in terms section 197 of the Companies act 2013 and Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during
the period under review there is no increase in sitting fees paid to the Independent
Directors of the Company, the Whole-time Director of the Company gets a remuneration of
Re. 1 per month. The Chief Financial Officer & Company Secretary of the Company does
not get any remuneration from the Company as they are deputed by JSW Cement Limited,
Holding Company.
40. Awards & Recommendations
During the year under review the Company has won award in "59th
Annual Metalliferous Mines Safety Week Competition-2021 " under the aegis of DGMS
Chaibasa Region Hoisted by JINDAL STEEL & POWER TENSA.
41. Environmental & Social Obligation
Environment Clearance for Cement Plant: The Environment Clearance for
plant capacity to produce 3.0 Million MT Clinker and 2.0 Million MT Cement, was granted by
the Ministry of Environment and Forest (MoEF) & Climate Change (CC) vide their letter
no J-11011/84/2008- IA II (I) dated: 23rd March 2022. Consent to Establish to
produce 3.0 million MT Clinker and 2.0 million MT Cement has been granted by Odisha State
Pollution Control Board (OSPCB) on 7th May 2022 and is valid up to 6th
May 2027. NOC for Groundwater withdrawal: Central Ground Water Authority (CGWA) has
approved our application for 688 M3/day of groundwater for cement plant and No Objection
Certificate (NOC) No. CGWA/NOC/IND/REN/1/2021/6576 for ground water abstraction to M/s
SHIVA CEMENT LIMITED has been granted. The NOC start date is 20th July 2020 and
is valid upto 19-07-2023.
42. Disclosure under section 54(1)(d) of the Companies Act, 2013:
The Company has not issued sweat equity shares during the year under
review and hence, no information as pursuant to section 54(1)(d) of the Companies Act,
2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is
furnished.
43. Disclosure under section 67(3) of the Companies Act, 2013
The Company has not passed any special resolution pursuant to Section
67(3) of the Companies Act, 2013 hence no disclosure is required to be made.
44. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
The Company has a policy on Prevention of Sexual Harassment at
workplace. The policy has been framed as per "The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013" and an internal
Committee has been constituted for redressal of the complaints.
45. Digital Platform for Tracking Insider Trading.
The Securities Exchange Board of India ("SEBI") has through
amendment of SEBI (Prohibition of Insider Trading) Regulations, 2015 has directed the
Companies to identify designated persons and maintain a structured digital database of all
such designated persons for prevention of insider trading. Accordingly, the Company
through Kfin Technologies Limited has established an Insider Trading Tracking Platform.
The Company has insider trading policy viz. ‘Shiva Cement Code of Conduct" and
the Company ensures proper compliance, monitoring and regulate trading by Insiders and
process of sharing UPSI from time to time.
46. Other Disclosures:
In terms of applicable provisions of the Act and listing Regulations,
your Company discloses that during the financial year under review the Company has changed
its registered office from Plot no. YY-5, Civil Township 7 & 8 Area, Rourkela, Odisha
– 769004 to Shiva Cement Limited, Telighana, PO: Birangatoli, Tehsil-Kutra,
District-Sundargarh, Odisha– 770018 outside the local limits city limits.
47. IBC Code and One-time Settlement
There is no proceeding pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of onetime
settlement of the Company with any bank or financial institution.
48. Acknowledgements
Your directors place on record their sincere appreciation to the
government authorities, Bankers, NBFCs, consultants, shareholders, employees, suppliers
& contractors of the Company for the co-operation and support extended to the Company.
49. Cautionary Statement
Statements in the directors? report and the management discussion
& analysis describing company?s objectives, expectations or predictions, may be
forward-looking statement within the meaning of applicable laws and regulations. Although
we believe our expectation is based on reasonable assumption, actual results may differ
materially from those expressed in the statement. Important factors that could influence
the company?s operations include: global and domestic demand and supply conditions
affecting selling prices, new capacity additions, availability of critical materials and
their cost, changes in government policies and tax laws, economic development of the
country, and such other factors which are material to the business operations of the
company.
|
For and on behalf of the Board of Shiva Cement Limited |
|
|
Manoj Kumar Rustagi |
Rajendra Prasad Gupta |
| Date: 21.04.2022 |
Whole-Time Director |
Director |
| Place: Sundargarh |
DIN:07742914 |
DIN: 01325989 |
|