Dear Members
Your Directors have pleasure in presenting their Sixty Nine Annual Report on the
accounts of the Company for the Financial Year ended March 31, 2025.
FINANCIAL RESULTS
(Rs. in Lakhs)
Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Revenue from Operations |
8,352.21 |
12,011.70 |
Other Income |
961.53 |
1,441.62 |
Profit/loss before Depreciation, Finance Costs, |
(3,396.20) |
(1,740.31) |
Exceptional items and Tax Expense |
|
|
Less: Depreciation and Amortisation |
1,805.62 |
1,621.25 |
Less: Finance Costs |
3,717.08 |
2,140.07 |
Profit / (Loss) before Exceptional Items and Tax expense |
(8,918.91) |
(5,501.63) |
Less: Exceptional Items |
- |
- |
Profit / (Loss) before tax expense |
(8,918.91) |
(5,501.63) |
Less: Provision for Income Tax (Earlier years) |
- |
- |
Net Profit/Loss after tax |
(8,918.91) |
(5,501.63) |
Other Comprehensive income |
(2.88) |
3.10 |
Total Comprehensive Income/(Loss) for the period (TCI) |
(8,921.79) |
(5,498.53) |
Balance of profit /loss for earlier years |
|
|
Less: Transfer to Debenture Redemption Reserve |
- |
- |
Less: Transfer to Reserves |
- |
- |
Less: Dividend paid on Equity Shares |
- |
- |
Less: Dividend paid on Preference Shares |
NA |
NA |
Less: Dividend Distribution Tax |
NA |
NA |
Balance carried forward |
(8,921.79) |
(5,498.53) |
HIGHLIGHTS:
The Total Income for the year ended March 31, 2025 was Rs. 9,313.74 Lakhs as compared
to Rs. 13,453.32 Lakhs during the previous year. Loss before tax was Rs. 8,918.91 Lakhs as
compared to Loss before Tax of Rs. 5,501.63 Lakhs during the previous year. Loss after tax
was Rs. Rs. 8,918.91 Lakhs as compared to Loss after Tax of Rs. 5,501.63 Lakhs.
TRANSFER TO RESERVES
No transfer to any reserve was proposed or made during the year under review.
DIVIDEND:
In light of the accumulated losses, the Board has decided not to recommend any dividend
on Equity Shares for the year.
CHANGE IN THE NATURE OF BUSINESS
The Company was operating in single segment of cement production operations and there
was no change in nature of business of the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There was no such change or commitment affecting financial position of the Company
after end of year 2024-25 and before the date of report.
OVERVIEW OF THE INDUSTRY
The information has been provided in the Management Discussion Analysis Report.
REVISION OF FINANCIAL STATEMENTS
There was no revision of the financial statements for the year under review.
CAPITAL STRUCTURE
Authorised Share Capital:
As on 31st March, 2025, the authorized share capital of the company was
Rs.21,50,00,000/ - (Rupees Twenty One Crores and Fifty Lakhs only) comprising of
2,15,00,000 (Two Crores and Fifteen Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only)
each.
Paid-up Share Capital:
There was no change in paid-up share capital during the year under review.
As on 31st March, 2025, the paid share capital of the Company was
Rs.8,02,14,010/- (Rupees Eight Crores Two Lakhs Fourteen Thousand and Ten only) divided
into 80,21,401 (Eighty Lakhs Twenty One Thousand Four Hundred and One) equity shares of
Rs.10/- (Rupees Ten only).
Utilization of funds raised through issue of Equity Shares
The company did not raise any funds by issue of equity shares during the year under
review.
CREDIT RATING
During the year under review, the Company has obtained Rating on 12th
November, 2024 from Infomerics Valuation and Ratings Pvt Ltd. over long term and short
term loan credit facility availed from Canara Bank.
The details are as follows:
Rating Agency |
Instrument/Facility |
Rating as on 31st March, 2025 |
Infomerics Valuation and Ratings Pvt Ltd. |
Long Term Bank Facilities |
IVR BB/ Stable (lVR Double B with Stable Outlook) |
|
Short Term Bank Facility |
IVR A4 (lVR A Four) |
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, there were no requirement for transfers by the Company to
the IEPF.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31.03.2025, the Company has four directors: one Executive Director, one non
executive director and two Independent Directors.
