MIRA INFORM REPORT

Report Date :

27.06.2014

IDENTIFICATION DETAILS

Name :	GUJARAT SIDHEE CEMENT LIMITED
Registered Office :	“Sidheegram”, Off Veraval-Kodinar Highway, District Junagadh – 362 276, Gujarat
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	29.03.1973
Com. Reg. No.:	04-002245
Capital Investment / Paid-up Capital :	Rs.362.069 millions
CIN No.: [Company Identification No.]	L26940GJ1973PLC002245
Legal Form :	Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in the business of manufacturing and selling of cement and clinker.
No. of Employees :	443 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (27)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Exist
Comments :	Subject is an established company having moderate track record. The rating is constrained on account of company’s moderate financial risk profile and loss that company has incurred from its operational activities during financial year 2014. However, trade relations are fair. Business is active. Payment terms are slow but correct. The company can be considered for business dealing with some cautions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INDIAN ECONOMIC OVERVIEW

NEWS

The economy grew 4.7 %in 2013/14, marking a second straight year of sub-5 % growth – the worst slowdown in more than a quarter of a century. The data was below an official estimate of 4.9 % annual growth and compared with 4.5 % in the last fiscal year. However, the current account deficit narrowed sharply to $ 32.4 billion at 1.7 % of gross domestic product, in 2013/14 from a record high of $ 98.8 billion or 4.7 %, the year before. A sharp fall in gold imports due to restrictions on overseas purchases and muted import of capital goods helped shrink the current account deficit.

Online retailer Flipkart has acquired fashion portal Myntra as it prepares to battle with the rapidly expanding India arm of the global e-commerce giant Amazon. The company raised $ 210 million from Russian Investment firm DST Global which has also invested in companies like Facebook, Twitter and Alibaba Group.

General Motors will start exporting vehicles from its Talegaon plant near Pune in the second half of 2014. GM was one of the few global carmakers that was using its India plant only for the domestic market.

Google has overtaken Apple as the world’s top brand in terms of value, according to global market research agency Millward Brown. Google’s brand value shot up 40 % in a year to $ 158.84 billion. The top 10 of the 100 slots were dominated by US companies.

Infosys lost another heavy weight when B G Srinivas, a board member put in his papers. He is the third CEO-hopeful to quit after Chairman N R Narayana Murthy’s return to the company – Ashok Vemuri and V Balakrishnan being the other two.While Vemuri went on to lead IGate, Balakrishnan joined politics.

Naresh Goyal – promoted Jet Airways posted biggest quarterly loss – Rs.2153.37 crore – in the three months ended March 31, mainly because it has been offering discounts to passengers to fill planes.

William S Pinckney – Chairman and CEO of Amway India was arrested by the Andhra Pradesh Police in connection with a complaint against the direct selling firm. This is the second time that he has been taken into custody. A year, ago the Kerala Police had arrested Pinckney and two company directors on charges of financial irregularities.

China has told its state-owned enterprises to sever links with American consulting firms after the United States charged five Chinese military officers with hacking US companies. China’s action which targets consultancies like McKinsey & Co. and the Boston Consulting Group, sterns from fears that the first are providing trade secrets to the US governments.

India has emerged as a country with some of the highest unregistered businesses in the world. Indonesia has the maximum number of shadow businesses, says a study of 68 countries by Imperial College Business School in London.

Pfizer has abandoned its attempt to buy AstraZeneca for nearly $ 118 billion after the latter refused an offer of 55 pounds a share.

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED BY

Name :	Mr. A.R. Joshi
Designation :	Purchase Officer
Contact No.:	91-22-66365444 91-9408707836
Date :	26.06.2014

LOCATIONS

Registered Office/ Factory :	“Sidheegram”, Off Veraval-Kodinar Highway, District Junagadh – 362 276, Gujarat, India
Tel. No.:	91-2876-268200/ 308200/ 286530-34
Mobile No.:	91-9408707836 (Mr. A.R. Joshi)
Fax No.:	91-2876-286540
E-Mail :	sidhee-mum@mehtagroup.com customercare@mehtagroup.com
Website :	www.mehtagroup.com http://www.hathi-sidheecements.com
Corporate Office :	N. K. Mehta International House, 2^nd Floor, 178, Backbay Reclamation, Mumbai – 400 020, Maharashtra, India
Tel. No.:	91-22-66365444
Marketing Office 1 :	801-802, 'Prasham',  Near Dharam Cinema, Kasturba Road, Rajkot – 360 001, Gujarat, India
Tel. No.:	91-281-2458048/ 2453811
Fax No.:	91-281-2454584
Marketing Office :	Also located at: · Mumbai · Ahmedabad · Junagadh · Bhavnagar · Vadodara · Surat

