డైరెక్టర్ల నివేదిక Hemadri Cements Ltd.

Mar 31, 2025

Your Directors are pleased to present the Company''s 43^rd Annual Report and the Audited Financial
Statements of the Company for the Financial Year ended 31^stMarch 2025.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ended 31^st March 2025 is as given below:
FINANCIAL HIGHLIGHTS FOR THE YEAR:(Rs. In Lakhs)

Particulars	Year ended 2024-25	Year ended 2023-24
Gross Turnover	906.02	5686.23
Profit /(loss) before interest, depreciation and tax	(1824.69)	(954.2)
Less Interest	137.87	139.10
Profit/(Loss) before depreciation and tax	(1962.16)	(1093.3)
Less Depreciation	159.55	188.19
Profit / (Loss) before Tax	(2121.71)	(1281.49)
Tax Expenses:
Current Tax	-	-
Deferred Tax	584.20	(188.32)
Profit / (Loss) after Tax	(2705.91)	(1093.17)
Other Comprehensive income	22.71	(26.13)
Total Comprehensive Income	(2683.20)	(1119.30)

PERFORMANCE OF THE COMPANY

During the year under review company had generated total revenue of Rs. 906.02 Lakhs as against Rs.
5686.23 Lakhs in the previous financial year. Profit/Loss before tax in FY 2024-25 was Rs. (2121.71) Lakhs,
as against loss of Rs. (1281.49) Lakhs in the previous Financial Year.

The Company has temporarily suspended the productions during the year under review. The significant
shift in market demand led to an excess inventory, requiring a pause in production to prevent overstocking
and financial strain. In addition to it, the shortages in raw materials, delays in shipments, or other logistical
issues contributed to a disruption in the production process.The Company is presently exploring all the
possibilities to overcome the aforesaid concerns.

. )

TRANSFER TO RESERVES:

No amount has been transferred to specific reserves during the Financial Year under review
SHARE CAPITAL

As on 31^st March 2025, paid up share capital of the company is Rs. 6,67,00,000/- divided into 66,70,000
equity shares of Rs. 10/- each fully paid up.

DIVIDEND

Your directors do not recommend any dividend for the Financial Year2024-25.

BOARD OF DIRECTORS

The company has 5 (five) Board of Directors as per the requirements of SEBI (LODR) Regulation, 2015. The
composition of the board as on 31.03.2025 is as given below:-.

• 2(Two) Non Executive Directors

• 2(Two) Independent Directors
RESIGNATION AND APPOINTMENT OF DIRECTORS

• Mr. Ananda Krishnan Balasubramaniyan (DIN: 02702557) Managing Director of the company
resigned from the board with effect from 02^nd May 2024.

• Mr. Ramachandran Harikrishna ( DIN:07131420) was appointed as an Additional Director of the
company w.e.f 02^nd May 2024.Subsequently he was appointed as Non-Executive Director of the
company pursuant to approval of Shareholders at their meeting held on 31^st July 2024.

• Mr. Sundar Venkataraman ( DIN: 01412283) was appointed as an Additional Director of the
company w.e.f 5^th july 2024. Subsequently he was appointed as Independent Director of the
company pursuant to approval of shareholders at their meeting held on 31^st July 2024

• Mr. Badri Narayan Rao Dabbir ( DIN:01180539)ceased to be director of the company w.e.f 31^st July
2024, due to completion of his 2^nd term as Independent Director

• Mr. Ramachandran Harikrishna (DIN: 07131420) who retires by rotation and being eligible, offers
himself for reappointment.

• Ms. Swaminathan Nandini ( DIN:09746701) has been appointed as Non-executive Non- Independent
Director of the company w.e.f. 3^rd May,2025.

DECLARATION BY THE INDEPENDENT DIRECTORS

The company has received declaration from the independent directors of the company confirming that
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 (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) of the Company as on 31.03.2025, as per Section 2(51) and Section
203 of the Companies Act 2013 are: -

1. Mr.Krishnamurthy Suryanarayanan, Chief Financial Officer(CFO)

2. Mr.Sujay Sambamoorthy, Chief Executive Offer ( CEO) ( Appointed w.e.f 6^th Feburary,2025)

3. Mr. Krish Narayanan, Company Secretary (Resigned w.e.f 10^th May 2025)

4. Mr. Gunasekaran Ohmprakash,CEO has resigned w.e.f 31^st January 2025

5. Mr. Ananda Krishnan Balasubramaniyan (DIN: 02702557) Managing Director, has resigned w.e.f

02.05.2024

The disclosure with respect to remuneration as required under Section 197 of the Companies Act, 2013,
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached to this report as Annexure-V.

CHANGES IN KMP DURING THE FY 2024-25:

• Mr. Ananda Krishnan Balasubramaniyan, Managing Director (MD) has resigned w.e.f 2^nd May,2024

• Mr.Ramachandran Harikrishna, was appointed as Non-Executive Non-Independent Director of the
company effective from 02^nd May 2024.

• Mr. Sundar Venkataraman, was appointed as Non-Executive Independent Dierctor effective from
05^th July 2024.

• Mr. Badri Narayan Rao Dabbir ceased to be an Independent Director of the company w.e.f

31.07.2024 pursuant to completion of his 2^nd term as Independent Director.

• Mr.Gunasekaran Ohmprakash, resigned from the position of Chief Executive Officer (CEO) effective
from 31^st January 2025.

• Mr.Sujay Sambamoorthy was appointed as Chief Executive Officer ( CEO) effective from 6^th
February,2025

• Mr.Gunasekaran Ohmprakash, resigned from the position of Chief Executive Officer (CEO) effective
from 31^st January 2025.

• Ms. Anandapriya Rajan ceased to be an Independent Director of the company w.e.f 06.02.2025
pursuant to completion of her 2^nd term as Independent Director.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met Seven times during the financial year 2024-25 on (i) 02.05.2024, (ii) 27.05.2024, (iii)

05.07.2024 (iv)02.08.2024 and (v) 14.08.2024 (vi) 14.11.2024 (vii) 06.02.2025. The intervening gap
between any two meetings was within the period prescribed under the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. More details of the Board
meetings have been provided in the ''Report on Corporate Governance'', found elsewhere in the Annual
Report.

In compliance to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company
has constituted various committees of the Board. Details of Constitution and number of meetings held
during the year under review along with the attendance of Committee Members there in forms part of
the Report on Corporate Governance.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the Financial Year.

BOARD EVALUATION

The Board had carried out performance evaluation of itself, its committees and each of the directors
(without participation of the concerned director). Independent Directors collectively evaluated the
board''s performance, performance of the chairman and other non-independent directors. The
Nomination and Remuneration Committee also reviewed the performance of the board, its committees
and of the directors.

The performance evaluation concluded on the note that each of the individual directors, committees and
the board as a whole, were contributing towards the common goal of the company and to improve the
efficiency and performance of the organization in its entirety.

REMUNERATION POLICY OF THE COMPANY

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI
Listing Regulations, a policy relating to remuneration of the directors, Key Managerial Personnel and other
employees has been adopted by the Board of Directors thereby analysing the criteria for determining
qualifications, positive attributes and independence of a Director. The said policy is available on the
website of the company at https://hemadricements.com/policies.

There has been no change in the policy since the last Financial Year.

RISK MANAGEMENT

The Audit Committee also functions as the Risk Management Committee and the board also takes the
responsibility in overseeing the risk management plan of the Company. The Risk Management policy
facilitates in identifying the risks associated with the operations of the company and in giving suitable
measures / solutions to mitigate the same. Risks identified in the business and functions are
systematically addressed through mitigating actions on a continuous basis.