Mr. Jagathrakshakan Srinisha - |
Chairman and Managing Director. |
Mr. Narayanasamy Elamaran - |
Non Executive Director |
Mr. Vasudevan Raghavan - |
Independent Director |
Mr. Ramachandran Balachandran - |
Independent Director |
Mr. Asuri Ramesh Rangan Sholinghur - |
Independent Director (upto 31.07.2024) |
Mr. Sai Prashanth Gujja - |
Company Secretary (upto 23.08.2024) |
Mr. Amaranath Sachu - |
Chief Financial Officer (upto 15.02.2025) |
Mr. Ganesh Pathrudu - |
Company Secretary and Compliance Officer (upto 15.04.2025) |
However, Mr. Amaranath Sachu was resigned as a Chief Financial Officer on 15.02.2025
and Mr. G. Sai Prashanth was resigned as on Company Secretary and Compliance Officer on
23.08.2024.
Mr. Asuri Ramesh Rangan Sholinghur (DIN- 07586413) was resigned as an Independent
Director on 31.07.2024
Based on the confirmations received from all the directors, none of the directors are
disqualified from appointment under Section 164 of the Companies Act 2013.
The Company is well supported by the knowledge and experience of its Directors and
Executives. In terms of Section 152 of the Companies Act, 2013 and Articles of Association
of the Company, Mr. Narayanasamy Elamaran, Non-Executive Director of the Company is liable
to retire by rotation and being eligible, has offered himself for re-appointment.
DECLARATION ON INDEPENDENCE OF DIRECTORS
The company has received necessary declarations from all the Independent Directors of
the Company in accordance with Section 149 (7) of the Companies Act 2013, that they meet
the criteria of independence as laid out in Section 149(6) of the said Act and Regulation
16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations").
The Independent Directors have also confirmed that they have complied with Schedule IV
of the Companies Act, 2013.
The Board of Directors is of the opinion that all the Independent Directors possess
requisite qualifications, experience and expertise in industry knowledge and corporate
governance and they hold highest standards of integrity.
BOARD MEETINGS AND COMMITTEE MEETINGS
During the year 2024-25, five meetings of the board were held and the details of these
meetings of the Board as well as its Committees meetings have been given in the Corporate
Governance Report, which forms part of the Annual Report.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The company's policy on directors' appointment and remuneration and other matters
provided in Section 178 (3) of the Companies Act, 2013 have been disclosed in the
corporate governance report.
Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration
Committee of the board has adopted a policy for nomination, remuneration and other related
matters for directors and senior management personnel. And the policy was disclosed on
company website https://www.panyamcements.in/panyam%20files/Nomination%20
and%20Remuneration%20Policy.pdf.
BOARD EVALUATION
The Board of directors have carried out an evaluation of its own performance as well as
its individual directors, on the basis of criteria such as composition of the board /
committee structure, effectiveness, its process, information flow, functioning etc.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of Companies Act, 2013, your board of directors, to the best
of their knowledge and ability, confirm that: -
i. In the preparation of the annual Accounts, the applicable accounting standards had
been followed along with proper explanation and that there were no materials departures.
ii. The Directors had selected such accounting policies and applied them consistently
and made judgment 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 loss of the Company for the year.
iii. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company, and for preventing and detecting fraud and other
irregularities.
iv. The annual financial statement has been prepared on a going concern basis.
v. Proper internal financial controls were in place and that the financial controls
were adequate and operating effectively.
vi. Proper systems were devised to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls in place to ensure proper
reflection of books of accounts in financial statement of the Company.
FRAUDS REPORTED BY THE AUDITOR
No frauds were reported by the Auditors under Sub- Section 12 of Section 143 of the
Companies Act, 2013 read with the Rules made there under.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no subsidiaries, Joint Ventures or Associate Companies during the year
under review.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES
None of the companies have become or ceased to become the subsidiaries, joint ventures
or associates' company to the Company during the year 2024-25.
PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits within the meaning of the
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the
Companies (Acceptance of Deposits) Rules, 2014.
LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not advanced any loan, provided any
guarantee or made any investment as per section 186 of Companies Act, 2013.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the financial
year with related parties were in the ordinary course of business at arm's length basis.
There are no materially significant related party transactions that may have potential
conflict with interest of the Company at large. Please refer to Form No. AOC-2 in
Annexure-II for the details of related party contracts or arrangements.