DIRECTORS

AS ON 30.05.2013

Name :	Mr. M. N. Mehta
Designation :	Chairman
Name :	Mr. Jay M. Mehta
Designation :	Executive Vice Chairman
Name :	Mr. Sanat M. Mehta
Designation :	Nominee of The Mehta International Limited
Name :	Mr. A. B. Shah
Designation :	Nominee of GIIC Limited
Name :	Mr. M. S. Gilotra
Designation :	Managing Director
Name :	Mr. S. V. S. Raghavan
Designation :	Director
Name :	Mr. P. K. Behl
Designation :	Director
Name :	Mr. M. L. Tandon
Designation :	Director
Name :	Mr. Bimal Thakkar
Designation :	Director
Name :	Mr. Hemnabh Khatau
Designation :	Director
Name :	Dr. (Ms.) Kala S. Pant
Designation :	Director
Name :	Mr. Venkatesh Mysore
Designation :	Director

KEY EXECUTIVES

Name :	Mr. A. M. Fadia
Designation :	Director (Legal) and Company Secretary
Name :	Mr. A.R. Joshi
Designation :	Purchase Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.03.2014

Category of Shareholders	No. of Shares	Percentage of holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	1152600	3.19
Central Government / State Government(s)	2063174	5.71
Bodies Corporate	4565446	12.63
Sub Total	7781220	21.52
(2) Foreign
Bodies Corporate	4659129	12.89
Sub Total	4659129	12.89
Total shareholding of Promoter and Promoter Group (A)	12440349	34.41
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	31256	0.09
Financial Institutions / Banks	750177	2.07
Insurance Companies	350	0.00
Foreign Institutional Investors	23175	0.06
Any Others (Specify)	0	0.00
Sub Total	804958	2.23
(2) Non-Institutions
Bodies Corporate	3572180	9.88
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	13984844	38.68
Individual shareholders holding nominal share capital in excess of Rs. 0.100 million	4298251	11.89
Any Others (Specify)	1053270	2.91
Clearing Members	505105	1.40
Non Resident Indians	538062	1.49
Overseas Corporate Bodies	8550	0.02
Office Bearer	1178	0.00
Trusts	375	0.00
Sub Total	22908545	63.36
Total Public shareholding (B)	23713503	65.59
Total (A)+(B)	36153852	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	36153852	0.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl.No.	Name of the Shareholder	Details of Shares held		Encumbered shares (*)			Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
		No. of Shares held	As a % of grand total	No	As a percentage	As a % of grand total of sub-clause (I)(a)
1	Sumraj Holding Private Limited	6,36,923	1.76	0	0.00	0.00	1.76
2	Sumraj Holding Private Limited	3,53,850	0.98	0	0.00	0.00	0.98
3	Sunnidhi Trading Private Limited	8,75,000	2.42	0	0.00	0.00	2.42
4	Ria Holdings Limited	7,42,500	2.05	325000	43.77	0.90	2.05
5	Prachit Holdings Limited	7,42,500	2.05	325000	43.77	0.90	2.05
6	Pranay Holdings Limited	7,40,000	2.05	325000	43.92	0.90	2.05
7	Sameta Exports Private Limited	275	0.00	0	0.00	0.00	0.00
8	Sameta Exports Private Limited	475	0.00	0	0.00	0.00	0.00
9	Shree Anandeya Investments Private Limited	4,11,761	1.14	411761	100.00	1.14	1.14
10	Reeti Investments Limited	60,912	0.17	60912	100.00	0.17	0.17
11	Gujarat Industrial Investments Corporation Limited	20,63,174	5.71	0	0.00	0.00	5.71
12	J Chawla Mehta	11,52,600	3.19	0	0.00	0.00	3.19
13	Pallor Trading Company Private Limited	1,250	0.00	0	0.00	0.00	0.00
14	Treasurers Trading Limited	1,01,750	0.28	0	0.00	0.00	0.28
15	Arj Investment Limited	45,57,379	12.61	0	0.00	0.00	12.61
	Total	1,24,40,349	34.41	1447673	11.64	4.00	34.41

(*) The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares
1	State Bank of India Stressed Assets Management	723077	2.00
	Total	723077	2.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the business of manufacturing and selling of cement and clinker.

Products :

ITC Code No.	Product Description
25232901	Ordinary Portland Cement
25231000	Clinker

Brand Names :

“SIDHEE”

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Licensed Capacity *	Installed Capacity **	Actual Production
Cement	MT / PA	1200000	1200000	--
Cement (MT) (including reprocessed 616 MT)	MT	--	--	1211754
Clinker (MT) to the extent of quantity dispatched	MT	--	--	29725

* The Company’s product is exempt from licensing requirements under Industrial Policy in terms of Notification No. S.O. 477 (E) dated 25^th July, 1991.