VIGIL MECHANISM

The Whistle Blower Policy of the company provides a mechanism for employees / Board Members and
others to raise "good faith concerns" about violation of any applicable law/ Code of conduct of the
company and also provides for direct access to the chairman of the Audit Committee. The functioning of
the vigil mechanism is reviewed by the Members of Audit committee from time to time.

The de tails pertaining to composition and meetings of Audit Committee are included in the Corporate
Governance Report, which forms part of this report.

NOMINATION /AND REMUNERATION COMMITTEE:

The details pertaining to Nomination and Remuneration Committee are included in the Corporate
Governance Report, which forms part of this report. The detailed policy is hosted/ placed on the website
of the Company at https://hemadricements.com/

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Your company is not mandatorily obligated to contribute to the CSR activities as per the extant provisions
of the Companies Act 2013. However, your company has generally been contributing to the welfare of
the villages in and around the Registered Office (Factory) of the Company is enclosed as Annexure-IV.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments exceeding the limits specified under Section 186 of the
Companies Act, 2013 during the year under review. Details of loans and guarantees under Section 186
of the Companies Act 2013 for the Financial Year 2023-2024 is provided in Annexure-III.

PUBLIC DEPOSITS

The company has not invited or accepted any fixed deposits from the public as stipulated under the
provisions of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

The Audit Committee provides omnibus approval on an annual basis for all related party transactions
and the said transactions are also placed on a quarterly basis before the Audit Committee, during which
all interested directors abstain from participation in such discussions. All related party transactions
entered into during the year under review were in the ordinary course of business, on arm''s length basis
and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

There are related party transactions under section 188 of Companies Act, 2013 entered into during the
financial year and the same is mentioned Form AOC 2 in Annexure II, which forms part of this Report.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE

The company does not have any subsidiary or associate company. The company is also not a subsidiary of
any other company. As on 31^st March 2025 the company has not entered into joint venture.

/auditors A

STATUTORY AUDITOR

Pursuant to tin e provisions of Section 139(9) of the Companies Act 2013 and the Rules made there under,
the board at the meeting held on 12^th August 2022, had recommended appointment of M/s. SBSB and
Associates, Chartered Accountants (Firm registration Number: 012192S) as Statutory Auditors of the
Company, in place of M/s. B.Purushottam & Co., Chartered Accountants, to hold office from the
conclusion of 40^th Annual General Meeting (2022) until the conclusion of 45^th AGM to be held in the year
2027. M/S.SBSB and Associates had given their consent to continue as auditors as per terms of
appointment.

INTERNAL AUDITOR

The board appointed M/s.DPV Associates, Chartered Accountants, Chennai, as the internal auditor of the
company to conduct the internal audit during the year under review. The areas of audit are being taken
up in consultation with the internal auditor and as per the recommendations of the audit committee.

The internal audit observations are discussed with senior officials and are placed before the audit
committee and suitable actions are taken as directed by the said Committee.

SECRETARIAL AUDITOR

The board appointed M/s. S Dhanapal & Associates LLP, practicing company secretaries, Chennai as the
secretarial auditor to conduct the secretarial audit of the company during the Financial Year 2024-
2025.The secretarial audit report forms part of this report and is found elsewhere in the annual report.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the company that
occurred between the end of the Financial Year of the company i.e. 31^st March, 2025.

Further, there were no significant or material orders passed by the regulators or courts or tribunals
impacting the going concern status and company''s operations in future.

LISTING

As on the date of this report, the company is listed with the Bombay Stock Exchange and necessary stock
exchange regulations are complied with.

CORPORATE GOVERNANCE

The Company has been adhering to the principles of corporate governance as laid down in the Companies
Act 2013 and also the SEBI (LODR) Regulations 2015. A separate section on corporate governance is given
elsewhere in this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the company is placed on the website of the company and link to the
V same is http://www.hemadricements.com/annual reports.php. _J

COMPLIANCE WITH SECRETARIAL STANDARDS

The directors state that applicable secretarial standards, i.e. SS-1 and SS-2, issued by the Institute of
Company Secretaries of Indi a, relating to ''Meetings of the Board of Directors'' and ''General Meetings'',
respectively, have been duly followed / complied with by the Company.

CONSERVATION OF ENERGY

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo, as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, is provided in Annexure-1 to this report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for protection of women in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) had been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The company has not received any complaint on sexual harassment during the Financial Year ended
31.03.2025.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate system of internal control commensurate with its size and nature of business.
These systems provide a reasonable assurance in respect of providing financial and operational
information, safeguarding of assets of the company, adhering to the management policies besides ensuing
compliance.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

For the financial year under review, the auditor has not reported about any fraud by the company or any
fraud on the company by its officers or employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the financial year under review there has been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the directors to the best of their knowledge and
ability confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards have 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 this Act for safeguarding the assets of the company and for
preventing a nd 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 proper 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.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

There were no proceedings initiated either against the Company nor initiated by the company during the
Financial Year.

CAUTIONARY STATEMENT

Statements in the director''s report and the Management Discussion &Analysis Report describing the
company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable
laws. 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, raw material availability and prices, changes in government regulations, tax laws,
economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

The directors wish to place on record their appreciation for the support and cooperation, which the
company continues to receive from various departments of the State and Central Governments, from its
customers, shareholders, suppliers and Bankers. The directors also commend the continuing
commitment and dedication of the employees at all levels, which has been critical for the Company''s
success.

//By Order of the Board//

For Hemadri Cements Limited

Dr.Sivasamy Raju Ramachandran Harikrishna

Director Director

DIN:06961330 DIN: 07131420

Place: Chennai
Date: 18.06.2025

---

Mar 31, 2024

Your Directors are pleased to present the Company''s 42^ndAnnual Report and the Audited Financial Statements of the Company for the Financial Year ended 31^stMarch 2024.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ended 31^stMarch 2024 is as given below:

FINANCIAL HIGHLIGHTS FOR THE YEAR:(Rs. In Lakhs)

Particulars	Year ended 2023-	Year ended 5055-
Gross Turnover	5(486.23	5069.67
Profit /(loss) before interest, depreciation and tax	(954.2)	(1,774.78)
Less Interest	139.10	76.8
Profit/(Loss) before depreciation and tax	(1093.3)	(1,851.58)
Less Depreciation	188.19	194.74
Profit / (Loss) before Tax	(1281.49)	(2046.32)
Tax Expenses:
Current Tax	-	-
Deferred Tax	(188.32)	(517.1)
Profit / (Loss) after Tax	(1093.17)	(1529.22)
Other Comprehensive income	(26.13)	(3.83)
Total Comprehensive Income	(1119.30)	(1533.05)

PERFORMANCE OF THE COMPANY

During the year under review company had generated total revenue of Rs. 5686.23Lakhs as against Rs. 7069.67Lakhs in the previous financial year. Profit/Loss before tax in FY 2023-24was Rs. (1281.49) Lakhs as against loss of Rs.2046.32Lakhs in the previous Financial Year was due to extraneous reasons. Viz, increase in coal price, incessant weather and sluggish market conditions.

The lower sales volume and profit/Loss margin during the year were on account of (i) Slow down due to non-availability of quality coal which was available in plenty earlier years (ii) Unusual heavy and prolonged monsoon during the period and (iii) Increase in transportation and logistics costs. Further these factors account for increase in significant portion of the overall cost of cement production. Shortage of coal supply from Singareni Mines (especially during rainy days in Oct-Dec) along with price rise in coal have badly impacted the margins of the company for the year.

Your company is taking steps to contain cost of production by sourcing labour and raw materials at lower costs with advantage of limestone sourced from our own leased-mines. In particular cost of coal and power have been increased by 30% and 20% during the year. The management adopted strategies in Cost reduction and control measures taken in all segments with suitable procurement policy and continuous monitoring. Stringent measures were taken in reducing expenditure and to strengthen market force to achieve optimum levels in Sales, Marketing and production. The company''s policy is to adhere all statutory norms and ensuring the occupational health and safety for all employees.

