DIVIDEND:
Interim Dividend
In view of encouraging performance, healthy retained earnings & cash position and
the confidence of sustaining its performance going forward, during the year the Board
declared an Interim Dividend of Rs. 1.50 (i.e. @15%) per equity share on 14,43,02,778
equity shares of Rs. 10/- each, aggregating to Rs. 2,164.54 lakhs.
Final Dividend
The Board of Directors is now pleased to recommend a Final Dividend of Rs. 2.50 (i.e.
@25%) per equity share on 14,52,02,778 equity shares of Rs. 10/- each for the year ended
31st March, 2023, aggregating to Rs.3,630.07 lakhs, payable to those
Shareholders whose names appear in the Register of Members as on Record Date i.e. 21st
June, 2023.
Thus, the aggregate dividend for the year 2022-23 is Rs.4 (i.e. @ 40%) per equity share
of Rs. 10/- each with a total pay-out of Rs. 5,794.61 lakhs and pay-out ratio of 40%.
In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended ('the Listing Regulations'), the
Company has formulated a Dividend Distribution Policy ("Policy"). The Dividend
recommendation is in accordance with the Policy of the Company. The Policy is available on
the Company's website and can be accessed at https://www.digvijaycement.com/wp-
content/uploads/2021/12/Dividend-Distribution-Policy.pdf
TRANSFER TO RESERVES:
During the year under review the Company has not transferred any amount from Retained
Earing to General Reserves.
SHARE CAPITAL:
During the year, the paid-up Equity Share Capital of the Company increased from Rs.
1,44,02,77,780/- (14,40,27,778 Equity Shares of Rs. 10/- each) to Rs. 1,45,20,27,780/-
(14,52,02,778 Equity Shares of Rs 10/- each). The increase in share capital was on account
of issue and allotment of fresh 11,75,000 equity shares of face value of Rs. 10/ each,
arising out exercise of equivalent no. of stock options by eligible employees of the
Company under "SDCCL Employee Stock Option Plan 2019" ("ESOP Plan").
The Company has neither issued shares with differential rights as to dividend, voting
or otherwise nor issued shares to the Employees or Directors of the Company, other than
under ESOP Plan.
No disclosures is required under Section 67(3)(C) of the Companies Act, 2013
("Act") in respect of voting rights not exercised directly by the employees of
the Company as the provisions of the said Section are not applicable.
CONTRIBUTION TO THE EXCHEQUER
Your Company over the years has been enabling significant contribution to various
taxes. During the financial year 2022-23, your Company has made the tax contribution of
Rs. 23,839.58 lakhs, in aggregate in the form of taxes, duties, cess, royalty etc. to the
State and Central Government.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
As of 31st March, 2023, the Company has a Wholly Owned Subsidiary
("Subsidiary") company viz. SDCCL Logistics Limited (CIN No.
U63000GJ2020PLC115066). During the year SDCCL Logistics has also started operations
utilizing our captive port at Sikka by way of handling cargo with regard to import of
gypsum of 33,000 MT.
However, above Subsidiary is not a material subsidiary company as per the thresholds of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended
from time to time ("Listing Regulations").
The Policy for determining Material Subsidiaries adopted by the Board pursuant to
Regulation 16 of the Listing Regulations, can be accessed on the Company's website at
https://www. digvijaycement.com/policies/.
CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements of the Company and its Subsidiary for the
Financial Year 2022-23 are prepared in compliance with the Section 129(3) read with
Schedule III of the Act and Rules made thereunder, including Indian Accounting Standards
specified under Section 133 of the Act. The audited consolidated Financial Statements
together with the Auditors' Report thereon forms part of the Annual Report.
Pursuant to Section 129(3) of the Act read with the rules made there under, a statement
containing salient features of the Financial Statements of the Subsidiary is disclosed in
Form AOC - 1 in this Annual Report.
The Financial Statements of the Subsidiary company is available for inspection by the
Members at the Registered Office of the Company pursuant to the provisions of Section 136
of the Act. The Company shall provide, free of cost, a copy of the Financial Statements of
its Subsidiary company to the Members upon their request. The statements are also
available on the website of the Company and can be accessed at www.digvijaycement. com
under the 'Investors' section.