** As certified by the management and relied upon by Auditors, being technical matter.

GENERAL INFORMATION

Customers :

• Patel Infrastructure Limited
• Simplex Infrastructure Limited
• AFCONS Infrastructure Limited
• Gammon India Limited
• Sarjan Construction Company    
• Adani Port Nirma Limited
• Backone Enterprises Limited
• Limak Soma JV Utilities   
• IVRCL      
• Sardar Sarovar Project   
• UP State Bridge Corporation Limited
• Sadbhav Engineers Limited
• Reliance Industries Limited
• Essar Oil Limited
• Gujarat Heavy Chemicals Limited
• IFFCO Limited
• Nirma Limited
• Indian Rayon

No. of Employees :

443 (Approximately)

Bankers :

• State Bank of India
• State Bank of Bikaner and Jaipur
• Union Bank of India
• HDFC Bank Limited, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013, Maharashtra, India
• Yes Bank Limited

Facilities :

Secured Loans	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
LONG-TERM BORROWINGS
Term loans
- From Banks	2.616	9.982
- From Other Parties	10.224	16.619
SHORT-TERM BORROWINGS
Loans repayable on demand
- From Banks	2.500	38.991
Total	15.340	65.592

Notes:

LONG-TERM BORROWINGS

Term loans from HDFC Bank Limited, Yes Bank and NBFCs in respect of finance availed for purchase of vehicles are secured by hypothecation of vehicles financed by them. The Loans are repayable in monthly equated instalments over 3 to 5 years.

SHORT-TERM BORROWINGS

The overdraft from bank is secured against pledge of FDRs of Rs.322.771 millions (previous year Rs.107.452 millions) and repayable on demand.

Banking Relations :	--
Auditors :
Name :	Manubhai and Company Chartered Accountant
Address :	Ahmedabad, Gujarat, India
Promoter companies together with its subsidiaries and associate companies holding more than 20% of the Equity Capital :	· Ria Holding Limited* · Pranay Holding Limited* · Reeti Investment Limited* · Prachit Holding Limited* · Sumaraj Holding Private Limited* · Villa Trading Company Private Limited · Sunnidhi Trading Private Limited · Shree Anandeya Investment Private Limited · Sameta Export Private Limited · Pallor Trading Company Private Limited · The Mehta International Limited · The Arj Investments Limited · Hopgood Investments Limited · Treasurer's Trading Limited · Gujarat Industrial Investment Corp. Limited · Industrial Construction Limited (holding company of Sameta Export Private Limited) · Sampson Limited (holding company of Villa Trading Company Private Limited) · Clarence Investments Limited (subsidiary of The Mehta International Limited) · Glenn Investments Limited (subsidiary of The Mehta International Limited) · Aber Investment Limited (subsidiary of The Mehta International Limited) · Monza Limited (subsidiary of The Mehta International Limited) · Samja Maurtius Limited (holding company of The Arj Investments Limited) *1035912 shares held as security by a bank in bank's name for financial assistance granted.
Name of a company in which policies are controlled by common key management personnel :	Saurashtra Cement Limited

CAPITAL STRUCTURE

AS ON 30.07.2013

Authorised Capital: Rs.5000.000 millions

Paid-up Capital: Rs.411.539 millions

AS ON 31.03.2013

Authorised Capital:

No. of Shares	Type	Value	Amount
500000000	Equity Shares	Rs.10/- each	Rs.5000.000 millions

Issued Capital:

No. of Shares	Type	Value	Amount
144816075	Equity Shares	Rs.10/- each	Rs.1448.161 millions

Subscribed Capital:

No. of Shares	Type	Value	Amount
36203932	Equity Shares	Rs.10/- each	Rs.362.039 millions

Paid-up Capital:

No. of Shares	Type	Value	Amount
36153852	Equity Shares	Rs.10/- each	Rs.361.539 millions
Add:	Forfeited Shares		Rs.0.530 million
	Total		Rs.362.069 millions

Notes:

Rights, preferences and restrictions:

(i) The Company has only one class of equity shares referred to as Equity shares having a par value of Rs.10. Each holder of equity share is entitled to one vote per share.

(ii) Dividends, if any, is declared and paid in Indian Rupees. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(iii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

Details of shares in the company held by each shareholder holding more than 5 percent shares:

S. No.	Name of the Shareholder	No. of shares	% of shareholding
1	Gujarat Industrial Investment Corporation Limited	2063174	5.71

Reconciliation of Paid up Share Capital:

Particulars	Amount (Rs. in millions)
Opening Balance	1446.154
Less : Reduction in Share Capital in terms of BIFR's order*	1084.615
Closing Balance	361.539

* Hon’ble Appellate Authority for Industrial and Financial Reconstruction (AAIFR) vide its order dated 23.10.2012 inter-alia held that the company’s net worth has turned positive as on 31.3.2010 and consequent thereto, the company has been discharged from Board of Industrial and Financial Reconstruction (BIFR). However, in the same order, Hon’ble AAIFR has reiterated its decision in Kunal Virenchee Sagar case holding that the BIFR’s jurisdiction continues un-interrupted and the BIFR is competent to exercise its jurisdiction under Section 18(5) of Sick Industrial Companies Act (SICA) and remanded the matter to BIFR. Hon’ble BIFR vide its order dated 6.12.2012 issued on 16.1.2013 sanctioned the Modified Draft Rehabilitation Scheme of the company inter-alia consisting of following main points:

(i) Reduction of paid up capital by 75%.