Your company is in the process of eco-friendly cement production considering the major problems faced by the cement industry as per CSIR, environmental factors or environmental degradation due to specific region such as greenhouse Gas (carbon) emission, fresh water consumption, global warming production of clinker, lack of lime stone deposits, Human safety aspects etc. Proactive marketing efforts had been strategically planned to improve the operations with primary objects of optimization of cost of production, reduction in fixed and other costs. Your company have planned development oriented production and marketing network to match the growing demand forecast in the near future .The analysis of performance based on the changing trends in the industry is elaborated in the management discussion on evaluation of newer methodologies which forms part of this Report .Your management with a positive note with flexibility and adaptability for designing structures having potential for future growth and development.

TRANSFER TO RESERVES:

No amount has been transferred to specific reserves during the Financial Year under review

SHARE CAPITAL

As on 31^st March 2024, paid up share capital of the company is Rs. 6,67,00,000/-divided into 66,70,000 equity shares of Rs. 10/- each fully paid up.

DIVIDEND

Your directors do not recommend any dividend for the Financial Year2023-24.

BOARD OF DIRECTORS

The company has 5 (five) Board of Directors as per the requirements of SEBI (LODR) Regulation, 2015. The composition of the board as on 31.03.2024 is as given below:-1(One) Executive Director. 3(Three) Independent Directors (Including 1 Women Director)

• 1(One) Non Executive Director

RESIGNATION ANDAPPOINTMENT OF DIRECTORS

• Dr.Ananda Krishnan Balasubramaniyan (DIN: 02702557) Managing Director of the company has resigned from the board with effect from 02^nd May 2024. The board placed its appreciation for his valuable contribution during his tenure as director of the Company.

• The Board of Directors appointed Mr. Ramachandran Harikrishna (DIN: 07131420) as an additional director of the Company with effect from 02nd May 2024.

• Mr. Gopalsamy Rajan (DIN: 02348441) who retires by rotation and being eligible, offers himself for reappointment.

DECLARATION BY THE INDEPENDENT DIRECTORS

The company has received declaration from the independent directors of the company confirming that 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) of the Company as on 31.03.2024, as per Section 2(51) and Section 203 of the Companies Act 2013 are:-

1. Dr. Ananda Krishnan Balasubramaniyan, Managing Director (Resigned w.e.f. 02^nd May 2024)

2. Mr. Krish Narayanan, Company Secretary (Appointed w.e.f 29^th May 2023)

3. Mr.Krishnamurthy Suryanarayanan, Chief Financial Officer(CFO) (Appointed w.e.f.18th December 2023.

4. Mr.C.Mohanakrishna, CFO has resigned w.e.f.29^th November 2023

5. Mr.Gunasekaran Ohmprakash, Chief Executive Officer (CEO) (Appointed w.e.f 31^st January 2024)

The disclosure with respect to remuneration as required under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure-V.

CHANGES IN KMP DURING THE FY 2023-24:

• Mr.C.Mohanakrishna, Chief Financial Officer(CFO) has resigned w.e.f 29^th November 2023

• Mr.Gunasekaran Ohmprakash, was appointed as Chief Executive Officer (CEO) effective from 31^st January 2024.

• Mr. Krishnamurthy Suryanarayanan, was appointed as Chief Financial Officer(CFO) effective from 18^th December 2023.

• Dr.Ananda Krishnan Balasubramaniyan (DIN: 02702557) Managing Director of the Company has resigned w.e.f02^nd May 2024.

• Mr.S.Ramprasad (MNo: 14324), Company Secretary and Compliance Officer has resigned w.e.f 28^th April 2023

• Mr.Krish Narayanan (M.No F8915) was appointed as Company Secretary and Compliance Officer effective from 29^th May 2023

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met five times during the financial year 2023-24 on (i) 29.05.2023, (ii) 14.08.2023, (iii) 09.11.2023 (iv)18.12.2023 and (v) 31.01.2024. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. More details of the Board meetings have been provided in the ''Report on Corporate Governance'', found elsewhere in the Annual Report.

BOARD COMMITTEE

In compliance to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company has constituted various committees of the Board. Details of Constitution and number of meetings held during the year under review along with the attendance of Committee Members there in forms part of the Report on Corporate Governance.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the Financial Year.

BOARD EVALUATION

The Board had carried out performance evaluation of itself, its committees and each of the directors (without participation of the concerned director). Independent Directors collectively evaluated the board''s performance, performance of the chairman and other non-independent directors. The Nomination and Remuneration Committee also reviewed the performance of the board, its committees and of the directors.

The performance evaluation concluded on the note that each of the individual directors, committees and the board as a whole, were contributing towards the common goal of the company and to improve the efficiency and performance of the organization in its entirety.

REMUNERATION POLICY OF THE COMPANY

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, a policy relating to remuneration of the directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors thereby analysing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is available on the website of the company at https://hemadricements.com/policies.

There has been no change in the policy since the last Financial Year.

RISK MANAGEMENT

The Audit Committee also functions as the Risk Management Committee and the board also takes the responsibility in overseeing the risk management plan of the Company. The Risk Management policy facilitates in identifying the risks associated with the operations of the company and in giving suitable measures / solutions to mitigate the same. Risks identified in the business and functions are systematically addressed through mitigating actions on a continuous basis.

VIGIL MECHANISM

The Whistle Blower Policy of the company provides a mechanism for employees / Board Members and others to raise "good faith concerns" about violation of any applicable law/ Code of conduct of the company and also provides for direct access to the chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Members of Audit committee from time to time.

AUDIT COMMITTEE

The details pertaining to composition and meetings of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this report. The detailed policy is hosted/ placed on the website of the Company at https://hemadricements.com/

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Your company is not mandatorily obligated to contribute to the CSR activities as per the extant provisions of the Companies Act 2013. However, your company has generally been contributing to the welfare of the villages in and around the Registered Office (Factory) of the Company is enclosed as Annexure-IV.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments exceeding the limits specified under Section 186 of the Companies Act, 2013 during the year under review. Details of loans and guarantees under Section 186 of the Companies Act 2013 for the Financial Year 2023-2024 is provided in Annexure-III.

PUBLIC DEPOSITS

The company has not invited or accepted any fixed deposits from the public as stipulated under the provisions of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

The Audit Committee provides omnibus approval on an annual basis for all related party transactions and the said transactions are also placed on a quarterly basis before the Audit Committee, during which all interested directors abstain from participation in such discussions. All related party transactions entered into during the year under review were in the ordinary course of business, on arm''s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no material related party transactions entered into during the financial year and the same is mentioned Form AOC 2 in Annexure II, which forms part of this Report.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE

The company does not have any subsidiary or associate company. The company is also not a subsidiary of any other company. As on 31^st March 2024 the company has not entered into joint venture.

AUDITORS

STATUTORY AUDITOR

Pursuant to the provisions of Section 139(9) of the Companies Act 2013 and the Rules made there under, the board at the meeting held on 12^th August 2022, had recommended appointment of M/s. SBSB and Associates, Chartered Accountants (Firm registration Number: 012192S) as Statutory Auditors of the Company, in place of M/s. B.Purushottam & Co., Chartered Accountants, to hold office from the conclusion of this 40^th Annual General Meeting (2022) until the conclusion of 45^th AGM to be held in the year 2027. M/S.SBSB and Associates had given their consent to continue as auditors as per terms of appointment.

INTERNAL AUDITOR

The board appointed M/s.DPV Associates, chartered accountants, Chennai, as the internal auditor of the company to conduct the internal audit during the year under review. The areas of audit are being taken up in consultation with the internal auditor and as per the recommendations of the audit committee. The internal audit observations are discussed with senior officials and are placed before the audit committee and suitable actions are taken as directed by the said Committee.