FINANCIAL LIQUIDITY AND CREDIT RATING:
Cash and cash equivalent as on 31st March, 2023 was Rs. 1,238.89 lakhs
(excluding fixed deposits of Rs. 9,953.81 lakhs for a term exceeding 3 months) vis-a-vis
Rs. 1,285.29 lakhs in the previous year (excluding fixed deposits of Rs.7,992.15 lakhs).
Total cash and bank balance as on 31st March, 2023 was Rs. 11,192.70 lakhs
vis-a-vis Rs. 9,277.44 lakhs in the previous year.
During the year the Company has applied and obtained Long Term and Short-Term Credit
rating from CRISIL for the total bank loan facility of Rs. 100 crores. CRISIL has assigned
CRISIL A/Stable for long term rating and CRISIL A1 for short term rating.
The Company's working capital management is robust and involves a well-organized
process, which facilitates continuous monitoring and control over receivables, payables,
inventories and other parameters.
DEPOSITS:
Your Company has neither accepted any deposits during the year under report nor did any
deposits remain unpaid or unclaimed at the end of the year.
LOANS, GUARANTEES AND INVESTMENTS:
Your Company has neither given any loan or guarantee nor has made any investment,
except investment in its Subsidiary as appearing under Note no. 5 of this report, during
the year under report attracting the provisions of Section 186 of the Act.
NUMBER OF MEETINGS:
Meetings of Board and its Committees are held as per statutory requirements and as per
business needs. A calendar of meetings is circulated in advance to the Directors to enable
them to plan their schedule for effective participation in the meetings. Due to business
exigencies, the Board and Committees have also been approving several proposals by
circulation from time to time.
Board Meeting
During the year, four Board Meetings were convened and held on 27th April,
2022, 1st August,2022, 21st October, 2022 and 27th
January, 2023, the details of which are given in the Corporate Governance Report. The
intervening gap between the meetings was within the period prescribed under the Act,
Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India
and Listing Regulations.
The Company has the following six (6) Board-level Committees, which have been
established in compliance with the relevant provisions of applicable laws and as per
business requirements:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Risk Management Committee
4. Stakeholders' Relationship Committee
5. Corporate Social Responsibility (CSR) Committee
6. Committee of Directors for routine matters
Audit Committee
The Audit Committee comprises of three members, with majority of Independent Directors.
The Chairman of the Committee is an Independent Director. The Committee met four times
during the year.
Nomination and Remuneration Committee
The Company has a Nomination and Remuneration Committee comprising of three members,
all members of which are Non-Executive Directors and two-third members are Independent
Directors. The Committee met once during the year.
Risk Management Committee
The Risk Management Committee comprises of three members, with majority of Independent
Directors. The Chairman of the Committee is an Independent Director. The Committee met
twice during the year.
Stakeholders' Relationship Committee
Stakeholders' Relationship Committee of Directors comprises of three members, with
majority of Non-Executive Directors. The Chairman of the Committee is an Independent
Director. The Committee met once during the year.
Corporate Social Responsibility (CSR) Committee
The CSR Committee comprises of four members, of which one is Independent Director. The
Committee met once during the reporting period.
More details about all the Committees of the Board, including details of the role and
responsibilities of Committees, the particulars of meetings held and attendance of the
Members at such meetings are stated in the Corporate Governance Report, which forms part
of the Annual Report.
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 Act:
(a) in preparation of Annual Accounts for the financial year ended 31st
March, 2023, the applicable Indian Accounting Standards (Ind AS) have been followed along
with proper explanation relating to material departures;
(b) that such accounting policies as mentioned in the Notes to the Accounts 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 at 31st March, 2023 and 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 Act 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; and
(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.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy, inter alia, for nomination and appointment (including
remuneration) of Directors, senior management and key managerial personnel of the Company.
The details of Nomination and Remuneration Policy is stated in the Corporate Governance
Report and uploaded on website of the Company at https://www.
digvijaycement.com/policies/.
The Board of Directors of the Company follows the criteria for determining
qualification, positive attributes, independence of Directors as per Nomination and
Remuneration Policy and the Board Diversity Policy and other applicable policies of the
Company.
Directors are appointed /re-appointed with the approval of the Members for a term in
accordance with the provisions of the law and the Articles of Association of the Company.
The initial appointment of CEO and Managing Director is generally for a period of three
years. All Directors, other than Independent Directors, are liable to retire by rotation,
unless otherwise specifically provided under the Articles of Association or under any
statute or terms of appointment. One third of the Directors who are liable to retire by
rotation, retire at every annual general Meeting and are eligible for re-appointment.
