Shree Digvijay Cement Company Limited
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C O N T E N T S Notice ...................................................................................................................... 2 Directors’ Report..................................................................................................... 8 Management Discussion & Analysis ...................................................................... 12 Report on Corporate Governance .......................................................................... 34 Independent Auditors’ Report ................................................................................ 44 Balance Sheet......................................................................................................... 48 Statement of Profit and Loss .................................................................................. 49 Cash Flow Statement.............................................................................................. 50 Notes to the Financial Statements.......................................................................... 52 Form of Proxy / Attendance Slip SHREE DIGVIJAY CEMENT COMPANY LIMITED BOARD OF DIRECTORS EXECUTIVES Mr. A. K. Chhatwani Mr. M. V. Ramaswamy – CFO - Independent Director & Chairman Mr. P. R. Singh – V. P (Mktg.) Mr. A. Kumaresan Mr. T. L. Narendran – Asst. V.P (Tech.) –Independent Director Mr. Jagdish Chandak – Asst. V. P (SCM.) Mr. Sven Erik Oppelstrup Madsen Mr. Persio Morassutti STATUTORY AUDITORS Ms. Meike Albrecht M/s Price Waterhouse Mr. K.K. Rajeev Nambiar Chartered Accountants CEO & Whole-time Director – ( ICAI Registration No. 301112E ) 252,Veer Savarkar Marg Shivaji Park AUDIT COMMITTEE Dadar ( West) Mr. A. K. Chhatwani - Chairman Mumbai - 400 028 Mr. A. Kumaresan Mr. Persio Morassutti COST AUDITORS M/s Kiran J. Mehta & Co. Cost Accountants NOMINATION AND REMUNERATION COMMITTEE 257, Ellis Bridge Shopping Centre, Mr. A. Kumaresan - Chairman Ahmedabad- 380 006 Mr. A. K. Chhatwani Ms. Meike Albrecht SECRETARIAL AUDITORS M/s Manoj Hurkat & Associates Practising Company Secretaries STAKEHOLDERS RELATIONSHIP COMMITTEE 306, Arth Complex, B/h. L.G. Showroom Mr. A. Kumaresan - Chairman Navrangpura Ahmedabad - 380 009 Mr. A. K. Chhatwani Ms. Meike Albrecht REGISTERED OFFICE AND WORKS P.O. Digvijaygram – 361 140 CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Via. Jamnagar (Gujarat) Mr. A. K. Chhatwani - Chairman Mr. A. Kumaresan REGISTRAR AND SHARE TRANSFER AGENT Mr. K.K. Rajeev Nambiar Link Intime India Pvt. Ltd. (Unit – Shree Digvijay Cement Co. Ltd.) C-201,247 Park COMPANY SECRETARY & COMPLIANCE OFFICER LBS Marg Vikhroli (West) Mr. Suresh Meher - Asst.V.P (Legal) & Company Secretary Mumbai – 400 083 1 72nd Annual Report 2016-17 SHREE DIGVIJAY CEMENT COMPANY LIMITED NOTICE NOTICEis hereby given that the Seventy-Second Annual Company hereby ratifies the remuneration of General Meeting of the Members of SHREE DIGVIJAY ` 1,25,000/- [Rupees One lakh twenty five thousand only] CEMENT COMPANY LIMITED (“Company”) will be held on plus service tax and out of pocket expenses actually Tuesday, 20th June, 2017 at 09:30 a.m. at the Registered Office incurred payable to M/s. Kiran J. Mehta & Co, Cost of the Company atDIGVIJAYGRAM 361 140 Via: Jamnagar, Accountants (Firm Registration No. 000025), who are Gujarat to transact the following business: appointed by the Board of Directors on the ORDINARY BUSINESS: recommendation of the Audit Committee as Cost Auditors to conduct the audit of cost records maintained 1. To consider and adopt by the Company for the Financial Year 2017-18. The Audited Financial Statements of the Company 5. Adoption of a new set of Articles of Association of the including the Audited Balance Sheet as at 31st March, Company 2017, the Statement of Profit and Loss for the financial year ended 31st March, 2017 and the Reports of the Board To consider, and if thought fit, to pass with or without of Directors and the Auditors’thereon. modification(s), the following resolution as a Special Resolution: 2. Re-appointment of retiring Director “RESOLVED THAT pursuant to the provisions of Section To appoint a Director in place of Ms. Meike Albrecht, a 5 and 14 and all other applicable provisions of the Non-Executive & Non-Independent Director having Companies Act, 2013 read with Companies Director Identification Number 07123752, who retires by (Incorporation) Rules, 2014 (including any statutory rotation and being eligible, offers herself for re- modification(s) or re-enactment thereof), consent of the appointment. Company be and is hereby accorded to adopt the new 3. Ratification of appointment of Statutory Auditors and set of articles of association of the Company, as placed fixing their remuneration before this meeting and