SECRETARIAL AUDITOR

The board appointed M/s. S Dhanapal & Associates LLP, practicing company secretaries, Chennai as the secretarial auditor to conduct the secretarial audit of the company during the Financial Year 2023-2024.The secretarial audit report forms part of this report and is found elsewhere in the annual report.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the company that occurred between the end of the Financial Year of the company i.e. 31^st March, 2024.

Further, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

LISTING

As on the date of this report, the company is listed with the Bombay Stock Exchange and necessary stock exchange regulations are complied with.

The BSE revoked the suspension in trading of equity shares of Hemadri Cements Ltd. Scrip Code: 502133 (notice dated 24th March 2023) effective from 3rd April 2023.

CORPORATE GOVERNANCE

The Company has been adhering to the principles of corporate governance as laid down in the Companies Act 2013 and also the SEBI (LODR) Regulations 2015. A separate section on corporate governance is given elsewhere in this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the company is placed on the website of the company and link to the same

is http://www.hemadricements.com/annual reports.php.

COMPLIANCE WITH SECRETARIAL STANDARDS

The directors state that applicable secretarial standards, i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed / complied with by the Company.

CONSERVATION OF ENERGY

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure- I to this report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for protection of women in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) had been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The company has not received any complaint on sexual harassment during the Financial Year ended 31.03.2024.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, safeguarding of assets of the company, adhering to the management policies besides ensuing compliance.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

For the financial year under review, the auditor has not reported about any fraud by the company or any fraud on the company by its officers or employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the financial year under review there has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the directors to the best of their knowledge and ability confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards have 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 this Act 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 proper 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.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDERTHE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There were no proceedings initiated either against the Company nor initiated by the company during the Financial Year.

CAUTIONARY STATEMENT

Statements in the director''s report and the Management Discussion &Analysis Report describing the company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws. 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, raw material availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

The directors wish to place on record their appreciation for the support and cooperation, which the company continues to receive from various departments of the State and Central Governments, from its customers, shareholders, suppliers and Bankers. The directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success.

//By Order of the Board//

For Hemadri Cements Limited

Dr.Sivasamy Raju Badri Narayanrao Dabbir

Director Director

DIN:06961330 DIN:01180539

Place: Chennai Date: 05.07.2024

---

Mar 31, 2023

Your Directors are pleased to present the Company''s 41^st Annual Report and the Audited Financial Statements of the Company for the Financial Year ended 31^st March 2023.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ended 31^st March 2023 is as given below:

FINANCIAL HIGHLIGHTS FOR THE YEAR:

(Rs. In Lakhs)

Particulars	Year ended 2022-23	Year ended 2021-22
Gross T urnover	7069.67	8420.79
Profit /(loss) before interest, depreciation and tax	(1,774.78)	281.21
Less Interest	76.8	22.03
Profit/(Loss) before depreciation and tax	(1,851.58)	259.18
Less Depreciation	194.74	216.21
Profit / (Loss) before Tax	(2046.32)	42.97
Tax Expenses:
Current Tax	-	16.01
Deferred Tax	(517.1)	15.54
Profit / (Loss) after Tax	(1529.22)	42.50
Other Comprehensive income	(3.83)	4.44
Total Comprehensive Income	(1533.05)	46.93

PERFORMANCE OF THE COMPANY

During the year under review company had generated total revenue of Rs. 7069.67 Lakhs as against Rs. 8420.79 Lakhs in the previous financial year. Profit/Loss before tax in FY 2022-23 was Rs. (2046.32) Lakhs as against profit of Rs.42.97 Lakhs in the previous Financial Year was due to extraneous reasons. Viz, increase in coal price and sluggish market conditions.

The lower sales volume and profit/Loss margin during the year were on account of (i) Slow down due to non-availability of quality coal which was available in plenty earlier years (ii) Unusual heavy and prolonged monsoon during the period and (iii) Increase in transportation and logistics costs. Further these factors account for increase in significant portion of the overall cost of cement production. Shortage of coal supply from Singareni Mines (especially during rainy days in Oct-Dec) along with price rise in coal have badly impacted the margins of the company for the year.

Your company is now taking steps to contain cost of production by sourcing raw materials at lower costs. We have advantage of Limestones which are sourced from our own leased-mines. The company''s policy is to adhere all statutory norms and in ensuring the occupational health and safety of all its employees.

However the factors like optimization of cost of production, reduction in fixed and other costs and proactive marketing efforts had been strategically planned to improve the operations. We have planned development oriented production and marketing network to match the growing demand for cement in the near future. The detailed discussion and analysis of performance based on the changing trends in the industry is elaborated in the management discussion analysis which forms part of this Report.

TRANSFER TO RESERVES:

No amount has been transferred to specific reserves during the Financial Year under review SHARE CAPITAL

As on 31^st March 2023, paid up share capital of the company is Rs. 6,67,00,000/- divided into 66,70,000 equity shares of Rs. 10/- each fully paid up.

DIVIDEND

Your directors do not recommend any dividend for the Financial Year 2022-23.

BOARD OF DIRECTORS

The company has 5 (five) Board of Directors as per the requirements of SEBI (LODR) Regulation, 2015. The composition of the board is as given below:-

• 1(One) Executive Director

• 3(Three) Independent Directors (Including 1 Women Director)

• 1(One) Non Executive Director

RESIGNATION AND APPOINTMENT OF DIRECTORS

• Mr.P.Ravi (DIN: 00675665), Whole Time Director of the company has resigned from the board with effect from 12^th August 2022. The board placed its sincere appreciation for his valuable contribution during his tenure as director of the Company.

• The Board of Directors appointed Dr.Ananda Krishnan Balasubramaniyan (DIN: 02702557) with the approval of shareholders as Director & Managing Director of the Company with effect from 12^th August 2022.

• Mr.Gopalsamy Rajan (DIN: 02348441) who retires by rotation and being eligible, offers himself for reappointment.

DECLARATION BY THE INDEPENDENT DIRECTORS

The company has received declaration from the independent directors of the company confirming that 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) of the Company as on 31.03.2023, as per Section 2(51) and Section 203 of the Companies Act 2013 are:-

1. Dr.Ananda Krishnan Balasubramaniyan, Managing Director

2. Mr.C.Mohanakrishna, Chief Financial Officer (CFO)

3. Mr.Krish Narayanan, Company Secretary (Appointed w.e.f 29^th May 2023)

4. Mr. Sanjay D Mukherjee, Chief Executive Officer (CEO) (Resigned w.e.f 31^st October 2022)

5. Mr.P.Ravi, Whole Time Director (Resigned w.e.f 12^th August 2022)

6. Mr.S.Ramprasad, Company Secretary (Resigned w.e.f 28^th April 2023)

The disclosure with respect to remuneration as required under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure-V.

CHANGES IN KMP DURING THE FY 2022-23:

• Mr.Sanjay D Mukherjee, Chief Executive Officer has resigned w.e.f 31^st October 2022

• Mr.P.Ravi, Whole time Director has Resigned w.e.f.12^th August 2022

• Dr.Ananda Krishnan Balasubramaniyan (DIN: 02702557) was appointed as Managing Director of the Company w.e.f 12^th August 2022

• Mr.S.Ramprasad (MNo:14324), Company Secretary and Compliance Officer has resigned w.e.f 28^th April 2023

• Mr.Krish Narayanan (M.No F8915) was appointed as Company Secretary and Compliance Officer effective from 29^th May 2023

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met four times during the financial year 2022-23 on (i) 27.05.2022, (ii) 12.08.2022, (iii) 14.11.2022 and (iv) 14.02.2023. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. More details of the Board meetings have been provided in the ''Report on Corporate Governance'', found elsewhere in the Annual Report.