Further details on election process, appointment of Directors and the details of
remuneration paid to Directors and Managerial Personnel forms part of the Corporate
Governance Report.
CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:
Details of contracts/arrangement with the Related Parties are appearing under Note no.
35b and form part of this report. All related party transactions that were entered into
during the year under report were on arm's length basis and were in the ordinary course of
business. There were no materially significant related party transactions which could have
potential conflict with interest of the Company at large.
Related Party Transactions are placed before the Audit Committee as also before the
Board, wherever required, for their approval. The Policy on Related Party Transactions as
approved by the Board is uploaded on the Company's website. The Company's management
ensures total adherence to the approved Policy on Related Party Transactions to establish
Arm's Length Basis without any compromise.
The Company has not entered into any transaction with any person or entity belonging to
the Promoter/Promoter Group which hold(s) 10% or more shareholding in the Company.
Pursuant to the provisions of Section 188(1) of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, particulars of material contracts and arrangements entered between
the Company and the Related Parties are annexed herewith as Form AOC-2 in Annexure A.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments in terms of Section 134(3)(l) of the
Act, affecting the financial position of the Company between the end of the financial year
of the Company as on 31st March, 2023 and the date of this report i.e. 27th
April, 2023.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
It has been the Company's endeavor to focus of energy conservation and efficiency
measures and accordingly were undertaken in various areas of the cement manufacturing
during the year.
Information relating to conservation of Energy, Technology Absorption and Foreign
Exchange Earning and Outgo, required under Section 134(3)(m) of the Act are annexed hereto
as Annexure B and form part of this report.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
Disclosure pertaining to the remuneration and other details as required under Section
197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are annexed hereto as Annexure C.
In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list
pertaining to the names and other particulars of employees drawing remuneration in excess
of the limits set out in the aforesaid Rules, is kept open for inspection during working
hours (upto the date of ensuing Annual General Meeting) at the Registered Office of the
Company, and the Report & Accounts are being sent to all the Members of the Company,
excluding the aforesaid particulars of employees. Alternatively, any Member, who is
interested in obtaining these details, may also write to the Vice President (Legal) &
Company Secretary at the Registered Office of the Company or to email id at investors.
sdccl@digvijaycement.com
EMPLOYEE STOCK OPTION PLAN (ESOP):
Pursuant to approval of Shareholders at the Annual General Meeting held on 5th
August, 2019 and in accordance with SEBI (Share Based Employee Benefits) Regulations 2014
(SBEB Regulations), the Nomination and Remuneration Committee of the Board has, during the
financial year 2019-20 granted 70,60,000 options at an exercise price of Rs. 16/- per
option to eligible employees of the Company, as per the terms and conditions mentioned in
SDCCL Employee Stock Option Plan 2019 ("ESOP Plan"). Out of total options
granted, 14,69,250 (Fourteen lakhs Sixty-Nine Thousand Two Hundred Fifty) options got
vested during the year. On exercise of rights by eligible employees, 11,75,000 underlying
Equity Shares of Rs.10/- each were allotted to them during the year in accordance with
ESOP Plan.
The certificate of the auditors regarding the implementation of the scheme being in
accordance with SBEB Regulations and in accordance with the resolution of the Company in
the general meeting would be placed at the Annual General Meeting or posted electronically
for the inspection of the members.
Applicable disclosure as stipulated under SBEB regulation and Section 62(1) (b) of the
Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 as on
31st March, 2023 with regard to ESOP Plan is provided at Annexure D to
this report.
DIVERSITY AND INCLUSION:
Diversity and Inclusion at workplace helps nurture innovation, by leveraging the
variety of opinions and perspectives coming
from employees with diverse age, gender and ethnicity. The Company has organized a
series of sensitization and awareness campaigns, to help create an open mind and culture
to leverage on the differences. On and around International Women's Day, the Company has
organized various program to sensitize employees and locals, inter alia, on significant
role that women played in digitization and other activities of the Company. It has been
the Company's endeavour to focus on women empowerment. Going forward, women empowerment
activities will be spread, with clear focus on nurturing their career journeys, to help
the Company build a pipeline of women leaders in near future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has always provided a congenial atmosphere for work that is free from
discrimination and harassment, including sexual harassment. It has provided equal
opportunities of employment to all without regard to their caste, religion, colour,
marital status and sex.
