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Anjani Portland Cement Ltd.

BSE: 518091 Sector: Industrials
NSE: APCL ISIN Code: INE071F01012
BSE 00:00 | 27 Jan 200.50 -6.20
(-3.00%)
OPEN

202.70

HIGH

203.55

LOW

200.05

NSE 00:00 | 27 Jan 201.20 -6.00
(-2.90%)
OPEN

201.80

HIGH

207.00

LOW

200.05

OPEN 202.70
PREVIOUS CLOSE 206.70
VOLUME 4001
52-Week high 234.90
52-Week low 82.25
P/E 9.39
Mkt Cap.(Rs cr) 507
Buy Price 200.05
Buy Qty 26.00
Sell Price 200.50
Sell Qty 1.00
OPEN 202.70
CLOSE 206.70
VOLUME 4001
52-Week high 234.90
52-Week low 82.25
P/E 9.39
Mkt Cap.(Rs cr) 507
Buy Price 200.05
Buy Qty 26.00
Sell Price 200.50
Sell Qty 1.00

Anjani Portland Cement Ltd. (APCL) - Director Report

Company director report

Your Directors take pleasure in presenting the Thirty Sixth Annual Report and theAudited Accounts of the Company for the year ended March 312020.

FINANCIAL RESULTS

(' in Lakhs)

Current Year Ended 31/03/2020 Previous Year Ended 31/03/2019
Revenue from Operations (Gross) 40893 43747
Profit before Interest Depreciation 8393 5750
Less: Interest 33 172
Less: Depreciation 2004 1913
Profit/(Loss) Before Tax 6356 3665
Provision for Taxation including deferred Tax 2321 1349
Profit/(Loss) After Tax 4035 2316
Appropriations
Dividend 632.14 505.71
Dividend Distribution Tax 129.94 103.95

DIVIDEND

Your Directors have recommended a final dividend of ' 5 /- per equity share (subject todeduction of tax at source) for the financial year 2019-20. The Dividend subject to theapproval of the shareholders at the ensuing Annual General Meeting will be paid within thetime as stipulated in the Companies Act 2013. The dividend will absorb an amount of '1264.28 lakhs.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves out of profits for thefinancial year 2019-20.

PERFORMANCE OF THE COMPANY

CEMENT

PRODUCTION in M.T SALES in M.T
Cement 829656 1050330*

including 224098 MT of traded cement

CAPTIVE POWER PLANT

The Gross power generation from the 16MW Captive Thermal Power Plant during the yearunder review was 765.11 lakh units as against 928.73 lakh units in the previous year withan auxiliary consumption of 60.12 lakh units as against 72.25 lakh units in the previousyear. The Net generation for the current year was 704.99 lakh units as against 856.48 lakhunits last year of the net units generated in the current year 697.74 lakh units werecaptively consumed and 7.25 lakh units were sold.

OPERATIONS

This is covered under the topic Management Discussion and Analysis.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Based on the compliance systems established and maintained by the Company the workperformed by the internal statutory secretarial auditor and external consultantsincluding the audit of internal financial controls over financial reporting by statutoryauditors along with the Company's self-assessment procedures the Board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year ended March 312020.

DEPOSITS

During the year under review your Company has neither accepted nor renewed anydeposits from the public within the meaning of Section 73 of the Act and the Companies(Acceptance of Deposits) Rules 2014.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance along with the Management Discussion andAnalysis Statement as required under the Listing Regulations forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. V. Subramanian and Mr. P. Gopal Independent Directors having completed their termof five years have conveyed their inability to continue for a second term with effect fromMay 15 2019.

Mr. N. Venkat Raju was appointed as Additional Director and Managing Director of theCompany at the Board of Director's Meeting held on January 24 2020 subject to approvalof shareholder in ensuing Annual General Meeting ("AGM"). Accordingly necessaryresolution approving his appointment as Managing Director is set out as Item No. 6 to theNotice of the AGM for the approval of the members.

Mr. A. Subramanian having completed his tenure as the Managing Director on January 182020 is continuing as Non-Executive Director of the Company effective from January 192020.

Further in compliance with the Companies Act 2013 Mr. V. Palaniappan and Mr. A.Subramanian NonExecutive Director's retires by rotation and being eligible offersthemselves for re-appointment.

All the Independent Directors have given their declarations stating that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. In the opinion of the Board they fulfill the conditionsof independence as specified in the Act and the Listing Regulations.

