TO THE MEMBERS,
Your Directors are pleased to present the 67th Annual Report
along with the Audited Financial Statements of Saurashtra Cement Limited
("Company") for the Financial Year ended 31st March 2025.
FINANCIAL HIGHLIGHTS
The financial highlights for the Current Year 2024-25 & Previous
Year 2023-24 are depicted below: ( in Lakhs)
Particulars |
Standalone |
|
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Operation (A) |
1,53,762.39 |
1,76,515.55 |
1,53,762.39 |
1,76,515.55 |
Other Income (B) |
1,733.07 |
3,616.24 |
1,719.22 |
3,552.47 |
Total Income (C = A+B) |
1,55,495.46 |
1,80,131.79 |
1,55,481.61 |
1,80,068.02 |
Operating Expenses |
1,49,401.85 |
1,63,545.40 |
1,49,382.49 |
1,63,529.78 |
Operating Profit |
6,093.61 |
16,586.39 |
6,099.12 |
16,538.24 |
Finance Cost |
1,361.43 |
809.18 |
1,361.43 |
809.18 |
Depreciation and Amortization |
4,227.85 |
4,708.58 |
4,227.85 |
4,708.58 |
Exceptional Items |
897.54 |
(2,035.30) |
897.54 |
(2,035.30) |
Profit/(Loss) before Tax |
1,401.87 |
9,033.33 |
1,407.38 |
8,985.18 |
Current Tax Expense |
381.11 |
2,963.08 |
386.62 |
2,967.30 |
Deferred Tax Adjustment |
322.51 |
358.34 |
322.51 |
358.34 |
Profit/ (Loss) for the year |
698.25 |
5,711.91 |
698.25 |
5,659.54 |
Total Other Comprehensive |
(33.47) |
(17.96) |
(33.47) |
(17.96) |
Income (net of tax) |
|
|
|
|
Total Comprehensive Income |
664.78 |
5,693.95 |
664.78 |
5,641.58 |
Retained Earnings Opening Balance |
58,091.55 |
53,506.84 |
58,091.55 |
53,559.21 |
Add/(Less) |
|
|
|
|
Profit for the Year |
698.25 |
5,711.91 |
698.25 |
5,659.54 |
Re-measurement of Defined
Benefit Plan (Net of Tax) |
(33.47) |
(17.94) |
(33.47) |
(17.94) |
Reversal of Deferred Tax
Liability on Freehold Land |
2,384.04 |
0.00 |
2,384.04 |
0.00 |
Less : Equity Dividend |
(1,109.83) |
(1,109.26) |
(1,109.83) |
(1,109.26) |
Retained Earnings Closing Balance |
60,030.54 |
58,091.55 |
60,030.54 |
58,091.55 |
OPERATIONAL PERFORMANCE
Cement Business:
The Financial Year 2024-25 was a challenging year for the entire cement
industry due to weak demand and depressed price realization. The cement demand in the
company's primary market Gujarat was affected by a disruption in construction
activities caused by prolonged monsoon, labour shortage due to election period and the
strike called by aggregate suppliers.
The Company's profitability was lower due to intensive price
competition in a fragmented market resulting in margin pressures.
The sales revenue for the Financial Year 2024-25 was 1,55,495,46
lakhs, about 14% lower than the previous year on account of lower sales volume and
depressed price realizations.
The Company earned a net profit of 698.25 lakhs as against 5,711.91
lakhs in the previous year.
The price realizations during the first six months of Financial Year
2024-25 were significantly lower than the previous year. Though, the prices improved in
the second half compared to the first six months, the overall prices were still lower than
the previous year.
The year witnessed a decline in the fuel cost but it was insufficient
to offset the decline in profitability due to lower price realizations.
Clinker and cement production were lower than the previous year,
aligning with market demand. The Company undertook several process improvements
efficiency, including modernization of the to enhance operational cement grinding section
and the addition of a fly ash storage system at the Sidheegram plant to support increased
production of blended cement. These upgrades not only expanded the cement grinding
capacity at Sidheegram but also improved blending capabilities. As a result, the quality
of cement is expected to significantly improve. Additionally, the cooler at the Ranavav
plant was modified to reduce fuel consumption. The Company also increased its reliance on
renewable energy sources, thereby reducing its carbon footprint and contributing to
environmental conservation.