The Company has in place Policy on Prevention, Prohibition and Redressal of Sexual
Harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal
Complaints Committee for redressal of grievances regarding sexual harassment received by
the Committee. All employees are covered under this Policy. During the year under review,
the Company has not received any complaints of sexual harassment. The Company has complied
with all the applicable provisions of the said Act.
INSURANCE:
The Company's plant, properties, equipment and stocks are adequately insured against
all major risks including loss on account of business interruption caused due to property
damage. The Company has also taken Directors' and Officers' Liability Policy to provide
coverage against the liabilities arising on them.
RISK MANAGEMENT:
The Company is aware of the risks associated with the business. It regularly analyses
and takes corrective actions for managing / mitigating the same. The Company has developed
and implemented a Risk Management Policy that also include the process for identifying,
minimizing and mitigating risks which is periodically reviewed by the Risk Management
Committee, Audit Committee and the Board of Directors.
They also review Risk Management procedures measures from time to time, to ensure that
executive management controls risk through means of a properly defined framework. The
major risks in critical areas have been identified by the Company and its mitigation
process/measures have been formulated accordingly.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company aims to remain essential to the society with its social responsibility,
strongly connected with the principle of sustainability, an organization based not only on
financial factors, but also on social and environmental consequences. It is responsibility
of your Company to practice its corporate values through its commitment to grow in a
socially and environmentally responsible way, while meeting the interest of Stakeholders.
The Company was the first industrial unit in the region, who started providing free
drinking water and free medical amenities, not only to its employees but to all nearby
villagers, whosoever residing in the radius of more than 15 KMs around Company's business
locations.
Our continually rising CSR spend on carefully crafted CSR programmes that consider the
needs of our communities have helped us win their hearts and made them a part of Digvijay
family. Key thematic areas of Digvijay's CSR activities include Healthcare, Sanitation
& Hygiene, Education, Rural and Community infrastructure development, Water
Conservation & Environmental protection, Women empowerment, including employment
creation initiatives and sustainable livelihood, promotion of sports and contribution for
other social cause.
As required under Section 135 of the Act and Rules made thereunder, to demonstrate the
responsibilities towards social upliftment in structured way, the Company has formed a
Corporate Social Responsibility Policy. Due to resignation of Ms. Mini Menon, the Company
has a reconstituted the composition of Corporate Social Responsibility ("CSR")
Committee of Directors comprising of Mr. Satish Kulkarni (Chairman), Mr. Anil Singhvi, Mr.
Pramod Kabra and Mr. Rajeev Nambiar. The Committee reviews and monitors the CSR projects
and expenditure undertaken by the Company on a regular basis. The Company implements the
CSR projects directly as well as through implementing partners.
The details of such initiatives, CSR spend etc., have been provided as Annexure E to
this Report, as required under the Companies (Corporate Social Responsibility Policy)
Rules, 2014
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
Directors
The Company has six directors on its Board. Detailed composition about the Board is
disclosed in Corporate Governance Report. All Directors have submitted relevant
declarations / disclosures as required under Act and Listing Regulations.
Re-appointment of Director
Mr. Pramod Kabra (DIN No. 02252403), Non-Executive & NonIndependent Director of the
Company, retires by rotation at the ensuing Annual General Meeting pursuant to the
provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment
and Qualification of Directors), Rules 2014 and the Articles of Association of your
Company and being eligible, has offered himself for re-appointment as the Director.
Appointment of Director
The Board has at their meeting held on 27th April, 2023 appointed Ms. Mitu
Samarnath Jha (DIN: 07244627 ) as an Additional Director in the category of Non-Executive
Independent Women Director with effect from 27th April, 2023. Pursuant to
Section 161 and other applicable provisions, if any of the Companies Act, 2013 and Article
109(i) of the Articles of Association of the Company, Ms. Mitu Samar shall hold office
till the date of the ensuing Annual General Meeting. The Board recommends appointment of
Ms. Mitu Samar as Non-Executive Independent and Women Director of the Company for a period
of 5 years w.e.f. 27th April, 2023 and upto the date of Annual General meeting
in the year 2028.
Ms. Mitu Samar has submitted the Declaration of Independence, as required pursuant to
Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations stating
that she meets the criteria of independence as provided therein. The Board has also
considered such declaration and have formed opinion that Ms. Mitu as Non-Executive
Independent Director, fulfils the criteria of independence and is independent from
management.
The Company has received notice as per the provisions of Section 160(1) of the
Companies Act, 2013 from a Member in writing proposing her candidature for the office of
Director.