(ii) Fresh infusion of equity capital of Rs.500.000 millions consisting of 5 crore equity shares of Rs.10/- each at par to the Promoters, associates etc.

(iii) To complete the jetty at revised cost of Rs.597.200 millions.

In compliance with the aforesaid order, the Company’s paid up Share Capital was reduced by 75% from Rs.1446.154 millions consisting of 144615408 fully paid up Equity Shares of Rs.10/- each to Rs.361.539 millions consisting of 36153852 fully paid up Equity Shares of Rs.10/- each as at 25.2.2013, being the Record Date. The amount of reduction in capital of Rs.1084.616 millions has been adjusted towards accumulated losses of Rs.392.448 millions as on 31.3.2012 and balance amount of Rs.692.168 millions is credited to Capital Reserve account.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital	362.069	1446.684	1446.684
(b) Reserves & Surplus	1055.681	(389.753)	(444.912)
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	1417.750	1056.931	1001.772
(3) Non-Current Liabilities
(a) Long-term borrowings	12.840	26.601	29.117
(b) Deferred tax liabilities (Net)	38.578	0.000	0.000
(c) Other long term liabilities	49.915	48.507	49.007
(d) Long-term provisions	134.779	159.787	146.374
Total Non-current Liabilities (3)	236.112	234.895	224.498
(4) Current Liabilities
(a) Short term borrowings	2.500	38.991	26.433
(b) Trade payables	784.742	739.529	598.167
(c) Other current liabilities	262.199	276.222	332.515
(d) Short-term provisions	90.057	14.205	7.813
Total Current Liabilities (4)	1139.498	1068.947	964.928
TOTAL	2793.360	2360.773	2191.198
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	786.654	784.515	773.507
(ii) Intangible Assets	3.434	0.000	0.000
(iii) Capital work-in-progress	105.361	7.703	23.743
(b) Non-current Investments	0.010	0.014	0.054
(c) Deferred tax assets (net)	0.000	130.337	192.114
(d) Long-term Loan and Advances	145.847	106.804	75.109
(e) Other Non-current assets	30.965	56.900	4.811
Total Non-Current Assets	1072.271	1086.273	1069.338
(2) Current assets
(a) Current investments	0.006	0.000	0.000
(b) Inventories	665.080	555.679	474.167
(c) Trade receivables	161.117	160.478	351.079
(d) Cash and cash equivalents	587.685	313.107	120.293
(e) Short-term loans and advances	280.053	237.465	174.409
(f) Other current assets	27.148	7.771	1.912
Total Current Assets	1721.089	1274.500	1121.860
TOTAL	2793.360	2360.773	2191.198

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Revenue from Operations	4457.112	4389.571	3502.130
		Other Income	75.723	49.626	54.229
		TOTAL (A)	4532.835	4439.197	3556.359
Less	EXPENSES
		Cost of material consumed	532.724	552.937	442.886
		Changes in inventories of finished goods work-in progress and stock-in-trade	(19.029)	(3.172)	(59.520)
		Employee benefits expenses	229.199	208.071	174.153
		Other expenses	3214.756	3474.429	2995.762
		Exceptional items	(85.733)	0.000	(17.124)
		TOTAL (B)	3871.917	4232.265	3536.157
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		660.918	206.932	20.202
Less	FINANCIAL EXPENSES (D)		17.164	28.611	25.535
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		643.754	178.321	(5.333)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		65.276	61.385	55.082
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		578.478	116.936	(60.415)
Less	TAX (H)		175.362	61.777	(30.115)
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		403.116	55.159	(30.300)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(392.448)	(447.607)	(417.307)
Add	Adjustment against Share Capital		392.448	--	--
Less	APPROPRIATIONS
		Proposed Dividend	36.154	--	--
		Tax on Proposed Dividend	6.144	--	--
	BALANCE CARRIED TO THE B/S		360.818	(392.448)	(447.607)
	EARNINGS IN FOREIGN CURRENCY
		Export of goods calculated on F.O.B. basis	14.653	29.109	12.699
	TOTAL EARNINGS		14.653	29.109	12.699
	IMPORTS
		Components and spare parts	41.189	31.922	43.405
		Capital Goods	13.151	5.769	12.522
	TOTAL IMPORTS		54.340	37.691	55.927
	Earnings / (Loss) Per Share (Rs.)		11.15	1.53	(0.21)