BOARD COMMITTEE

In compliance to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company has constituted various committees of the Board. Details of Constitution and number of meetings held during the year under review along with the attendance of Committee Members there in forms part of the Report on Corporate Governance.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the Financial Year.

BOARD EVALUATION

The Board had carried out performance evaluation of itself, its committees and each of the directors (without participation of the concerned director). Independent Directors collectively evaluated the board''s performance, performance of the chairman and other non-independent directors. The Nomination and Remuneration Committee also reviewed the performance of the board, its committees and of the directors.

The performance evaluation concluded on the note that each of the individual directors, committees and the board as a whole, were contributing towards the common goal of the company and to improve the efficiency and performance of the organization in its entirety.

REMUNERATION POLICY OF THE COMPANY

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, a policy relating to remuneration of the directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is available on the website of the company at https://hemadricements.com/policies.

There has been no change in the policy since the last Financial Year.

RISK MANAGEMENT

The Audit Committee also functions as the Risk Management Committee and the board also takes the responsibility in overseeing the risk management plan of the Company. The Risk Management policy facilitates in identifying the risks associated with the operations of the company and in giving suitable measures / solutions to mitigate the same. Risks identified in the business and functions are systematically addressed through mitigating actions on a continuous basis.

VIGIL MECHANISM

The Whistle Blower Policy of the company provides a mechanism for employees / Board Members and others to raise "good faith concerns" about violation of any applicable law/ Code of conduct of the company and also provides for direct access to the chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Members of Audit committee from time to time.

AUDIT COMMITTEE

The details pertaining to composition and meetings of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this report. The detailed policy is hosted/ placed on the website of the Company at https://hemadricements.com/

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Your company is not mandatory obligated to contribute to the CSR activities as per the extant provisions of the Companies Act 2013. However, your company has generally been contributing to the welfare of the villages in and around the Registered Office (Factory) of the Company is enclosed as Annexure-IV.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments exceeding the limits specified under Section 186 of the Companies Act, 2013 during the year under review. Details of loans and guarantees under Section 186 of the Companies Act 2013 for the Financial Year 2022-2023 is provided in Annexure-III.

PUBLIC DEPOSITS

The company has not invited or accepted any fixed deposits from the public as stipulated under the provisions of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

The Audit Committee provides omnibus approval on an annual basis for all related party transactions and the said transactions are also placed on a quarterly basis before the Audit Committee, during which all interested directors abstain from participation in such discussions.

All related party transactions entered into during the year under review were in the ordinary course of business, on arm''s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no material related party transactions entered into during the financial year and the same is mentioned Form AOC 2 in Annexure II, which forms part of this Report.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE

The company does not have any subsidiary or associate company. The company is also not a subsidiary of any other company. As on 31^st March 2023 the company has not entered into joint venture.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139(9) of the Companies Act 2013 and the Rules made there under, the board at the meeting held on 12^th August 2022, had recommended appointment of M/s.SBSB and Associates, Chartered Accountants (Firm registration Number: 012192S) as Statutory Auditors of the Company, in place of M/s.B.Purushottam & Co., Chartered Accountants, to hold office from the conclusion of this 40^th Annual General Meeting (2022) until the conclusion of 45^th AGM to be held in the year 2027. M/S.SBSB and Associates had given their consent to continue as auditors as per terms of appointment.

Internal Auditor

The board appointed M/s.DPV Associates, chartered accountants, Chennai, as the internal auditor of the company to conduct the internal audit during the year under review. The areas ¦---

of audit are being taken up in consultation with the internal auditor and as per the recommendations of the audit committee. The internal audit observations are discussed with senior officials and are placed before the audit committee and suitable actions are taken as directed by the said Committee.

Secretarial Auditor

The board appointed M/s. S Dhanapal & Associates, practicing company secretaries, Chennai as the secretarial auditor to conduct the secretarial audit of the company during the Financial Year 2022-2023. The secretarial audit report forms part of this report and is found elsewhere in the annual report.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the company that occurred between the end of the Financial Year of the company i.e. 31^st March, 2023.

Further, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

LISTING

As on the date of this report, the company is listed with the Bombay Stock Exchange and necessary stock exchange regulations are complied with.

The BSE revoked the suspension in trading of equity shares of Hemadri Cements Ltd. Scrip Code: 502133 (notice dated 24th March 2023) effective from 3rd April 2023.

CORPORATE GOVERNANCE

The Company has been adhering to the principles of corporate governance as laid down in the Companies Act 2013 and also the SEBI (LODR) Regulations 2015. A separate section on corporate governance is given elsewhere in this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the company is placed on the website of the company and link to the same is http://www.hemadricements.com/annual reports.php.

COMPLIANCE WITH SECRETARIAL STANDARDS

The directors state that applicable secretarial standards, i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed / complied with by the Company.

CONSERVATION OF ENERGY

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure-I to this report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for protection of women in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) had been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The company has not received any complaint on sexual harassment during the Financial Year ended 31.03.2023.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, safeguarding of assets of the company, adhering to the management policies besides ensuing compliance.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

For the financial year under review, the auditor has not reported about any fraud by the company or any fraud on the company by its officers or employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the financial year under review there has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the directors to the best of their knowledge and ability confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards have 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 this Act 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 proper 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.

CAUTIONARY STATEMENT

Statements in the director''s report and the Management Discussion & Analysis Report describing the company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws. 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, raw material availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

The directors wish to place on record their appreciation for the support and cooperation, which the company continues to receive from various departments of the State and Central Governments, from its customers, shareholders, suppliers and Bankers. The directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success.

//By Order of the Board//

For Hemadri Cements Limited

Dr.Sivasamy Raju Dr.Ananda Krishnan Balasubramaniyan

Director Managing Director

DIN: 06961330 DIN: 02702557

Place: Chennai Date: 14.08.2023

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report of Hemadri Cements Limited together with the audited Financial Statements for the financial year ended 31st March 2015.

COMPANY PERFORMANCE:

The Company has achieved a new milestone by reaching the mark of above 2,60,000 tones of cement production since the inception of the Company. During the year under review your company achieved a total production of cement tonnage of 2,60,720 MT as against 2,49,048 MT during the previous year and a sales of 2,61,846 MT as against 2,48,250 MT during the previous year. The sale has increased by 18.80 % when compared to previous years by a value of Rs. 1337.67 Lakhs.

Your Company has made a Net Profit of Rs. 681.00 Lakhs during the year, as against Net Profit of Rs. 55.81 Lakhs in the previous year. The transitional effect on depreciation re-computation to the extent of Rs. 18.89 lakhs as per Companies Act 2013, has been adjusted to General Reserve.

The Cement industry scenario in India is encouraging and the "make in India" initiative by Govt and Infrastructure industry growth are favoring our company's future growth in the years to come.

FINANCIAL HIGHLIGHTS:

(Rs in Lakhs)

Particulars Year ended Year ended 2014-15 2013-14

Sales and other Income 8500.05 7190.42

Profit / (Loss) before Interest 1102.08 484.34 and Depreciation

Interest 4.96 3.40

Profit / (Loss) before Depreciation 1097.12 480.94

Depreciation 91.82 92.51

Profit / (Loss) before Tax 1005.30 388.43

Extra ordinary Items pursuant to - 2.94 the short provision

Extra ordinary Items Expenses not - 299.24 relating to the year

Profit / (Loss) after Extra ordinary 1005.30 86.25 Items

Tax Expenses -

Current Tax 290.00 56.25

Deferred Tax 34.30 (25.81)

Profit/(Loss) after Tax 681.00 55.81

DIVIDEND:

As the company is in need of resources to provide for up gradation of the production process to improve the product quality, your directors unable to propose the dividend for the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors met four (4) times, once in every quarter during the year, to review and consider the financial results and operation of the Company. More details are provided in the Corporate Governance Report which form part of this report.

