Your Directors are pleased to present the Company's 43rd Annual Report and the Audited Financial
Statements of the Company for the Financial Year ended 31stMarch 2025.
FINANCIAL RESULTS
The performance of the Company for the Financial Year ended 31st March 2025 is as given below:
FINANCIAL HIGHLIGHTS FOR THE YEAR:(Rs. In Lakhs)
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Particulars
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Year ended 2024-25
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Year ended 2023-24
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Gross Turnover
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906.02
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5686.23
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Profit /(loss) before interest,
depreciation and tax
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(1824.69)
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(954.2)
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Less Interest
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137.87
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139.10
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Profit/(Loss) before depreciation and
tax
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(1962.16)
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(1093.3)
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Less Depreciation
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159.55
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188.19
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Profit / (Loss) before Tax
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(2121.71)
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(1281.49)
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Tax Expenses:
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Current Tax
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-
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-
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Deferred Tax
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584.20
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(188.32)
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Profit / (Loss) after Tax
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(2705.91)
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(1093.17)
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Other Comprehensive income
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22.71
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(26.13)
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Total Comprehensive Income
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(2683.20)
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(1119.30)
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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 31st 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 02nd May 2024.
• Mr. Ramachandran Harikrishna ( DIN:07131420) was appointed as an Additional Director of the
company w.e.f 02nd May 2024.Subsequently he was appointed as Non-Executive Director of the
company pursuant to approval of Shareholders at their meeting held on 31st July 2024.
• Mr. Sundar Venkataraman ( DIN: 01412283) was appointed as an Additional Director of the
company w.e.f 5th july 2024. Subsequently he was appointed as Independent Director of the
company pursuant to approval of shareholders at their meeting held on 31st July 2024
• Mr. Badri Narayan Rao Dabbir ( DIN:01180539)ceased to be director of the company w.e.f 31st July
2024, due to completion of his 2nd 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. 3rd 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 6th Feburary,2025)
3. Mr. Krish Narayanan, Company Secretary (Resigned w.e.f 10th May 2025)
4. Mr. Gunasekaran Ohmprakash,CEO has resigned w.e.f 31st 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 2nd May,2024
• Mr.Ramachandran Harikrishna, was appointed as Non-Executive Non-Independent Director of the
company effective from 02nd May 2024.
• Mr. Sundar Venkataraman, was appointed as Non-Executive Independent Dierctor effective from
05th 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 2nd term as Independent Director.
• Mr.Gunasekaran Ohmprakash, resigned from the position of Chief Executive Officer (CEO) effective
from 31st January 2025.
• Mr.Sujay Sambamoorthy was appointed as Chief Executive Officer ( CEO) effective from 6th
February,2025
• Mr.Gunasekaran Ohmprakash, resigned from the position of Chief Executive Officer (CEO) effective
from 31st 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 2nd 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 31st 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 12th 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 40th Annual General Meeting (2022) until the conclusion of 45th 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. 31st 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
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