QUARTERLY RESULTS

PARTICULARS	30.06.2013	30.09.2013	31.12.2013
Type	1^st Quarter	2^nd Quarter	3^rd Quarter
Net Sales	943.200	881.400	947.400
Total Expenditure	902.200	922.200	1128.100
PBIDT (Excl OI)	41.000	(40.800)	(180.800)
Other Income	15.000	13.300	13.900
Operating Profit	56.000	(27.500)	(166.900)
Interest	3.500	10.200	8.200
Exceptional Items	0.000	0.000	0.000
PBDT	52.600	(37.700)	(175.000)
Depreciation	16.700	16.800	22.400
Profit Before Tax	35.800	(54.500)	(197.400)
Tax	12.700	7.100	(58.400)
Provisions and contingencies	0.000	0.000	0.000
Profit After Tax	23.100	(61.700)	(139.000)
Extraordinary Items	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000
Net Profit	23.100	(61.700)	(139.000)

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	8.89	1.24	(0.85)
Net Profit Margin (PBT/Sales)	(%)	12.98	2.66	(1.73)
Return on Total Assets (PBT/Total Assets}	(%)	21.52	4.71	(3.06)
Return on Investment (ROI) (PBT/Networth)		0.41	0.11	(0.06)
Debt Equity Ratio (Total Debt/Networth)		0.01	0.06	0.06
Current Ratio (Current Asset/Current Liability)		1.51	1.19	1.16

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012	31.03.2013
	(INR in Mlns.)	(INR in Mlns.)	(INR in Mlns.)
Share Capital	1446.684	1446.684	362.069
Reserves & Surplus	(444.912)	(389.753)	1055.681
Net worth	1001.772	1056.931	1417.750
long-term borrowings	29.117	26.601	12.840
Short term borrowings	26.433	38.991	2.500
Total borrowings	55.550	65.592	15.340
Debt/Equity ratio	0.055	0.062	0.011

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2011	31.03.2012	31.03.2013
	(INR in Mlns)	(INR in Mlns)	(INR in Mlns)
Revenue from Operations	3502.130	4389.571	4457.112
		25.340	1.539

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(INR in Mlns)	(INR in Mlns)	(INR in Mlns)
Revenue from Operations	3502.130	4389.571	4457.112
Profit	(30.300)	55.159	403.116
	(0.87%)	1.26%	9.04%

LOCAL AGENCY FURTHER INFORMATION

Details of Current maturities of long-term debt:

Particulars	31.03.2013 (Rs. in millions)	31.03.2012 (Rs. in millions)	31.03.2011 (Rs. in millions)
Current maturities of long-term debt
(i) Financial Institutions	1.159	1.159	1.159
(ii) Banks - Book Overdraft	7.367	11.572	10.973
(iii) Others	6.395	6.467	5.000

Term loan of Rs.1.159 millions from a Financial Institution shown under Current maturities of long-term debts is secured by first mortgage on all movable and immovable assets of the Company, both present and future. The amount has since been paid.

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	No
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	Yes
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

LITIGATION DETAILS:

HIGH COURT OF GUJARAT

TAX APPEAL No. 128 of 2012

Status : PENDING

CCIN No : 001092201200128

Last Listing Date:

16/04/2013

Coram

· HONOURABLE MR.JUSTICE AKIL KURESHI · HONOURABLE MS JUSTICE SONIA GOKANI

S.NO.	Name of the Petitioner	Advocate On Record
1	COMMISSIONER OF INCOME TAX-III	MR PRANAV G DESAI for: Appellant(s) 1

S.NO.	Name of the Respondant	Advocate On Record
1	GUJARAT SIDHEE CEMENT LIMITED	NOTICE SERVED for :Opponent(s) 1 RULE NOT RECD BACK for :Opponent(s) 1

Presented On	: 17/02/2012	Registered On	: 22/02/2012
Bench Category	: DIVISION BENCH	District	: RAJKOT
Case Originated From	: THROUGH ADVOCATE	Listed	: 5 times
StageName	: FOR FINAL HEARING

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Office Objection

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Classification	DB - OJ - TAX APPEAL - INCOME TAX ACT, 1961 - APPEAL TO HIGH COURT - U/S 260 OF IT ACT - LONG TERM CAPITAL GAIN - U/S 54EA
Act	INCOME-TAX ACT, 1961

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LowerCourt Details

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FIR Details

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Other Forums

S.No.	CASEDETAILS	TRIBUNAL REFERRENCE	ORDER PASSED BY	JUDGEMENT DATE	PLACE
1	ITA 1156/RJT/2010	INCOME TAX APPELLATE TRIBUNAL, RAJKOT BENCH, RAJKOT	JUDICIAL MEMBER & ACCOUNTANT MEMBER	30/09/2011	RAJKOT
Detention Details