Pursuant to the provisions of the Companies Act, 2013, Shri. K. Gopi Prasad and Shri. P. Sathyanarayanan, Directors retire by rotation and are eligible for reappointment. The Board recommends their reappointment and accordingly resolution seeking approval of the members for their reappointment have been included in the notice of the forthcoming Annual General Meeting of the company along with their brief profile.

Your Directors further recommend the appointment of Smt. R. Ananda Priya as an Independent Director of the Company. A brief profile and information are furnished in the notice, to consider her appointment.

During the year under review, Mr. Velli Paramasivam was appointed as new Company Secretary in place of the retired Company Secretary Shri.K.Venkataramani.

The Key Managerial Personnel of the company presently are Shri. P. Ravi Chairman, Shri. K. Gopi Prasad Managing Director, Shri. S.Vivek Director & CEO and Mr. Velli Paramasivam Company Secretary.

DIRECTORS' RESPONSIBILITY STATEMENT:

On the basis of internal financial controls and systems relating to compliance maintained by the company, work done by the internal, statutory and secretarial auditors, the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that that the company's internal financial controls were adequate and effective during the financial year 2014-15.

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the representations received from the management, the directors hereby confirm that:

a) in the preparation of the Annual Accounts for the year 2014-15, the applicable accounting standards had been followed and there are no material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2015 and of the profit of the company for that period;

c) the directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTORS DECLARATION:

Shri G.Rajan, Shri D.B.N.Rao, Shri B.Ramachandra Rao and Shri R.A.Nadesan who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub-section (6) of section 149 of the Act and revised clause 49 of the listing agreement. Further, there is no change in their status as independent director during the year.

RISK MANAGEMENT POLICY:

The Board periodically reviews the risk management plan of the company. The Risk Management Policy facilitates in identifying the risks associated with the operations of the company and in giving suitable measures/solutions to mitigate the same. Risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of the Companies Act 2013, the Corporate Social Responsibility Committee was formed towards CSR Activities. Being the first year, the company took some time in ensuring that the programs were carefully chosen but, could not spend the required amount, for the reasons which are explained in detail disclosed in Annexure V to this Report. Your Company will meet the statutory compliance of 2014-15 and 2015-16 on CSR Activities during the current year 2015-16.

BOARD EVALUATION:

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the company and obtained their feedback on overall Board effectiveness as well as each of the other directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC) and it will be improved based on the suggestion.

Important key criteria for Directors performance evaluation are as follows,

Attendance at Board or Committee Meetings

Contribution at Board or Committee Meetings

Guidance/support to management outside Board/Committee meetings.

AUDITORS:

Statutory Auditors:

In accordance with the provisions of Section 139 the Companies Act, 2013, and the rules framed thereunder, M/s. B. Purushottam & Co., Chartered Accountants, Chennai having Reg No: 002828S were appointed as statutory auditors of the company from the conclusion of the 32nd Annual General Meeting of the company held on 8.9.2014 till the conclusion of the 37th Annual General Meeting (AGM) to be held in the year 2019, subject to ratification of their appointment at every AGM.The Board recommend for their reappointment for the financial year 2015-16.

Internal Auditor:

M/s DPV & Associates, Chartered Accountants, Chennai, has been appointed as an internal auditor to conduct the internal audit for the company during the year under review. Their scope of work includes review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Internal auditor's findings are discussed with the concerned senior officials and suitable actions taken as directed by the Audit Committee on a regular basis to improve efficiency in operations.

Cost Auditor:

The appointment of Cost Auditor is not mandatory as per the applicable statutory provisions Secretarial Auditor:

Mr.G.Porselvam, Practicing Company Secretary Chennai has been appointed as the Secretarial Auditor to conduct the Secretarial audit for the company during the year under review. The Secretarial Audit Report provided by him, form part of this report.

LISTING:

The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The shares are not quoted in the BSE because the criteria in terms of Minimum paid up capital and Net worth,for trading are not met by the Company. The Secretarial Auditor has mentioned in his report on non trading of Company equity shares in BSE. Your company initiated to resolve the issue or to avail SME scheme or other suitable measures upon experts advise on the issue.

CORPORATE GOVERNANCE:

The Company has been practicing the principles of good Corporate Governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance annexed which form part of this Annual report.

PUBLIC DEPOSIT:

The Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013.

DISCLOSURES:

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013, read with the Companies (Accounts) Rules,2014 are given in the Annexure I and forms part of this report.

B. EXTRACT OF THE ANNUAL RETURN

Extract of Annual return in the prescribed Form MGT - 9 is given as Annexure II to this report, in terms of the requirement of section 134(3)(a) of Act 2013 read with the Companies (Accounts) Rules, 2014.

C. PARTICULARS OF EMPLOYEES REMUNERATION

The information required under section 197(12) of the Act, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in this report. No employee had drawn remuneration during the year 2014-15 more than the amount prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

D. TRANSACTIONS WITH THE RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are furnished in Form AOC-2 to this report, as Annexure III.

E. DETAILS OF LOANS / GUARANTEES / INVESTMENTS MADE:

The details of loans / guarantees / investments under section 186 of the Act 2013 read with (Meeting of Board and its Powers) rules 2014 for the financial year 2014-2015 are given as Annexure IV to this report.

F. OTHER LAWS:

During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no significant and material orders passed by the regulators or courts or tribunals affecting the going concern status and future operations of the company.

ACKNOWLEDGEMENTS

Your directors would like to place on record their appreciation for the guidance and support received from various departments of State and Central Governments.

Banks and Financial Institutions have shown cordial understating and support and your Directors place on record their appreciation for the same

Your directors also place on record their appreciation of the services rendered and co-operation extended by all the employees of the Company.

The Directors also thank the investors and stake holders for their continued support to the Company.

For and on behalf of the Board

Place : Chennai p. Ravi Date : 12.08.2015 Chairman

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the THIRTYSECOND ANNUAL REPORT and the audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS: Rs. in Lacs

2013 - 2014 2012 - 2013

Sales and other Income 7154.68 7325.08

Profit/ (Loss) before Interest and Depreciation 484.34 527.99

Interest 3.40 13.87

Profit/ (Loss) before Depreciation 480.94 514.12

Depreciation 92.51 90.96

Profit/ (Loss) before Extraordinary Items 388.43 423.16

Extraordinary Items pursuant to the short provision of tax in earlier years 2.94 11,21

Extraordinary Items Expenses not relating the year 299.24 21.39

Profit / (Loss) after Extraordinary Items 86.25 390.56

Tax Expenses

Current Tax 56.25 141.12

Deferred Tax (25.81) (42.31)

Profit/(Loss) after Tax 55.81 291.76

DIVIDEND :

As there is reduced profits during the year, your Directors do not recommend any dividend. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached in the Annexure.

Management discussion and analysis

During the year under review, your company maintained the level of production comparable to earlier years but as the market prices were lower, the turnover has reduced, thus resulting in reduced margins during the year.

Your Company has made a Net Profit before Extraordinary Items of Rs.388.43 Lakhs during the year, as against Net Profit of Rs.423.16 Lakhs in the previous year.

Economic Outlook

The construction activity has been growing very marginally over the recent past and the growth is sporadic. Capacities have been added particularly in the state of A.P which would make the market more competitive. Shortage of other input materials for construction activity is also a limiting factor which we need to contend with.

Your Directors see a silver lining as there is fair expectation of market picking up consequent upon creation of new State Capital near the area where our factory is situated.