CORPORATE SOCIAL RESPONSIBILITY
As the Company's net worth is less than Rupees Five Hundred Crores, Turnover less than
Rupees One Thousand Crores and Net-profit calculated as per section 198 of Companies Act,
2013 is less than Rupees Five Crores, the provisions of section 135 of Companies Act, 2013
were not applicable to the Company during the year under review.
PARTICULARS OF EMPLOYEES
In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and the rules there under as amended from time to time is annexed as an Annexure-I to this
Report.
There are no instances of employees who was in receipt of remuneration in excess of the
limit prescribed in provisions of Section 197 (12) of the Companies Act, 2013 read with
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and the rules made there under.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings
and Outgo required under section 134 (3) (m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 are set out in the Annexure- III and forms part of the
report.
RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013, a risk management policy
has been devised to ensure sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and resolving risks associated with the
Company's business.
All the Senior Executives under the guidance of the Board of Directors has the
responsibility for over viewing management's processes and results in identifying,
assessing and monitoring risk associated with Organization's business operations and the
implementation and maintenance of policies and control procedures to give adequate
protection against key risk.
The Company manages, monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives. The Company's management
systems, organizational structures, processes, standards, code of conduct and behaviors
together form the Management and business of the Company.
The company has a suitable risk management policy to identify and mitigate risks. This
Policy, inter-alia, includes identification of various elements of risk, including those
which, in the opinion of the Board, may threaten the existence of the Company.
Details relating to future outlook, risk management system and internal control and its
adequacy have been given in-detail in the Management and Discussion Analysis Report, which
is part of the Directors Report.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in
terms of SEBI Regulations, includes Vigilance or Ethics Office, who may be a senior
executive of the Company and the protected disclosures may be made by a whistle blower
through an e-mail or a letter to the Vigilance or Ethics Officer or to the Chairman of the
Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed
on the company's web site at the link http://www.panyamcements.in/panyam%20files/
Risk%20Management%20Policy.pdf.
SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS
The Company was acquired by the new management through NCLT Order dated 25.06.2021 read
with corrigendum order dated 10.07.2021 [NCLT Order] under Insolvency and Bankruptcy Code
(IBC), where all the old creditors were repaid as per NCLT Order.
Few employees & creditors felt aggrieved by the said order and went for an appeal
at NCLAT and few at High Courts to obtain stay order over NCLT Order and repayment of
their old dues in full.
We would like to highlight here that the main reason behind rolling-out of IBC is to
revive sick companies and as per Section 31 of IBC, the NCLT approved resolution plan
shall be legally binding on the Company and its employees, members, creditors, [including
the Central Government, any State Government or any local authority to whom a debt in
respect of the payment of dues arising under any law for the time being in force, such as
authorities to whom statutory dues are owed].
The same has been declared by the Supreme Court in its various judgements including the
one in the case of Ghanashyam Mishra and Sons Pvt Ltd v/s Edelweiss Asset Reconstruction
Co. Ltd (2021).
Further, pursuant to Section 238 of IBC, the IBC shall have overriding effect over
other laws.
Therefore, it can be concluded that the company is well protected within the umbrella
of IBC and Supreme Court judgements from most of the company litigation cases.
AUDITORS
M/s. K.S. Rao & Co., Chartered Accountants, Hyderabad (Firm Registration No:
003109S) were initially appointed by the members at their 61st Annual General Meeting
(AGM) held on 26th September, 2017 to hold the office of Statutory Auditors of the Company
till conclusion of 66th Annual General Meeting. Further, the members of the Company at
their 66th AGM approved the re-appointment of Statutory Auditors of the Company to hold
office till conclusion of 71st Annual General Meeting which is going to be held in 2026-27
on such remuneration as may be decided by the Board of Directors in consultation with the
auditors. The Board places on record its sincere appreciation of the services rendered by
the Statutory Auditors.
AUDITOR'S REPORT
M/s. K.S.Rao & Co., Chartered Accountants, Hyderabad, Statutory Auditors of the
Company have provided an unmodified report on financials of the Company for the year ended
31st March, 2025.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
appointed M/s. B S S & Associates, Hyderabad, Company Secretaries in Practice,
Hyderabad to conduct Secretarial Audit of records of the Company for the financial year
ended 31st March, 2025. The Secretarial Audit Report for the financial year
ended 31st March 2025, is annexed to this Report as Annexure IV.
MAINTENANCE OF COST RECORDS
Pursuant to Section 148 of Companies Act, 2013 read with Rule 3 of the Companies (Cost
Records and Audit) Rules, 2014, the company has maintained cost accounts and records made
and maintained in the books of account during the year under review.