As required by Regulation 36(3) of the Listing Regulations and provisions of the
Secretarial standards, brief resume and other details of the above-mentioned Director
getting appointed & re-appointed, are attached to the Notice of the ensuing Annual
General Meeting.
None of the Directors proposed for appointment / reappointment at the ensuing Annual
General meeting are disqualified from being appointed /reappointed as Directors under the
provisions of the Act, the Listing Regulations or any other order, directions of MCA, SEBI
or any other statutory authorities.
Resignation of Directors
Ms. Mini Menon (DIN: 7500434) has ceased to be a NonExecutive Independent Director of
the Company with effect from 27th April, 2023 due to her resignation arising
out of her personal commitments and other pre-occupations. Your Board takes the
opportunity to place on record deep appreciation for
her contributions to the Company during her association as an Independent Director on
the Board of the Company.
Board independence
Our definition of 'independence' of Directors is derived from Regulation 16(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 149(6) of
the Companies Act, 2013. Based on the confirmation / disclosures received from the
Directors and on evaluation of the independence of directors during the Board evaluation
process and assessing veracity of disclosures, the following Non-Executive Directors are
Independent:
a) Mr. Mahesh Gupta
b) Ms. Mini Menon (ceased to be a director w.e.f. 27th April, 2023)
c) Mr. Satish Kulkarni
d) Ms. Mitu Samarnath Jha (appointed w.e.f. 27th April, 2023)
The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Company's Code of Conduct.
In the opinion of the Board, the Independent Directors fulfil the conditions specified
under the Companies Act, 2013, the Rules made thereunder and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and are independent of the management, and are
persons of high integrity, expertise and experience. Further, in terms of Section 150 of
the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, the Board is also of the opinion that the Independent Directors
of the Company possess requisite qualifications, experience and expertise in the fields of
strategy, business management, accounts & finance, auditing, tax and risk advisory
services, legal, HR, IT, sales & marketing, logistics, people management, branding,
infrastructure, technical, banking, insurance, financial services, investments, mining
& mineral industries both in cement & other sectors and they hold highest
standards of integrity.
Regarding proficiency, the Company has adopted requisite steps towards the inclusion of
the names of all Independent Directors in the data bank maintained with the Indian
Institute of Corporate Affairs ('IICA'). Accordingly, all the Independent Directors of the
Company have registered themselves with IICA for the said purpose. In terms of Section 150
of the Act read with the Companies (Appointment & Qualification of Directors) Rules,
2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020, wherever required,
Independent Directors of the Company have undertaken to complete online proficiency
selfassessment test conducted by the said Institute.
Key Managerial Personnel (KMP)
During the year under review, there is no change in Key Managerial Personnel. The
following are the Key Managerial Personnel of the Company as defined under Sections 2(51),
203 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
Mr. K K Rajeev Nambiar, Chief Executive Officer & Managing Director
Mr. Vikas Kumar, Chief Financial Officer
Mr. Suresh Meher, Vice President (Legal & HR) & Company Secretary
Annual Evaluation by the Board of its own performance, its Committees and Individual
Directors
In terms of Policy on Evaluation of Performance of Directors and the Board, the Board
has carried out an evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and Remuneration Committees and
other committees of Board as mandated under the Act and Listing Regulations. The criteria
and manner in which the evaluation has been carried out has been explained in the
Corporate Governance Report.
Certificate of Non-Disqualification of Directors
In accordance with the Listing Regulations, a certificate has been received from M/s
Manoj Hurkat & Associates, Practicing Company Secretaries, that none of the Directors
on the Board of the Company has been disqualified to act as Director. The same is annexed
herewith as Annexure F.
Board Diversity
The Company has over the years been fortunate to have eminent persons from diverse
fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the
Nomination & Remuneration Committee of the Board has formalised a policy on Board
Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective,
background, gender, age and culture. The Policy on diversity is available on the Company's
website www.digvijaycement.com
Directors and Officers Insurance (D&O')
As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the
Company has taken Directors and Officers Insurance ('D&O') Policy for all its
Directors and members of the Senior Management.
AUDITORS:
Statutory Auditors and their Report
M/s. BSR & Associates LLP, Chartered Accountants, Mumbai (ICAI Firm Registration
Number 116231W/W- 100024) were appointed as Statutory Auditor of the Company at the 73rd
Annual General Meeting held on 7th September, 2018 to hold office from the
conclusion of the said Meeting till the conclusion of the 78th Annual General
Meeting to be held in 2023.