Opportunities and Threats:

The major opportunity perceived is the vigorous growth in the market demand. As the announcement of setting up a new Capital city in the coastal belt has been officially made by the Government of Andhra Pradesh, The Possibility of Surge in Demand for construction Materials Including Cements is very bright. Your Directors forsee that this opportunity would last for at least next 5 years as the new Capital city would bring with it new commercial activities around that area and newer settlements of people.

The major threats are the unprecedented increase in the cost of major raw materials.

Power continues to be another major threat and your Company being faced with a severe restriction in using the Grid Power as imposed by the APSEB has been forced to buy power in the market under Open Access Scheme which has resulted in substantial increase in the power cost as compared to previous years.

Further as new capacities are being added, the market competition is likely to be more intense which might result in affecting the price line for the end produce.

INDUSTRIAL RELATIONS AND STAFF WELFARE:

Industrial relations with staff and workmen remained harmonious and cordial.

POLLUTION CONTROL:

The Company has adequate pollution control equipments and also has developed various plantations around the factory premises. Recently, in line with the requirement of the Pollution Control Regulations, online chimney monitoring system has been installed and the same is working satisfactorily.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS OUTGO:

The Company has embarked upon a phased program of technical upgradation of existing machinery and in this direction, work has commenced on providing efficient cooling to improve the quality and volume of clinker.

Statement containing particulars pursuant to section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto and form part of this report.

DIRECTORS:

Shri M.Subramanian, Director has resigned from the Board with effect from 18 th Nov 2013.

Shri RA.Nadesan and Shri Vivek Sivaraman have been co-opted as Additional Directors at the meeting of the Board held on 29th January 2014 and they shall vacate their offices at the end of this General Meeting as per rules. Notices have been received from members nominating them for regular Directorship.

Shri P. Ravi and Shri G.Rajan Directors, who retire by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000, The Board of Directors confirms that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Such accounting policies were selected and applied consistently and judgments and estimates were made that are reasonable and prudent so as to give a true and fair view of state of affairs and Profit of the company for the period.

3. Proper and sufficient care has been taken to safeguard the assets and for preventing and detecting fraud and other irregularities.

4. The annual accounts are prepared on a going concern basis.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the preview of Section 217(2A) of the Companies Act, 1956 during the year.

DEPOSITS AND LOANS/ADVANCES:

Your Company has not invited or accepted any fixed deposits and hence no amount of principal or interest was outstanding as on the date of the Balance Sheet.

AUDITORS:

M/s. B.Purushottam & Co, Chartered Accountants, Chennai who retire at the conclusion of this General meeting have offered to be re-appointed and their appointment is within the new rules framed for this purpose.

COST AUDITOR:

As new regulations have been notified very recently regarding the Cost Audit under the Companies Act, 2013, your Directors would appoint a cost auditor after getting legal opinion.

STAKE HOLDERS

Your Board, taking into consideration various directives of the Ministry of Corporate Affairs, has made elaborate arrangement for e-voting to facilitate members to cast their votes on the agenda for the current AGM.

ACKNOWLEDGEMENT:

Your directors would like to place on record their appreciation for the guidance and support received from various departments of State and Central Governments.

Banks have shown cordial understating and support and your Directors place on record their appreciation for the same

Your directors also place on record their appreciation of the services rendered and co-operation extended by all the employees of the Company.

BY ORDER OFTHE BOARD OF DIRECTORS

Place : Chennai P. Ravi Date : 18.07.2014 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the THIRTIETH ANNUAL REPORT and the audited accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS: (Rs Lacs)

2011 -2012 2010-2011

Sales and other Income 8350.93 5247.89

Profit/ (Loss) before Interest and Depreciation 1687.87 1088.92

Interest 33.61 4.62

Profit/(Loss) before Depreciation 1654.26 1084.30

Depreciation 86.23 84.65

Profit / (Loss) before tax 1568.03 999.65

Tax Expenses - Current Tax 531.21 368.16

Deferred Tax (52.60) (12.77)

Profit/(Loss) after Tax 1089.42 644.26

DIVIDEND:

As the company is in need of resources to provide for balancing equipments and to undertake extensive process up gradation to maintain the product quality, your directors feel it prudent to conserve own resources for this purpose. Hence no dividend is proposed for the year under review.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached in the Annexure.

POLLUTION CONTROL:

The Company has adequate pollution control equipments and also has developed various plantations around the factory premises. Recently, in line with the requirement of the Pollution Control Regulations, online chimney monitoring system has been installed and the same is working satisfactorily.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Statement containing particulars pursuant to section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto and form part of this report.

DIRECTORS:

During the year Shri P.Ravi was appointed as whole time director with effect from 1st October, 2011. He has further been elected as Chairman of the Board of Directors since April 2012. The terms of appointment of Shri P.Ravi have been set out in the notice read with the Explanatory statement

Shri. D.B.N.Rao and Shri B.Ramachandra Rao, Directors, who retire by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000, the Board of Directors confirms that:

1. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Such accounting policies were selected and applied consistently and judgments and estimates were made that are reasonable and prudent so as to give a true and fair view of state of affairs and Profit of the company for the period.

3. Proper and sufficient care has been taken to safeguard the assets and for preventing and detecting fraud and other irregularities.

4. The annual accounts are prepared on a going concern basis.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the purview of Section 217(2A) of the Companies Act, 1956 during the year.

DEPOSITS AND LOANS/ADVANCES:

Your Company has not invited or accepted any fixed deposits and hence no amount of principal or interest was outstanding as on the date of the Balance Sheet.

AUDITORS:

M/s. B.Purushottam & Co, Chartered Accountants, Chennai who retire at the conclusion of this General meeting have offered to be re-appointed.

COST AUDITOR:

The Company has engaged Shri R. Srinivasa Rao as the Cost Auditor for the year 2012-13.

ACKNOWLEDGEMENT:

Your directors would like to place on record their appreciation for the guidance and support received from various departments of State and Central Governments.

Banks and Financial Institutions have shown cordial understanding and support and your Directors place on record their appreciation for the same

Your directors also place on record their appreciation of the services rendered and co-operation extended by all the employees of the Company.

Place: Chennai FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date:6.08.2012

P. Ravi Chairman

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting the TWENTY NINETH ANNUAL REPORT and the audited accounts for the financial year ended March 31, 2011.

FINANCIAL RESULTS:

2010-2011 2009-2010

Sales and other Income 5150.42 4750.21

Profit/(Loss) before Interest and Depreciation 1088.92 792.20

Interest 4.62 3.42

Profit/(Loss) before Depreciation 1084.30 788.78

Depreciation 84.65 95.09

Profit/ (Loss) before Extraordinary Items 999.65 693.69 Extraordinary Items pursuant to the Interest

Waiver on OTS scheme of IFCI and ICICI - 2802.99

Profit / (Loss) after Extraordinary Items 999.65 3496.68

Tax Expenses - -

Current Tax 368.16 295.00

Deferred Tax (12.77) (30.51)

Fringe Benefit Tax

Profit/(Loss) after Tax 644.26 3232.19

DIVIDEND:

As the company is in need of resources to spruce up the operations, your Directors feel it prudent not to declare dividend this year.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached in the Annexure.

Management discussion and analysis

Your Company has been discharged by the Hon'ble BIFR from the purview of Sick Industrial Companies(Special Provisions)Act, 1985, vide its order dated 27th July 2011 .

The Company has achieved a Cement tonnage of 205,418 MT during the year as against a tonnage of 203,643 MT in the previous year.

Your Company has made a Net Profit before Extraordinary Items of Rs. 999.65 Lakhs during the year, as against Net Profit of Rs. 693.69 Lakhs in the previous year.