Office Details

S. No.	Filing Date	Document Name	Advocate Name	Court Fee on Document	Document Details
1	17/02/2012	CERTIFIED COPY	MR PRANAV G DESAI ADVOCATE for PETITIONER(s) 1	8	MR PRANAV G DESAI:1
2	17/02/2012	MEMO OF APPEAL/PETITION/SUIT	MR PRANAV G DESAI ADVOCATE for PETITIONER(s) 1	20	MR PRANAV G DESAI:1
Linked Matters

Court Proceedings

S. No.	Notified Date	Court Code	Board Sr. No.	Stage	Action	Coram
1	26/11/2012	9	14	ADJOURNED MATTERS	DISMISSED @ ADM.STAGE	· HONOURABLE MR.JUSTICE AKIL KURESHI · HONOURABLE MS JUSTICE SONIA GOKANI
2	04/04/2013	7	46	ADJOURNED MATTERS	NEXT DATE	· HONOURABLE MR.JUSTICE AKIL KURESHI · HONOURABLE MS JUSTICE SONIA GOKANI
3	09/04/2013	7	27	ADJOURNED MATTERS	NEXT DATE	· HONOURABLE MR.JUSTICE AKIL KURESHI · HONOURABLE MS JUSTICE SONIA GOKANI
4	16/04/2013	7	32	ADJOURNED MATTERS	RULE/ADMIT	· HONOURABLE MR.JUSTICE AKIL KURESHI · HONOURABLE MS JUSTICE SONIA GOKANI
Available Orders

S. No.	Case Details	Judge Name	Order Date	CAV	Judgement	Questions	Transferred
1	TAX APPEAL/128/2012	· HONOURABLE MR.JUSTICE AKIL KURESHI · HONOURABLE MS JUSTICE SONIA GOKANI	26/11/2012	N	ORDER	-	Y
2	TAX APPEAL/128/2012	· HONOURABLE MR.JUSTICE AKIL KURESHI · HONOURABLE MS JUSTICE SONIA GOKANI	16/04/2013	N	ORDER	-	Y
Tagged Order

Certified Copy

S. No.	Applicant Name	Application Type	Application Date	UOL Number	Order Date	Notify Date	Delivery Date	Status	Nature Of Document
1	MR PRANAV G DESAI	ORDINARY	30/11/2012	O/39315/2012	26/11/2012	01/12/2012	03/12/2012	Delivered	ORDER
Stake Holders

INDEX OF CHARGES:

S. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10340668	29/02/2012	68,600,000.00	HDFC BANK LIMITED	HDFC BANK HOUSE, SENAPATI BAPAT MARG, LOWER PAREL (WEST), MUMBAI – 400 013, MAHARASHTRA, INDIA	B34364125
2	10329316	09/01/2012	3,260,000.00	HDFC BANK LIMITED	HDFC BANK HOUSE, SENAPATI BAPAT MARG, LOWER PAREL (WEST), MUMBAI – 400 013, MAHARASHTRA, INDIA	B29739240
3	80046655	15/09/1989 *	1,400,000.00	THE NEW INDIA ASSURANCE COMPANY LIMITED	NEW INDIA ASSURANCE BUILDING, 87, M.G. ROAD, MUMBAI – 400 023, MAHARASHTRA, INDIA	-
4	80046658	15/09/1989 *	1,400,000.00	UNITED INDIA INSURANCE COMPANY LIMITED	24, WHITES ROAD, CHANNAI, TAMILNADU - 600014, INDIA	-
5	80047603	29/08/2008 *	1,000,000.00	THE ORIENTAL INSURANCE COMPANY LIMITED	ORIENTAL HOUSE, ASAF ALI ROAD, P.B. NO.7037, NEW DELHI – 110 002, INDIA	A45566288

* Date of charge modification

THE YEAR:

The slowdown in the economy resulted in an overall average growth rate of the eight core industries (including cement, steel, fertilizer, oil, gas etc.) during April, 2012 to March, 2013 to 2.6 percent from 5 percent for the same period previous year. The cement production still grew at 5.6 percent, even though it was lower than the average growth in the previous years.

Cement consumption in Gujarat registered a 5 percent growth over the previous year, which although lower than the average annual growth rate of around 9 percent during the previous five-year period, is better than many other regions of the country. The consumption growth could have been better, but for delayed and deficient monsoons. The State received only 73 percent of the normal average rainfall and the Saurashtra region is the worst affected with rainfall of 57 percent of the normal.

The abnormal increase in the price of diesel, by around 15 percent, had a cascading effect on the manufacturing cost as well as cost of delivery for cement. The increase in rail freights (varying between 11 to 25 percent) also adversely affected the cost of delivering cement to customers. The increase in excise duty by 2 percent was an additional burden on the industry.

The slow economic growth resulted in better availability of power and the lower prices prevailing in the energy exchange under Open Access gave an opportunity to reduce the cost of power, resulting in better profits.