Paint Business:
During the year under review, Revenue from the Paints business grew by
74.55% to 6,808.39 lakhs as compared to 3,900.53 lakhs of the previous year in view of
adding new dealers and increasing the customer base.
During the year under review, the sales volume increased by 82%. The
Company is investing in brand building and promotion for sustainable business growth.
DIVIDEND AND RESERVES
During the Financial Year 2024-25, the Board of Directors has not
recommended any dividend in view of inadequate profit.
AMOUNT TRANSFERRED TO RESERVES
The Company has not transferred any amount to Reserves for the
Financial Year ended 31st March, 2025.
CAPITAL STRUCTURE OF YOUR COMPANY
AUTHORISED CAPITAL
The Company's Authorised Capital as on 31st March,
2025, was 77,270.00 lakhs divided into 77,27,00,000 Equity shares of 10/- each (Rupees
Ten only) fully paid up.
PAID UP CAPITAL
During the year under review, the Paid-up Equity Share Capital of the
Company had increased from 11,098.25 lakhs divided into 11,09,82,543 equity shares of
10 each fully paid up to 11,123.70 lakhs divided into 11,12,36,954 equity shares of
10/- each fully paid up in view of allotment of 2,54,411 equity shares of 10/- each
fully paid up allotted to the Eligible Employees under Saurashtra Employee Stock Option
Scheme 2017 ("ESOS 2017")(Scheme was first amended on 22nd April,
2024).
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY
Your Company has one Subsidiary Company; viz. Agrima Consultants
International Limited. Pursuant to the provisions of Section 136 of the Companies Act,
2013, listed companies are exempt from attaching the financialstatements of their
Subsidiary Company to the Annual Report of the Company. In accordance
with the proviso to sub-section (1) of Section 136; a copy of the audited annual accounts
of Agrima Consultant International Limited is provided at the following link: https://scl.mehtagroup.com/subsidiary-companies/agrima-consultants-international-ltd-finance-reports.
In accordance with Section 129(3) of the Companies Act, 2013 read with the rules made
there under; a statement containing the salient features of the Financial Statements of
the Company's Subsidiary is disclosed separately in this Annual Report under Form
AOC-1. The Annual Accounts of the Subsidiary Company shall be made available to any
Shareholder on their request and the same shall also be kept open for inspection by any
Shareholder at the Registered Office of the Company. During the year, the Company does not
have any Associate/Joint Venture Company under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"), is
presented in a separate section, forming part of this Annual Report is enclosed as Annexure
A.
CORPORATE GOVERNANCE REPORT
The Board of Directors reaffirms their continued commitment to good
corporate governance practices. During the year under review, your Company has complied
with the provisions relating to Corporate Governance as provided under the SEBI (LODR)
Regulations. The Compliance Report together with the Certificate from your Company's
Secretarial Auditor confirming the compliance of conditions of Corporate Governance, which
forms part of this
Annual Report is enclosed as Annexure B.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your
Directors make the following statement in terms of Section 134 of the
Companies Act, 2013: a) that in the preparation of the Annual Financial Statements for the
Financial Year ended 31st March, 2025, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any; b)
that such accounting policies as mentioned in Note 1 of the Notes to the Financial
Statements have been selected and applied consistently and judgment and estimates have
been made that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as on 31st March, 2025, and of the profit of the
Company for the year ended on that date; c) that proper and sufficient care has been taken
for the maintenance of adequate accounting records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d) that the annual accounts have been prepared
on a going concern basis; e) that proper internal financial controls laid down by the
Directors were followed by the Company and such internal financial controls are adequate
and were operating effectively; f) that proper systems to ensure compliance with the
provisions of all applicable laws have been devised and such systems were adequate and
were operating effectively.
ALTERATION OF ARTICLES OF ASSOCIATION
The Shareholders at its 66th Annual General Meeting held on
21st August 2024, had altered the Articles of Association of the Company by
addition of new sub-clause no.(vii) after the existing sub-clause no.(vi) in Article 176A
Appointment of Chairman Emeritus, which was incorporated after the existing Article
No. 176 under Clause XXV of the Articles of Association of the Company, by inserting an
enabling provision for authorising the Board to honour the title to any Director as
"Chairman Emeritus".
DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORATE a. APPOINTMENT/ RE-APPOINTMENT
I. Mr. M.N. Mehta, Chairman of the Company, had stepped down from the
position of Chairman, effective from the conclusion of the 66th Annual General
Meeting (66th AGM) of the Company held on 21st August 2024.
Based on the recommendations of the Board of Directors and the
Nomination and Remuneration Committee, the shareholders approved the continuation of Mr.
M. N. Mehta on the Board as a Non-Executive, Non-Independent Director, liable to retire by
rotation, effective from the 66th AGM held on 21st August
2024.
In recognition of his invaluable contributions and longstanding
commitment to the Company, the Board had also conferred upon Mr. M.N. Mehta the honorary
title of Chairman Emeritus, effective from the conclusion of the 66th AGM held
on 21st August 2024.
II. The Shareholders at its 66th AGM held on 21st
August 2024, approved the following:-
Appointment of Mr. Viren Ajitkumar Merchant (DIN: 00033464) as
Non-Executive, Independent Director of the Company for a term of five (5) consecutive
years from 28th May 2024 to 27th May 2029. In view of stepping down
of Mr. M. N. Mehta as the Executive Chairman effective from 21st August 2024,
the shareholders approved the change in designation of Mr. Jay M. Mehta (DIN: 00152072)
from "Executive Vice Chairman" to "Executive Chairman" with effect
from 21st August 2024. Further, he shall hold office in the capacity of
Executive Chairman of the Company with effect from 21st August 2024 upto 31st
December 2026 on the existing terms and conditions including remuneration.
b. RETIRING BY ROTATION AND CONTINUING AS DIRECTOR
In accordance with the provisions of Section 152 of the Companies Act,
2013, read with rules made there under and Articles of Association of the Company, Mr.
Hemnabh Ranvir Khatau (DIN: 02390064) retires by rotation, and being eligible, offers
himself for re-appointment at the ensuing 67th Annual General Meeting of the
Company.
Brief details of the Director seeking re-appointment along with other
details as stipulated under Secretarial Standard 2 and Regulation 36(3) of the SEBI (LODR)
Regulations are provided in Annexure C.
The Board recommends the re-appointment.
c. CESSATION OF INDEPENDENT DIRECTOR
In accordance with Section 149 of the Companies Act, 2013 and
Regulation 25 of the SEBI (LODR) Regulations, the tenure of Independent Directors namely
Mr. M. N. Rao (DIN: 00027131), Mr. K.N. Bhandari (00026078),
Mr. B.P. Deshmukh (DIN: 00002357), Mr. Bimal Thakkar (DIN:00087404)
have come to an end effective from 1st April, 2024 on account of
completion of tenure. Further, the tenure of Mrs. Bhagyam Ramani (DIN:00107017),
Independent Director has come to an end effective from 4th
August 2024.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company's Independent Directors have submitted requisite
declarations confirmingthat they continue to meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)
(b) of the SEBI (LODR) Regulations. The Independent Directors have also
confirmed that they have complied with
Schedule IV of the Companies Act, 2013 and the Company's Code of
Conduct.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise in the fields of
Technical, Legal, Industry, Finance, Strategy and Marketing; and they hold highest
standards of integrity.
INDEPENDENT DIRECTORS MEETING
In the Financial Year 202425, a meeting of the Independent
Directors of the Company was held on 23rd May 2024, without the presence of
Non-Independent Directors and members of the management.
During the meeting, the Independent Directors:
Reviewed the performance of Non-Independent Directors and the
Board as a whole;
Evaluated the performance of the Chairman of the Company, taking
into account the views of Non-Executive Directors; and
Assessed the quality, quantity, and timeliness of the flow of
information between the management and the
Board, which is essential for the Board to effectively and reasonably
discharge its duties.
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. The Company's management makes various legal
and regulatory presentations periodically at the Board Meetings and at the Independent
Directors Meetings to familiarize the Directors about the changes in statutory provisions.