M/s. BSR & Associates LLP have audited the standalone and consolidated financial
statement of the Company for the financial year ended 31st March, 2023. The
Statutory Auditor's report provided by M/s. BSR & Associates LLP does not contain any
qualifications, reservations, adverse remarks or disclaimers, which would be required to
be dealt with in the Boards' Report.
The tenure of BSR & Associates LLP is till the conclusion of the ensuing 78th
Annual General Meeting to be held this year. It is proposed to appoint M/s BSR & Co.
(BSR), a Chartered Accountant firm (Firm Registration No. 128510W) from BSR &
Affiliates network, for a second term.
The Company has received confirmation/eligibility certificate from BSR to the effect
that their appointment, if made, will be in accordance with the limits specified under the
Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule
4 of the Companies (Audit and Auditors) Rules, 2014.
The Board of Directors of the Company on the recommendation of the Audit Committee has
further recommended to Shareholder for appointment of BSR as the Statutory Auditors of the
Company pursuant to Section 139 of the Act for a second term of 5 (five) years to hold
office from the conclusion of the ensuing AGM till the conclusion of 83rd AGM
of the Company to be held in the year 2028, subject to approval by the Members at the
ensuing AGM.
The Board recommends seeking consent of its members at the ensuing AGM on appointment
of BSR as Statutory Auditors for second term for a tenure of 5 (five) years. Necessary
resolution in this regard is included in the notice convening 78th Annual
General Meeting.
Cost Auditors and Cost Audit Report
Pursuant to Section 148 of the Act read with Rule 8 of the Companies (Accounts) Rules,
2014, the Company has made and maintained the cost accounts and records for the year
2022- 23. The Board of Directors on the recommendation of the Audit Committee appointed
M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for
the financial year 2022-23. The Cost Audit Report for the financial year ended 31st
March, 2022 was filed with the Central Government on 12th August, 2022 vide SRN
No. F21067103.
Further, the Board of Directors has appointed M/s Kiran J Mehta & Co. as the Cost
Auditors of the Company for the financial year 2023- 24 and fixed their remuneration,
subject to ratification by the shareholders at the ensuing AGM of the Company. M/s Kiran J
Mehta & Co. have confirmed that their appointment is within the limits of Section 139
of the Act and have also certified that they are free from any disqualifications specified
under Section 141 of the Act. The Audit Committee has also received a certificate from the
Cost Auditor certifying their independence and arm's length relationship with the Company.
Necessary resolution seeking Member's approval for ratification of remuneration payable to
the Cost Auditor for FY 2023-24, is included in the notice convening 78th
Annual General Meeting.
Secretarial Auditor and Secretarial Audit Report
Section 204 of the Act, inter-alia requires every listed company to undertake
Secretarial Audit and annex with its Board's Report a Secretarial Audit Report given by a
Company Secretary in practice in the prescribed form.
In line with the requirement of Section 204 of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the
Listing Regulations and other applicable provisions, if any, the Board of Directors of the
Company had appointed M/s Manoj Hurkat & Associates, Company Secretaries in Whole-time
Practice, to carry out Secretarial Audit for the financial year 2022-23.
The Secretarial Audit Report for the financial year ended 31st March, 2023
are annexed as Annexure G to this Report. This report is unqualified and
self-explanatory and does not call for any further comments/explanations.
Tax Auditors
The Board of Directors on the recommendation of the Audit Committee re-appointed M/s
BSR & Co., Chartered Accountants, to carry out the Tax Audit for the Assessment Year
2023-24.
Internal Auditors
During the year under review M/s. RSM Astute Consulting (RSM) has acted as Internal
Auditors of the Company. Audit observations of RSM and corrective actions thereon are
periodically presented to the Audit Committee of the Board. The Board of Directors on the
recommendation of the Audit Committee re-appointed RSM to carry out the Internal Audit of
the Company for the Financial Year 2023-24.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Company has adequate internal financial control, which
are constantly monitored by the Finance Department.
The Finance Department monitors and evaluates operating systems, accounting procedures
and policies at all locations of the Company. Based on the report of external Internal
Auditors, the Audit Committee/ Board initiate corrective action in respective areas and
thereby strengthen the controls. The scope, functioning, periodicity and methodology for
conducting internal audit is as per terms agreed by the Audit Committee in consultation
with the Internal Auditor and as approved by the Board.