Better prices in local markets and higher volumes and realisation from exports helped improve profitability.

PERFORMANCE REVIEW

Production and Sales

The production of clinker and cement for the year ended March 2013 was 1.15 million tonnes and 1.25 million tonnes, which is 101 percent and 104 percent of the rated capacity of the plant. However, the clinker and cement production is lower than the previous year, as extended stoppage of kiln was taken for specific modifications in order to improve the long-term reliability of the machinery.

The cost of fuel remained at the last years’ levels. The procurement of power from the energy exchange under Open Access has assisted in maintaining the manufacturing cost. The energy efficiency of the plant was affected due to changed characteristics of the available limestone, quality of which is deteriorating.

The total sale of cement and clinker was 1.26 million tonnes as against 1.40 million tonnes in the previous year. Better distribution of available cement in the domestic markets helped in reducing freight cost. This, coupled with better prices contributed to significant improvement in profits. The export volumes and realisations also helped improve profits.

Exports

The direct export of cement for the year ended March 2013 was 4,900 metric tonnes as compared to 9,800 metric tonnes in the previous year. The exports continued to be low on account of unremunerative prices and high cost of transportation to the available port.

Reduction of capital

Company’s paid up Share Capital was reduced by 75% (Seventy five percent) from Rs.1446.154 millions consisting of 144615408 fully paid up Equity Shares of Rs.10/- each to Rs.361.539 millions consisting of 36153852 fully paid up Equity Shares of Rs.10/- each in compliance of the order of the Hon’ble Board for Industrial and Financial Reconstruction (BIFR) dated 6.12.2012 issued on 16.1.2013 as on 25.2.2013, being the Record Date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure and Development

The all India cement production during the period April, 2012 to March, 2013 registered a cumulative growth of 5.6 percent as against 6.7 percent during the corresponding period of last year. The cumulative growth for the eight core industries (coal, crude oil, natural gas, refinery products, fertilisers, steel, cement and electricity) is 2.6 percent as against 5 percent in the previous year. The capacity addition during the year 2012 is around 35 million tonnes. The surplus capacity available in Gujarat and Rajasthan, coupled with entry of new players in the already fragmented markets result in high price volatility and variations in prices in different regions and different periods of time.

Future Outlook

Though the economic growth is marginally low, the sustained policies on the need of infrastructure facilities and the housing needs of the population will enhance the consumption of cement further in the country. Compared with other core industries, the growth of cement industry is better, though it is lower than the previous year. The long-term future of the cement industry is optimistic and positive. However, due to addition of new plants with large capacities, the capacity utilization would continue to be low. In the state of Gujarat, there is likely to be a large surplus of capacity over demand for the near future, which may affect the stability of cement prices. A large part of production therefore will need to be exported or transported to longer distances, in other states like Maharashtra, Karnataka and Kerala.

Segment Review and Analysis

During the year, the company has produced and sold mainly cement of different varieties like Ordinary Portland Cement (OPC) and Portland Pozzolana Cement (PPC). The company also sold clinker, which is intermediate product for the manufacture of cement. The bulk of the revenue and profitability comes from the sale of cement.

AUDITED FINANCIAL RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED 31^ST MARCH, 2014 (STANDALONE)

(Rs. in millions)

Particulars	Three Months Ended		Year Ended
	31.03.2014	31.12.2013	31.03.2014
	Unaudited	Unaudited	Audited
PART-I
1. Income from operations
(a) Sales/income from operations	1478.154	1052.773	4556.891
Less: Excise Duty	163.548	109.187	484.531
Net sales/income from operations (net of excise duty)	1314.606	943.586	4072.360
(b) Other Operating Income	10.885	3.776	25.132
Total income from operations (net)	1325.491	947.362	4097.492
2. Expenses
a) Cost of materials consumed	152.866	113.969	507.449
b) Changes in inventories of finished goods, work in process and stock-in-trade	(34.332)	100.095	53.778
c) Employee benefits expense	70.695	69.677	268.073
d) Depreciation and amortisation expense	20.712	22.377	76.629
e) Stores and repairs expenses	38.968	172.611	377.278
f) Freight Expenses	212.069	159.921	657.681
g) Power and Fuel Expenses	563.929	398.210	1768.741
h) Other expenses relating to operations	111.767	113.655	435.536
Total expenses	1136.674	1150.515	4145.165
3. Profit from Operations before Other Income, Interest and Exceptional Items (1-2)	188.817	(203.153)	(47.673)
4. Other Income	39.511	13.916	81.700
5. Profit from ordinary activities before finance costs and exceptional items (3+4)	228.328	(189.237)	34.027
6. Finance costs	8.142	8.159	29.953
7. Profit from ordinary activities after finance costs but before exceptional items (5-6)	220.186	(197.396)	4.074
8. Exceptional items	--	--	--
9. Profit from ordinary activities before tax (7+8)	220.186	(197.396)	4.074
10. Tax expense
- Income Tax Current/ MAT	20.860	--	20.860
- MAT Credit Entitlement	(20.860)	--	(20.860)
- Deferred Tax Adjustments	69.890	(58.418)	31.312
Total Tax Expenses	69.890	(58.418)	31.312
11. Net Profit/(Loss) from ordinary activities after tax (9-10)	150.296	(138.978)	(27.238)
12. Paid-up equity share capital (Face value - Rs.10 per equity share)	362.069	362.069	362.069
13. Reserves excluding revaluation reserve as per balance sheet of previous accounting year	--	--	1028.443
14. Basic Earnings per share (of Rs.10 each) (not annualised)	4.16	(3.84)	(0.75)
15. Diluted Earnings per share (of Rs.10 each) (not annualised)	4.15	(3.84)	(0.75)
PART-II
A. Particulars of Shareholding
1. Public shareholding
- No. of shares*	23713478	23713478	23713478
- Percentage of shareholding	65.59%	65.59%	65.59%
2. Promoters And Promoter Group Shareholding
a) Pledged/ Encumbered
- Number of Shares	1484422	1484422	1484422
- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	11.93%	11.93%	11.93%
- Percentage of shares (as a % of the total share capital of the company)	4.11%	4.11%	4.11%
b) Non Encumbered
- Number of Shares	10955952	10955952	10955952
- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	88.07%	88.07%	88.07%
- Percentage of shares (as a % of the total share capital of the company)	30.30%	30.30%	30.30%