The details of the Familiarization Program imparted to the Independent
Directors is disclosed on the Company's website link: -
https://scl.mehtagroup.com/investors/announcements.
DISCLOSURE PERTAINING TO DISQUALIFICATION OF DIRECTORS
In accordance with the SEBI (LODR) Regulations; a certificate has been
received from M/s Ragini Chokshi and Co,
Practicing Company Secretaries, certifying that none of the Directors
on the Board of the Company have been disqualified to act as Director of the Company which
is enclosed asAnnexure D.
KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Virendra Raj Mohnot retired as Chief
Financial Officer and Key Managerial
Personnel of the Company effective from the closure of business hours
on 8th September, 2024. The Board of Directors in their meeting held on 8th
July, 2024 based on the recommendation of the Nomination and Remuneration
Committee and Audit Committee, have appointed Mr. Pradeep Mehta as
Chief Financial Officer of the Company effective from 9th September, 2024.
BOARD EFFECTIVENESS a. FORMAL ANNUAL EVALUATION
In accordance with the provisions of the Companies Act, 2013 and SEBI
(LODR) Regulations, the Nomination
& Remuneration Committee ("NRC") have specified the
manner for effective evaluation of performance of the
Board, its Committees and Individual Directors.
In compliance with the framework prescribed by the Nomination and
Remuneration Committee (NRC), the Board of Directors has carried out a formal annual
evaluation of its own performance, that of its Committees, and of individual Directors
(including Independent Directors).
The evaluation process takes into account various criteria, such as:
Attendance and active participation of Directors in Board and
Committee meetings,
Domain knowledge and meaningful contributions during
deliberations,
Awareness and observance of corporate governance principles, and
Overall effectiveness in discharging responsibilities.
An evaluation sheet is circulated to all Board members to facilitate
the process. The responses received are reviewed and assessed by the Independent
Directors, the NRC, and the Board itself.
The criteria and methodology adopted for the evaluation are detailed in
the Corporate Governance Report, forming part of this Annual Report.
b. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL
AND REMUNERATION POLICY
The Company's Directors are appointed/re-appointed by the Board on
the recommendations of the Nomination and Remuneration Committee ("NRC
Committee") and approval of the shareholders. In accordance with the Articles of
Association of the Company, provisions of the Companies Act, 2013 and the SEBI (LODR)
Regulations, all Directors, except the Executive Directors and Independent Directors, are
liable to retire by rotation and, if eligible, offer themselves for re-appointment.
The Independent Directors can serve a maximum of two terms of five
years each, and their appointment and tenure are governed by provisions of the Companies
Act, 2013 and SEBI (LODR) Regulations.
The NRC Committee has formulated the remuneration policy of the
Company, which is available at the following links:
https://scl.mehtagroup.com/policy/nomination-and-remuneration-charter and
https://scl.mehtagroup.com/policy/compensation-policy.
NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board of Directors of the Company met 6 times during the Financial
Year 2024-25 to deliberate on various matters. The meetings were held on 28th
May, 2024; 8th July, 2024; 9th August, 2024; 13th
November, 2024; 16th January, 2025 and 13th February, 2025.
The Company has the following Board-level Committees, established in
compliance with the requirements of the relevant provisions of applicable laws,
regulations and statutes:
Audit Committee
Audit Committee comprises of four (4) members, with majority of
Independent Directors. The Chairman of the Committee is an Independent Director. The
Committee met six (6) times during the Financial Year 2024-25.
Nomination and Remuneration Committee
Nomination & Remuneration Committee comprising of four (4) members,
all members of which are
Non-Executive Directors and two-thirds are Independent Directors. The
Chairman of the Committee is an Independent Director. The Committee met three (3) times
during the Financial Year 2024-25.
Stakeholders Relationship and Grievances Committee
The Stakeholders Relationship Committee of Directors comprises of four
(4) members, with the majority of Non-Executive Directors. The Chairman of the Committee
is an Independent Director. The Committee had one (1) meeting during the Financial Year
2024-25.
Corporate Social Responsibility Committee (CSR)
The CSR Committee consists of four (4) members, two of whom are
Independent Directors. The Committee had one (1) meeting during the Financial Year
2024-25.