COST AUDIT
The company has appointed M/s. Ganti+ Associates, Cost and Management Accountants,
Hyderabad as Cost Auditors of the Company for the financial year 2025-26 and their
remuneration is subject to ratification of members in their 69th Annual General
Meeting of the Company.
The reports submitted by the Cost Auditor's are duly filed with the appropriate
authorities under Section 148 of the Companies Act, 2013
ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
(Form MGT-7) for the financial year ended March 31, 2025 is available on the Company's
website and can be accessed at https://www.panyamcements.in/
panyam%20files/Annual%20Return%2024-25.pdf.
CORPORATE GOVERNANCE
Your Directors reaffirm their continued commitment to good corporate governance
practices. A separate report on Corporate Governance is incorporated as Annexure V as a
part of the Directors' Report. Further as a part of the report, "Management
Discussion and Analysis" has also been furnished as Annexure VI.
COMPANY'S POLICY ON PROHIBITION, PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE
The Company prohibits any form of sexual harassment and any such incidence is
immediately investigated and appropriate action taken in the matter against the offending
employee(s) based on the nature and the seriousness of the offence. The Company has a
policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace
(the Policy) and matters connected therewith or incidental thereto covering all the
aspects as contained under the "The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013" notified by the Government of
India vide Gazette Notification dated 23rd April, 2013. Your Company has complied with the
provisions relating to the constitution of Internal Complaints Committee (ICC), ICC is
responsible for redressal of complaints related to sexual harassment and follows the
guidelines provided in the policy. ICC has its presence at corporate office as well as at
site locations.
Status of Complaints during the financial year 2024-25: a. Number of complaints of
sexual harassment received during the year: Nil b. Number of complaints disposed of during
the year: Not Applicable
c. number of complaints pending as on end of the financial year and cases pending for
more than ninety days: Not Applicable
STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company is dedicated to safeguarding the rights and welfare of women employees in
accordance with the provisions of the Maternity Benefit Act, 1961 and its subsequent
amendments. During the financial year, the Company has maintained full compliance with all
statutory provisions of the Maternity Benefit Act, 1961. The Company ensures that all
eligible women employees are provided with statutory maternity benefits, including paid
maternity leave, nursing breaks, and protection against dismissal during maternity leave,
as mandated under the Act.
INSURANCE
All the properties of the Company have been adequately insured.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS
Your Company continues to enjoy cordial relationship with all its personnel at its
production plant, corporate office and on the field. Your company organized training
programmes wherever required for the employees concerned to improve their skill.
Your company continues to focus on attracting and retaining competent personnel and
providing a holistic environment where they get opportunities to grow and realize their
full potential. Your company is committed to providing all its employees with a healthy
and safe work environment.
LISTING AGREEMENT
The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, with the aim to
consolidate and streamline the provisions of the Listing Agreement for different segments
of capital markets to ensure better enforce ability. The said regulations were effective
December 01, 2015. Accordingly, all listed entities were required to enter into the
Listing Agreement within 6 months from the effective date.
The Equity shares of the Company are listed on the BSE Limited only.
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis Report describing the Company's
objectives, expectations or predictions may be "forward looking statements"
within the meaning of applicable securities laws and regulations. Actual results could
differ materially from those expressed or implied. Important factors that could make a
difference to your Company's operations include demand supply conditions, finished goods
prices, cyclical demand and pricing in your Company's principal markets, change in
Government regulations, tax regimes, economic developments within India or any other
country in which your company conducts business and other factors such as litigation and
labour negotiations. Your company is not obliged to publicly amend, modify or revise any
forward-looking statements, on the basis of any subsequent development, information or
events or otherwise.
ACKNOWLEDGMENTS
The Management of the Company would like to express their sincere appreciation for the
cooperation and assistance received from shareholders, bankers, financial institutions,
regulatory bodies and other business constituents during the year under review. The
Management of the Company also wish to place on record their deep sense of appreciation
for the commitment displayed by all executives, officers and staff of the Company during
the financial year.
By Order of the Board of Directors |
For Panyam Cements & Mineral Industries Ltd |
Sd/- |
Sd/- |
Jagathrakshakan Srinisha |
Narayanasamy Elamaran |
Managing Director |
Director |
DIN: 01728749 |
DIN: 01744259 |
Place: Chennai |
Date: 06-10-2025 |
|