Your company could ride on the short term buoyancy in the market and despite increasing input costs, could post a decent profit during the year under review.

ECONOMIC OUTLOOK

The construction activity has been growing very marginally over the recent past and the growth is sporadic. The market, of late, is able to absorb the price increase which is necessitated owing to increase in input costs; but this trend is likely to be short-lived. Moreover, further capacities have been added particularly in the state of A.P. which would make the market more competitive.

OPPORTUNITIES AND THREATS:

Your company, riding the swing of good market, has been able to sustain itself in the recent years.

The major threats are the unprecedented increase in the cost of major raw materials like coal. There is also a shortage of availability of coal which would continue to exert pressure on the economic viability of your company.

Power continues to be another major threat as there is a high possibility of the same getting more expensive as the year progresses.

Further as new capacities are being added, the market is likely to become more competitive which might result in affecting the price line for the end produce.

INDUSTRIAL RELATIONS AND STAFF WELFARE:

Industrial relations with staff and workmen remained harmonious and cordial. Wage agreement with the Workers' Union for the year 2011-13 is underway in a cordial atmosphere.

POLLUTION CONTROL:

The Company has adequate pollution control equipments and also has developed various plantations around the factory premises.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS OUTGO:

Statement containing particulars pursuant to section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto and form part of this report.

DIRECTORS:

Shri. Gopalsamy Rajan and Shri. Muthusamy Subramanian, Directors, who retire by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000, The Board of Directors confirm that:

1. In the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Such accounting policies were selected and applied consistently and judgments and estimates were made that are reasonable and prudent so as to give a true and fair view of state of affairs and Profit of the company for the period.

3. Proper and sufficient care has been taken to safeguard the assets and for preventing and detecting fraud and other irregularities.

4. The annual accounts are prepared on a going concern basis.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the purview of Section 217(2A) of the Companies Act, 1956 during the year.

DEPOSITS AND LOANS/ADVANCES:

Your Company has not invited or accepted any fixed deposits and hence no amount of principal or interest was outstanding as on the date of the Balance Sheet.

AUDITORS:

M/s. B.Purushottam & Co, Chartered Accountants, Chennai who retire at the conclusion of this General meeting have offered to be re-appointed.

COST AUDITOR:

The Company has engaged Shri R. Srinivasa Rao as the Cost Auditor for the year 2011-12.

ACKNOWLEDGEMENT:

Your directors would like to place on record their appreciation for the guidance and support received from various departments of State and Central Governments.

Banks and Financial Institutions have shown cordial understating and support and your Directors place on record their appreciation for the same

Your directors also place on record their appreciation of the services rendered and co-operation extended by all the employees of the Company.

BY ORDER OF THE BOARD OF DIRECTORS

K. GOPI PRASAD MANAGING DIRECTOR

Place : Chennai Date : 10.08.2011

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Mar 31, 2010

The Directors have pleasure in presenting the TWENTY EIGHTH ANNUAL REPORT and the audited accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS:

Rs. In Lakhs

2009 - 2010 2008-2009

Sales and other Income 4750.21 5195.59

Profit/ (Loss) before Interest and Depreciation 792.20 459.08

Interest 3.42 41.87

Profit/ (Loss) before Depreciation 788.78 417.77

Depreciation 95.09 93.52

Profit/ (Loss) before Extraordinary Items 693.69 323.69 Extraordinary Items pursuant to the

Interest Waiver on OTS scheme of ICICI, IFCI 2802.99 -

Profit/ (Loss) after Extraordinary Items 3496.68 323.69 Tax Expences

Current Tax 295.00 61.02

Deferred Tax (30.51) 170.36

Fringe Benefit Tax - 4.79

Profit / (Loss) After Tax 3232.19 87.52





DIVIDEND:

As the company is in the stage of consolidating its position, your Directors feel it prudent not to declare dividend this year.

CORPORATE GOVERNANCE:

The Securities Exchange Board of India (SEBI) has introduced a code on Corporate Governance for implementation by Company listed on the Stock Exchanges. Accordingly the Stock Exchanges have formulated clause 49 of the listing agreement & stipulated requirement on the said code. The Company having become sick had referred to the BIFR for rehabilitation. The Company had stopped Commercial Production during the month of May 2002, and recommenced its operations recently. The Company has now appointed a whole time Company Secretary and compliance to the referred I regulations would be attend to.

PERFORMANCE:

The Company has made a Net Profit before Extraordinary Items of Rs. 693.69 Lakhs during the year, as against Net Profit of Rs. 323.69 Lakhs in the previous year.

The Company has achieved a Cement tonnage of 203,643MT during the year as against a tonnage of 193.392MT in the previous year.

FUTURE OUTLOOK:

The company has now stablilised its output at around 2 Lakh tons per annum. The company has inducted strategic invester to add to the financial strength of the company. The final notification of the Rehabilitation Scheme is awaited from BIFR.

The outlook for the immediate future is challenging in view of huge capacity additions of Cement in the country in 2009-2010. The recent past has witnessed substantial increase in the cost of inputs which is likely to impact the Companys performance in the near future. Further the prices of Cement is volatile to the extent of being even unremunerative at times. This trend is expected to continue for some time.

INDUSTRIAL RELATIONS AND STAFF WELFARE:

Industrial relations with staff and workmen remained harmonious and cordial.

POLLUTION CONTROL:

The Company has adequate pollution control equipments and also developed various plantations around the factory premises.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS OUT GO:

Statement containing particulars pursuant to section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto and form part of this report.

DIRECTORS:

Sri. DBN Rao and Sri B Ramachandra Rao, who retire by rotation and being eligible offer themselves for re-appointment.

Shri P.Ravi and Shri P.Satyanarayanan, additional Directors on the Board have offered themselves to be appointed as Directors and the Company has also received nominations under Sec 260 of the Companies Act, 1956 from Members in this regard. Your Directors recommend their appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

1. In the preparation of annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. Such accounting policies were selected and applied consistently and judgments and estimates were made that are reasonable and prudent so to give the true and fair view of state of affairs and Profit of the company for the period.

3. Proper and sufficient care has been taken to safeguard the assets and for preventing and detecting fraud and other irregularities.

4. The annual accounts are prepared on a going concern basis.

AUDIT COMMITTEE:

The Audit Committee comprises of the following members.

1. Sri B. Ramachandra Rao

2. Sri DBN Rao

3. Sri Muthusamy Subramanian

4. Sri K. Gopi Prasad

PARTICULARS OF EMPLOYEES:

There are no employees falling within the preview of Section 217(2A) of the companies Act, 1956 during the year.

DEPOSITS AND LOANS/ADVANCES:

Your Company has not invited or accepted any fixed deposits and hence no amount of principal or interest was outstanding as on the date of the Balance Sheet.

AUDITORS:

Notice has been received from Members suggesting appointment of M/s. B.Purushottam & Co, Chartered Accountants, Chennai in the place of M/s Karvy & Co Chartered Accountants, Hyderabad who retire at the conclusion of this General meeting. The Board has received No Objection to this from the present auditors. The new auditors have submitted their willingness to this appointment and have given their declaration of eligibility under Sec 224 of the Companies Act, 1956.

COST AUDITOR:

The Company has engaged Mr. R. Srinivasa Rao as the Cost Auditor for the year 2010-11.

ACKNOWLEDGEMENT:

Your directors would like to place on record their appreciation for the guidance and support received from various departments of State and Central Governments.

Banks and Financial Institutions have shown cordial understating and support and your Directors place on record their appreciation for the same Your directors also place on record their appreciation of the services rendered and co-operation extended by all the employees of the Company.

BY ORDER OF THE BOARD OF DIRECTORS

K GOPI PRASAD

Place. Hyderabad MANAGING DIRECTOR

Date:26.11.2010