Allotment Committee (formed on voluntarily basis)
The Allotment Committee consists of four (4) members, two of whom are
Independent Directors. The Committee met four (4) times during the Financial Year 2024-25.
Finance Committee (formed on voluntarily basis)
The Finance Committee consists of four (4) members, two of whom are
Independent Directors. No Meeting was held during the Financial Year 2024-25.
The intervening gap between two consequential meetings was not
exceeding the period prescribed under the Companies Act, 2013 and the SEBI (LODR)
Regulations (as amended).
COMPLIANCE WITH THE SECRETARIAL STANDARDS
The Board of Directors affirm that the Company has complied with
applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of
India (SS1 and SS2), relating to the Meetings of the Board and its Committees and General
Meeting respectively, which was mandatorily applicable during the year under review.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is a business model where
companies integrate social, environmental, and ethical concerns into their operations and
interactions with stakeholders. Rather than focusing solely on maximizing profits, CSR
emphasizes the company's role in contributing positively to society and the
environment. This approach reflects the growing expectation that business should be
accountable not just to shareholders but also to the employees, customers, communities,
and the planet.
To oversee all its CSR initiatives and activities, the Company has
constituted a Board-level Committee - Corporate Social Responsibility Committee ("CSR
Committee"). The constitution and functions of the CSR Committee is provided under
the Corporate Governance Report.
Major thrust areas of the Company include healthcare, educational
activities, women empowerment, infrastructure support, integrated rural development,
environmental projects, health care projects, etc. which are aligned to the areas
specified under Schedule VII to the Companies Act, 2013. The Annual Report on CSR
activities for the Financial Year 2024-25 with requisite details in the specified format
as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 (as amended) is enclosed at Annexure
E and forms part of this report. The CSR Policy of the Company may be accessed on
website of the Company at https://scl.mehtagroup.com/policy/csr-policy.
AUDITORS: a. STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act, 2013 and Rules made there
under, the Company at its 64th Annual General Meeting held on 26th
July, 2022, appointed M/s. Manubhai and Shah LLP, Chartered Accountants, (Firm
Registration No. 106041W/W100136) as Statutory Auditors of the Company, to conduct audit
of the accounts of the Company up to the Financial Year 2026-27. The Auditor's Report
issued by M/s. Manubhai & Shah LLP, Chartered Accountants on the financial statements
of the Company for the Financial Year 2024-25 to the Shareholders forms part of the Annual
Report and does not contain any qualification/reservation/disclaimer.
The Notes to the Financial Statements referred in the Auditors'
Report are self-explanatory. b. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board of Directors, based on the recommendation of the Audit
Committee, at its meeting held on 22nd May,
2025, after considering the eligibility, qualifications, and
disqualifications of the Secretarial Auditor pursuant to the SEBI Circular dated 31st
December, 2024, has recommended to the shareholders for approval of the appointment of
M/s. Ragini Chokshi & Co., as the Secretarial Auditor of the Company for one (1) term
of five
(5) consecutive years, starting from the Financial Year 2025-26 and
ending in the Financial Year 2029-30. The recommendation is subject to the approval of the
shareholders at the 67th Annual General Meeting ("67th
AGM") of the Company, which will be held on 29th August 2025. The
remuneration payable to the Secretarial Auditor is mentioned in the Notice convening the
67th AGM. The Secretarial Auditor is Peer Reviewed by the Institute of Company
Secretaries of India (ICSI) and has not incurred any disqualifications under applicable
laws.
In terms of the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board has appointed M/s. Ragini Chokshi and Co., Practicing Company Secretaries,
Mumbai, as the Secretarial Auditor for conducting Secretarial Audit of the Company for the
Financial Year ended 31st March, 2025.
The report of the Secretarial Auditor is given in Annexure F.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
As required under the Companies Act, 2013, the remuneration payable to
the Secretarial Auditor must be placed before the Shareholders at the general meeting for
approval. Hence, a resolution relating to the same forms part of the Notice convening the
67th AGM of the Company. c. COST AUDITOR
The Cost Accounts and records as required to be maintained under
Section 148(1) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 are duly made and maintained by the Company.