The Company had, in all material respects, an adequate internal financial controls
system with respect to its financial statements for the year ended 31st March,
2023, and that are operating effectively. More details on internal financial controls
forms part of the Management Discussion and Analysis Report.
ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS:
In line with the requirement of the Companies (Amendment) Act, 2017, effective from 31st
July, 2018, the extract of annual return is no longer required to be part of the Board
Report. However, in Compliance to the provisions of Section 92 and Section 134 of the Act
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
extract of the Annual Return of the Company for the financial year ended 31st
March, 2023 and other policies of the Company is placed on the Company's website at
www.digvijaycement.com.
MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
Vigil Mechanism (Whistle Blower Policy) and Code of Conduct
Creating a fraud and corruption free culture has always been the core factor of your
Company. In view of the potential risk of fraud, corruption and unethical behavior that
could adversely impact the Company's business operations, performance and reputation,
Digvijay has emphasized even more on addressing these risks. To meet this objective, a
comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the
provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations, is in
place. The details of the Whistle Blower Policy is explained in the Corporate Governance
Report and posted on the website of the Company at www.digvijaycement. com.
In addition to above policy, Company has in place the Code of Conduct
("Code"), Ethics, Anti-Corruption policy and other critical compliance policies
which are laid down based on the Company's values, beliefs, principles of ethics,
integrity, transparency and applicable laws. Your Company has zero- tolerance to bribery
and corruption and is committed to act professionally and fairly in all its business
dealings.
To create awareness about the Company's commitment to conduct business professionally,
fairly and free from bribery and corruption, regular training and awareness programs and
workshops is conducted for all employees (both direct and indirect) across the
organization.
More details about the Code are given in the Corporate Governance Report.
Code of Conduct to Regulate, Monitor and report trading by Insiders
In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from
time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading
(Insider Code) as approved by the Company's Board. Any Insiders (as defined in Insider
Code) including designated employees & persons and their relatives are, inter-alia,
prohibited from trading in the shares and securities of the Company or counsel any person
during any period when the "unpublished price sensitive information" are
available with them.
The Insider Code also requires pre-clearance for dealing in the Company's shares and
prohibits dealing in Company's shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, which gives a detailed account of state
of affairs of the Company's operations forms a part of this Annual Report.
CORPORATE GOVERNANCE REPORT:
The Corporate Governance Report forms an integral part of this Report, as annexed
hereto as Annexure H, together with the Certificate from the Practicing Company
Secretary regarding compliance with the requirements of Corporate Governance as stipulated
in Part C of Schedule V to the Listing Regulations.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
The 'Business Responsibility and Sustainability Report (BRSR) of your Company for the
year ended 31st March, 2023 forms part of this Annual Report as required under
Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and is annexed to this Report as Annexure - I.
The Company has provided BRSR, in lieu of the Business Responsibility Report which
indicates the Company's performance against the principles of the 'National Guidelines on
Responsible Business Conduct'. This would enable the Members to have an insight into the
environmental, social and governance initiatives of the Company.
TRANSFER OF SHARES ONLY IN DEMAT MODE :
As per SEBI norms, all requests for transfer of securities including transmission and
transposition requests shall be processed only in dematerialised form. The procedure to
dematerialise shares is available at https://www.digvijaycement.com. Further vide circular
date 24th January, 2022, SEBI has notified that all request for duplicate
issuance, splitting and consolidation requests too will be processed in a demat mode only.
The necessary forms are available on the Company's website https://www.digvijaycement.com.
UPDATING KYC DETAILS
COMMON AND SIMPLIFIED NORMS FOR PROCESSING INVESTOR'S SERVICE
Efforts are underway to update the Permanent Account Number (PAN) and bank account
details of shareholder(s) as required by SEBI. The regulator, vide circular dated 3rd
November, 2021 and 15th December, 2021, has mandated furnishing of PAN, KYC
details and nomination by holders of physical securities by 31st March, 2023
and SEBI further extended the cut-off date to 30th September, 2023 vide its
Circular dated 16th March, 2023 and CBDT vide its Press Release, has also
extended linking PAN with Aadhaar by 30th June, 2023 without facing
repercussions.
Members are requested to submit their PAN, KYC and nomination details to the Company's
registrars through the forms available at https://www.digvijaycement.com.