* does not include 1035912 shares in the name of lender pledged by the promoters.

Particulars	For the quarter ended 31.03.2014
B. Investor complaints
Pending at the beginning of the quarter	0
Received during the quarter	6
Disposed of during the quarter	7
Remaining unresolved at the end of the quarter	1

STATEMENT OF ASSETS AND LIABILITIES:

(Rs. in millions)

SOURCES OF FUNDS	31.03.2014 (Audited)
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital	362.069
(b) Reserves & Surplus	1028.443
(2) Share Application money pending allotment	50.000
Total Shareholders’ Funds (1) + (2)	1440.512
(3) Non-Current Liabilities
(a) Long-term borrowings	5.993
(b) Deferred tax liabilities (Net)	69.890
(c) Other long term liabilities	50.381
(d) Long-term provisions	202.322
Total Non-current Liabilities (3)	328.586
(4) Current Liabilities
(a) Short term borrowings	193.158
(b) Trade payables	734.198
(c) Other current liabilities	271.196
(d) Short-term provisions	14.039
Total Current Liabilities (4)	1212.591
TOTAL	2981.689
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1201.054
(ii) Intangible Assets	4.974
(iii) Capital work-in-progress	25.538
(b) Non-current Investments	78.288
(c) Deferred tax assets (net)	0.000
(d) Long-term Loan and Advances	266.211
(e) Other Non-current assets	59.855
Total Non-Current Assets	1635.920
(2) Current assets
(a) Current investments	0.006
(b) Inventories	579.773
(c) Trade receivables	167.248
(d) Cash and cash equivalents	409.418
(e) Short-term loans and advances	173.927
(f) Other current assets	15.397
Total Current Assets	1345.769
TOTAL	2981.689

Notes:

1. The Company has only one business segment i.e. 'Cement/Clinker'.

2. Basic and Diluted Earnings per share for all periods has been adjusted for reduction in number of shares as per Accounting Standard 20.

3. The figures for the quarter ended March 31, 2014 and quarter ended March 31, 2013 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the relevant financial year.

4. During the quarter, the Company has acquired 100% shares in Villa Trading Company Private Limited for Rs.43.278 millions and further invested Rs.35.000 millions in 70,00,000 Optimally Fully Convertible Debentures of Rs.100 each, Rs.5 paid up of Villa Trading Company Private Limited.

5. The Company has received share application money of Rs.50.000 millions for 50,00,000 Equity Shares of Rs.10 each (since allotted) pursuant to the order of Hon'ble BIFR dated December 6, 2012 issued on January 16, 2013 from Bhadra Consultancy Private Limited, a promoter Company.

6. The above audited Financial Results for the fourth quarter and year ended March 31, 2014 were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on May 31, 2014.

FIXED ASSETS:

Tangible Assets

· Land (Freehold)

· Land (Leasehold)

· Buildings

· Plant and Equipments

· Furniture and Fixtures

· Vehicles

· Computers

· Office Equipments

· Railway Sidings

Intangible Assets

· Computer Software including Licence Fees

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.60.16
UK Pound	1	Rs.102.23
Euro	1	Rs.82.04

INFORMATION DETAILS

Information Gathered by :	PRT
Analysis Done by :	KAR
Report Prepared by :	SMN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	-
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		27

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.