The Board of Directors on the recommendation of the Audit Committee
appointed M/s. M.Goyal & Co., (Firm Registration No:000051), Cost Accountants, as the
Cost Auditors of the Company for the Financial Year
2024-25. The Cost Audit Report for the Financial Year ended 31st
March, 2024 was filed with the Central Government on 6th September, 2024 vide
SRN No. F98218019.
In terms of the provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of
the Company have, on the recommendation of the Audit Committee at its meeting held on 22nd
May, 2025 appointed M/s. M. Goyal & Co, Cost Accountants, to conduct the Cost Audit of
the Company for the Financial Year ending 31st March, 2026 at a remuneration as
mentioned in the Notice convening the 67th AGM of the Company.
As required under the Companies Act, 2013 the remuneration payable to
the Cost Auditors must be placed before the Shareholders at a general meeting for
ratification. Hence, a resolution relating to the same forms part of the Notice convening
the 67th AGM of the Company.
d. TAX AUDITORS
The Board of Directors, on the recommendation of the Audit Committee
reappointed M/s Manubhai and Shah LLP, Chartered Accountants to carry out the Tax Audit
for the Assessment Year 2025-26.
e. INTERNAL AUDITORS
The Board of Directors on the recommendation of the Audit Committee at
its meeting held on
26th March, 2024 had appointed M/s. Pipalia Singhal &
Associates, Chartered Accountants as Internal Auditors for the Financial Year 2024-25 to
conduct internal audit. During the year under review, Audit observations by the Internal
Auditors and corrective actions thereto were periodically presented to the Audit Committee
of the Board.
The Board of Directors on the recommendation of the Audit Committee at
its meeting held on 22nd May, 2025 has appointed M/s. Pipalia Singhal &
Associates, Chartered Accountants, as Internal Auditors to carry out the Internal Audit of
the Company for the Financial Year 2025-26.
REPORTING OF FRAUDS BY AUDITORS
The Board confirms that no qualification, reservation, adverse remark
or disclaimer has been made by the Statutory
Auditors and the Secretarial Auditors in their Audit Reports issued to
the Shareholders of the Company. The Statutory Auditors of the Company have not reported
any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has put in place adequate internal control systems that
commensurate with the nature, size and complexity of its business. Policies and procedures
related to internal control systems are designed to ensure sound management of the
Company's operations, safekeeping of its assets, optimal utilization of resources,
reliability of its financial information, accuracy and completeness in maintaining
accounting records and prevention and detection of frauds and errors. Clearly defined
roles and responsibilities have been institutionalized, and systems and procedures are
periodically reviewed to keep pace with the growing size and complexity of the
Company's operations. The company has implemented a robust system to monitor and
ensure compliance with various laws and regulations.
FINANCIAL STATEMENTS
The Audited Standalone and Consolidated Financial Statements of the
Company which forms a part of this Annual Report have been prepared pursuant to Regulation
33 of the SEBI (LODR) Regulations, in accordance with the provisions of the Companies Act,
2013 and Companies (Indian Accounting Standards) Rules, 2015 on Consolidated Financial
Statements.
PARTICULARS OF EMPLOYEES
Your Company had 809 permanent employees on the pay rolls as on 31st
March, 2025.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure G to this
report.
Further, a statement showing the names and other particulars of
employees drawing remuneration in excess of limits set out in the Rules 5(2) and 5(3) of
the aforesaid Rules forms part of this report. However, in terms of the first proviso of
Section 136(1) of the Act, the Annual Report and Accounts are being sent to the
Shareholders and others entitled thereto, excluding the aforesaid information. The said
information is available for inspection by the
Shareholders at the Registered Office of the Company during business
hours. Any Shareholder, who is interested in obtaining this information, may write to the
Company Secretary at the Registered Office of the Company. Further, the details are also
available on the Company's website: https://scl.mehtagroup.com/investors.
MANAGING THE RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE 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"). The
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,
the Company has formed Internal Complaints Committees (ICC) at all workplaces to cover all
Factories, Marketing Offices, Sales offices, and corporate offices. The Internal Committee
(IC) comprises of internal members and external member who has an extensive experience in
the field. The Company has not received any complaint of sexual harassment during the
Financial Year 2024-25.