LISTING OF EQUITY SHARES:
The Company's equity shares are listed on the BSE Ltd. and National Stock Exchange of
India Ltd. Listing fees have been paid up to 31st March, 2024.
More details about the Transfer of Shares and Listing of Shares are given in the
Corporate Governance Report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India which have
mandatory application during the year under review.
AWARDS AND RECOGNITION:
Excellence, is not an act but a habit' - Aristotle
At Digvijay, we continuously invest in the development and improvement of our
operations to achieve the world best. Your Company received several awards and
recognitions during the year 2022-23.
Key recognitions among them are reflected through the following awards conferred on the
Company:
- Award for 2nd fastest growing company in Small Cap at 13th
CEMENT EXPO 2023 by Indian Cement Review
- EHS Award 2023 (EHS Best Practices) from Greentech in Winner category.
- Environment Award 2022 (Environment Protection) from Greentech in Winner category.
- Apex India Occupational Health & Safety Award 2022 in Gold category.
- MQH First Runner-up Certificate in the Heath Care category from IMC Ramkrishna Bajaj
National Quality Award Trust.
- Certificate of Appreciation from CBDT for prompt filing of GST Returns and payment of
GST
HOLDING ENTITY :
True North Fund VI LLP is the "Promoter" of the Company. During the year,
there has not been any change in the number of shares held by Promoter. As at the end of
the Financial Year 2022-23, the Promoter and the Holding entity continue to hold
8,08,25,928 fully Paid-up equity shares.
HUMAN RESOURCES:
Your people are your greatest resource. Your Company encourages and provides regular
training to employees to improve their skills. Your Company has a performance appraisal
system for senior employees and junior management staff. Inhouse news-letters provide a
forum for information sharing. Rewarding individuals for their contribution is part of
motivation towards Excellence. More details on this section form part of Management
Discussion and Analysis Report.
HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:
The Company continues to accord high priority to the health and safety of employees at
all locations. During the year under review, the Company conducted safety training
programs for increasing disaster preparedness and awareness amongst all employees at the
plant. Training programs and mock drills for safety awareness were also conducted for all
employees at the plant. Safety Day was observed with safety competition programs with the
aim to imbibe safety awareness among all the employees (both direct and indirect) at the
plant.
During the year under review, your Company enjoyed a cordial relationship with workers
and employees at all levels.
OTHER DISCLOSURES:
No disclosure or reporting is made in respect of the following items as required under
the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as there were no transactions during the
year under review:
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.
The Company does not have 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 does not receive any remuneration or
commission from its subsidiary company.
Further your directors state that no disclosure or reporting is required in respect of
following items as either there were no transactions on these items, or these items are
not applicable to the Company during the year under review:
1) No company have ceased to be Subsidiary, Associate or joint venture of the Company
during the year under review.
2) No significant and material orders were passed by the regulators or courts or
tribunals which impact the going concern status and Company's operations in future.
3) No fraud has been reported during the audit conducted by the Statutory Auditors,
Secretarial Auditors and Cost Auditors of the Company.
4) During the year under review, no revision was made in the previous financial
statement of the Company, except as otherwise required under applicable laws.
ENVIRONMENT SUSTAINABILITY:
We believe in sustainable development. We regard social, economic and environmental
responsibility as an integral element of our business.
Your Company is an ISO 14001:2015 Environment Management System Certified and adhere to
ISO 45001 standards of Safety and Occupational Health. Company gives top priority to
health and safety of its employees (both direct & indirect) at its workplaces not only
to avoid work related injuries and fatalities, but they are essential to effective
business performance. With this approach, the Company switched over from OHSAS to the
latest version of ISO 45001:2018 on Occupational Health and Safety Management Systems.
Professional Environment Auditors such as Det Norske Veritas, the State Pollution
Board's certified auditors and Environmental System Auditors conduct periodic in-depth
environmental audit on our plant. The Audit Reports validate our commitment to
environmental conservation. Large scale plantations in the mines, plants, colonies and
surrounding areas provide a lush green cover and reflect our respect for the environment.
ACKNOWLEDGEMENT:
Your directors are thankful to the Central and State Government Departments,
Organizations and Agencies for their continued guidance and co-operation. The Directors
are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business
associates for their excellent support and help rendered during the year. The Directors
also acknowledged the commitment and valued contribution of all employees of the Company.
Your directors wish to place on record their appreciation for the support and guidance
provided by its Parent Company/Promoter.