available for inspection at the To consider and, if thought fit, to pass, with or without registered office of the Company, in substitution for, and modification(s), the following Resolution as an Ordinary the entire exclusion of, the existing articles of association Resolution: of the Company. “RESOLVED THAT pursuant to the provisions of Section RESOLVED FURTHER THAT any one of the Directors and/ 139 and all other applicable provisions, if any, of the or the Company Secretary of the Company, be and are Companies Act, 2013 (including any statutory hereby severally authorised to do all such acts, deeds, modification or re-enactment thereof) and Rules made matters and things as may be necessary to give effect to thereunder, as amended from time to time, the this Resolution.” appointment of M/s. Price Waterhouse, Chartered 6. Transactions with Related Parties Accountants, Mumbai (Firm Registration No. 301112E) as To consider and if thought fit, to pass, with or without the Statutory Auditors of the Company to hold office from modification(s), the following resolution as an Ordinary the conclusion of this Annual General Meeting (AGM) till Resolution: the conclusion of the Seventy-Third AGM of the Company to be held for the financial year 2017-18, be and is hereby “RESOLVED THAT pursuant to the provisions of Section ratified and the Board of Directors be and are hereby 188 and other applicable provisions of the Companies Act, authorized to fix such remuneration (along with taxes and 2013 (‘the Act’) read with the Companies (Meetings of out of pocket expenses) as may be determined by the Board and its Powers) Rules, 2014 and Regulation 23 of Audit Committee in consultation with the Auditors, and the Securities Exchange Board of India (Listing such remuneration may be paid on a progressive billing Obligations and Disclosure Requirements) Regulations, basis to be agreed upon between the Auditors and the 2015, (including any statutory modification(s) or re- Board of Directors of the Company.” enactment thereof), and subject to such other approvals, consents, permissions and sanctions of other authorities SPECIAL BUSINESS: as may be necessary, consent of the Members of the 4. Ratification of Remuneration to Cost Auditor Company, be and is hereby accorded to the Board of To consider and if thought fit, to pass, with or without Directors of the Company (hereinafter referred to as“the modification(s), the following Resolution as an Ordinary Board” which term shall be deemed to include Audit Resolution: CommitteeoftheBoard),toenterintocontracts, “RESOLVED THAT pursuant to the provisions of Section arrangements, agreements, consisting of one or more 148 and other applicable provisions, if any, of the transactions, with the related parties as detailed in table Companies Act, 2013 (including any statutory forming part of the explanatory statement annexed to the modification or re-enactment thereof) and the Rules Notice with respect to sale, purchase, export, import or made thereunder, as amended from time to time, the supply of goods or materials directly or through 72nd Annual Report 2016-17 2 appointment of agent, leasing of property of any kind, 4. A person can act as a proxy on behalf of members not availing or rendering of any services, appointment of exceeding fifty in number and holding in the aggregate agent for purchase or sale of goods, materials services or not more than ten percent of the total paid-up Share property or appointment of such parties to any office or Capital of the Company carrying voting rights. A member place of profit in the Company or any other transactions holding more than ten percent of the total paid up share of whatever nature for a period of 5 years from the capital of the Company carrying voting rights may financial years from 2018-19 to 2022-23 for an aggregate appoint a single person as a proxy and such person shall maximum amount not exceeding` 200 crores per not act as a proxy for any other Member. financial year. 5. Corporate Members intending to send their authorized RESOLVED FURTHER THAT the Board be and is hereby representatives to attend the Annual General Meeting authorised to decide upon the nature and value of the pursuant to Section 113 of the Companies Act 2013, are products, goods, materials or services to be transacted/ requested to send the Company, a certified copy of the availed with/from the related parties within the aforesaid relevant Board Resolution together with the respective limit and to finalise the terms and conditions including specimen signatures of those representative(s) the period of transactions and all other matters arising authorized under the said resolution to attend and vote out of or incidental to the proposed transactions and to on their behalf at the Meeting. take such steps as may be necessary to obtain