Disclosures in relation to POSH Act:
|
Complaints |
|
Filed |
Disposed |
Pending |
Nil |
Nil |
Nil |
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
behavior. The policy provides for adequate safeguards against victimization of employees
who avail of the mechanism and 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://scl.mehtagroup.com/policy/whistle-blower-policy
CODE OF CONDUCT
The Company believes in the principle of trust which can be derived
through ethical practices, transparency and accountability to stakeholders. Keeping the
same into account, your Company has in place a "Code of Conduct". Every director
and employee are required to adhere to the same. The details of the code of conduct can be
accessed on the website of the Company at
https://scl.mehtagroup.com/policy/code-of-conduct
CODE OF CONDUCT FOR REGULATING, MONITORING, AND REPORTING INSIDER
TRADING
In accordance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time, the Company has established a Code of
Conduct for Prevention of Insider Trading ("Insider Code"), which has been
approved by the Board of Directors. The Insider Code outlines that all Insiders, including
designated employees, persons, and their relatives, are prohibited from trading in the
Company's shares or advising others to do so during periods when they are in
possession of Unpublished Price Sensitive Information (UPSI).
EMPLOYEE STOCK OPTION SCHEME
The disclosure pursuant to the provisions of Regulation 14 of the
Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section
62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014 is enclosed as Annexure H to this report.
Additionally, pursuant to Regulation 13 of the Securities and Exchange
Board of India (Share Based Employee Benefits Secretarial Auditors - M/s. Ragini Chokshi
and Co, Practicing andSweatEquity)Regulations,2021,acertificate
Companies Secretaries is enclosed as Annexure I to this report.
RISK MANAGEMENT FRAMEWORK
A Risk Management Framework (RMF) is a structured, systematic approach
that organizations use to identify, assess, prioritize, and mitigate potential risks,
ensuring a consistent and effective approach to risk management across the organization.
The Company's governance structure has well-defined roles and
responsibilities, which enable and empower the
Management to identify, assess and leverage business opportunities and
manage risks effectively. There is also a comprehensive framework for strategic planning,
implementation and performance monitoring of the business plan, which inter-alia includes
a well-structured Business Risk Management process. The risks that fall under the purview
of high likelihood and high impact are identified as key risks. The identified risks are
then integrated into the Company's planning cycle, which is a rolling process to,
inter-alia periodically review the movement of the risks on the heat map and the
effectiveness of the mitigation plan.
The detailed section on key business risks and opportunities forms part
of Management Discussion and Analysis Report, which forms part of this Annual Report.
OTHER GENERAL DISCLOSURES: a. 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://scl.mehtagroup.com/investors/annual-return . b. SECRETARIAL COMPLIANCE REPORT
The Company has received Secretarial Compliance Report for the year
ended 31st March, 2025 from M/s. Ragini Chokshi and Co., Practicing
Company Secretaries, pursuant to Regulation 24A of the SEBI (LODR) Regulations and is
annexed hereto as Annexure J. c. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014 are given in Notes to the standalone financial
statements. d. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND
OUTGO
The details as required under Section 134(3)(m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure
K and forms part of it. e. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
In accordance with the requirements of SEBI (LODR) Regulations; a
Certificate is issued by the Practicing
Company Secretaries on a quarterly basis to reconcile the total Share
Capital with National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) and the total issued and listed capital. The Secretarial Auditor
confirms that the total issued/paid-in all the quarters during the year under review
tallies with the total number of shares in physical form and the total number of
dematerialized shares held with NSDL and CDSL.
f. RELATED PARTY TRANSACTIONS
All Related Party Transactions during the Financial Year 2024-25 were
on arm's length basis and in ordinary course of business and in compliance with the
applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations (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 Financial Year 2024-25 that would have required Shareholders'
approval under the provisions of Section 188 of the Companies Act, 2013 or of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended). The Company has adopted a Related Party Transactions under
Policy duly approved by the Board, which is uploaded on the Company's website and may
be accessed at link-https://scl.mehtagroup.com/policy/related-party-transactions-policy
.
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of Section 188 of the
Companies Act, 2013 including certain arm's length transactions under third proviso
thereto is enclosed in Form No. AOC-2 as Annexure L. g. DEPOSITS
There were no outstanding deposits within the meaning of Sections 73
and 74 of the Companies Act, 2013 read with rules made thereunder at the end of the
Financial Year 2024-25 or the Previous Financial Years. The Company did not accept any
deposit during the year under review. h. TRANSFER OF EQUITY SHARES UNPAID/UNCLAIMED
DIVIDEND TO THE IEPF AUTHORITY
In line with the statutory requirements, the Company is required to
credit to the Investor Education and Protection Fund ("IEPF"), dividend
unclaimed/unpaid for seven (7) consecutive years and equity shares in respect of which
such dividend had remained unclaimed/unpaid within the timelines laid down by the Ministry
of Corporate Affairs. Unpaid/unclaimed dividend for seven (7) years or more has also been
transferred to the IEPF pursuant to the requirements under the Companies Act, 2013. During
the Financial Year 2025-26, the unclaimed dividend amount and unclaimed shares pertaining
to the Financial Year 2017-18 shall be transferred to the IEPF Authority on 14th
September, 2025. i. 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. j. The 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. Further,
the Directors state that no disclosure or reporting is made in respect of the following
items as required under the Companies Act, 2013 and SEBI (LODR) Regulations, as there were
no transactions/implications during the year under review relating to the following: During
the year, there was no application made or any Proceeding pending under The Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the Financial Year. by the Regulators or Courts or Tribunals which would impact No
significant the going concern status of the Company and its future operations.
There has been no change in business of the Company as on the date
of this report. No details relating to deposits covered under Chapter V of the
Companies Act, 2013. Issue of equity shares with differential rights as to
dividend, voting or otherwise.
Any scheme or provision of money for the purchase of its own shares
by employees or by trustees for the benefit of employees.
The Managing Director of the Company has not received any
remuneration or commission from its Subsidiary Company.
No material fraud has been reported by the Auditors to the Audit
Committee or the Board.
There was no revision in the financial statements.
There was no instance of one-time settlement obtained from the
Banks or Financial Institutions.
TRANSFER OF SHARES of SEBI (LODR) Regulations, except in case of
transmission or transposition of As notified shares, requests for effecting transfer of
shares shall not be processed unless the shares are held in the dematerialized form with a
Depository.
LISTING OF EQUITY SHARES
The Company's equity shares are listed on BSE Limited and National
Stock Exchange of India Limited. The Company has paid listing fees for the Financial Year
2025-26.
FACTORY LOCATIONS
Division |
Unit |
Location |
Cement |
Ranavav Unit |
Near Railway Station, Ranavav, Dist.
Porbandar, Gujarat - 360550 |
Division |
Sidheegram Unit |
Sidheegram, PO - Prashnavada BO, Via
Sutrapada SO, Dist. Gir Somnath, |
|
|
Gujarat - 362275 |
Paint Division |
Sinnar Unit |
Plot No.E-6, MIDC, Tal: Sinnar, Malegaon,
Nashik, Maharashtra - 422103 |
|
Gotan Unit |
F 3, 4, 18, 19, 20, Industrial Area, Gotan,
Nagaur, Rajasthan - 342902 |
|
Gummidipoondi |
Plot No. B-60 and 61, SIPCOT Industrial
Estate, Gummidipoondi, |
|
Unit |
Tiruvallur, Tamil Nadu - 601201 |
ACKNOWLEDGEMENTS
The Directors wish to express their heartfelt gratitude to the State
and Central Governments, Banks, and local authorities for their unwavering support and
cooperation. They also extend their sincere appreciation to every member of the family of
Saurashtra Cement Limited for their dedication, hard work, and exceptional level of
engagement, which have been instrumental in driving the company's outstanding
performance year after year. Additionally, the Directors would like to acknowledge and
thank all the stakeholders of the Company, including customers, dealers, suppliers,
lenders, transporters, advisors, and the local community, for their continuous commitment
and partnership. Finally, the Directors wish to convey their deep appreciation to the
Members of the Company for the trust and confidence they have placed in them.