During the period Mrs. Anu Nair Company Secretary (KMP) and Compliance Officer of theCompany resigned effective from October 1 2 201 9 and Mr. Rohit Taparia has beenappointed as Company Secretary and Compliance Officer effective from April 012020.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration policy enumerates the policy on Directors Appointmentand remuneration including criteria for determining qualifications positive attributesindependence of a director. Other details pertaining to the Nomination and RemunerationCommittee have been provided in the Corporate Governance section of this Annual Report.

The Nomination and Remuneration policy of the Company is available on the Company'swebsite athttp://www.anianicement.com/investor/corporateqovernance/Nomination_Remuneration_Policy1.pdf.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company.

AUDITORS

a) Statutory Auditors: The Statutory Auditors of your Company M/s Ramanatham &Rao have been re-appointed as Statutory Auditors for a second term of five years at theAGM held in year 2019. Further in terms of the Notification issued by the Ministry ofCorporate Affairs dated May 07 2018 the proviso requiring ratification of the Auditorsappointment by the shareholders at each AGM has been omitted.

b) Secretarial Auditor: Pursuant to the provisions of Section 204 of the CompaniesAct 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Secretarial Audit for the financial year 2019-20 has been carried out by Mrs.Shailashri Bhaskar Practising Company Secretary and continues to be the SecretarialAuditor for the Financial Year 2020-21.

c) Cost Auditor: In terms of the provisions of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Board ofDirectors based on the recommendation of the Audit Committee has appointed M/s NarasimhaMurthy & Co. Cost Accountants Hyderabad as Cost Auditor of the Company forconducting the Cost Audit for the Financial Year 2020-21 on a remuneration of ' 200000/-(Two Lakhs only) plus applicable taxes and out of pocket expenses. A resolution seekingMember's ratification for the remuneration payable to the Cost Auditor forms part of theNotice of 36th Annual General Meeting. The company is required to maintain cost records asspecified by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013 and accordingly such accounts and records are made and maintained.

The Auditor's report and Secretarial Audit Report do not contain any qualificationsreservations or adverse remarks. Report of the Secretarial Auditor is annexed as AnnexureV and is a part of this report.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is a part of this Report. During the year allrecommendations of the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has fulfilled its obligation towards Corporate Social Responsibility forthe financial year 2019-20 by spending a sum of ' 8696636 during the year. The reporton CSR activities as required under Section 135 of the Companies Act 2013 is given as AnnexureIV forming part of this Report. The CSR policy is available on the Company's website.For other details regarding the CSR committee please refer to the Corporate GovernanceReport.

RISK MANAGEMENT POLICY

The management of the Company is spearheaded by a Whole Time Managing Director and riskassessment and mitigation forms a concurrent part of the management process. Periodicalreviews of various operational marketing and legal parameters affecting the Company asper the Risk Management Policy is conducted and risk management and mitigating proceduresare adopted on a continuous basis.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy with a view to provide a platform forthe directors and employees to report genuine concerns or grievances. The policy isavailable on http://www.anjanicement. com/investor/corporateqovernance/ViqilMechanism.pdf

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has framed Anti Sexual Harassment Policy. The same is available on thewebsite of the Company at www.anjanicement.com. Your Company has complied with provisionsrelating to the constitution of Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

No complaint was filed during the financial year 2019-20.

BUSINESS RESPONSIBILITY REPORT

SEBI vide its Notification no. No. SEBI/LAD-NRO/GN/2019/45 dated December 26 2019SEBI LODR (Fifth Amendment) Regulation 2019 had mandated inclusion of BusinessResponsibility Reports(BRR) as part of the Annual Reports for top 1000 listed entitiesbased on market capitalization as on March 31 of every financial year. A detailed reporton your Company's sustainability initiatives is published in the Business ResponsibilityReport which is forming part of Annual Report. The BRR describes the initiatives taken bythe Company from an environment social and governance perspective.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 ( the "Act") is enclosed as Annexure I in theprescribed form MGT-9 and forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met Six times during the Financial Year 2019-20.The details of Board Meetings are provided in the Corporate Governance Report. The gapintervening between two meetings of the board is within the stipulated time frameprescribed in the Companies Act 2013 and SEBI (LODR) Regulations.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

There have been no loans guarantees and investments under Section 186 of the Actduring the financial year 2019-20.

TRANSACTIONS WITH RELATED PARTIES

All related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013. There are no materially significant related party transactions made by theCompany with Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large. In terms of Section134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 the particularsof the material contract or arrangement entered into by the Company with related partiesas referred to in Section 188 in form AOC-2 is attached as Annexure II of thisreport. However the details of the transactions with the Related Parties are provided inthe Company's financial statements in accordance with the Accounting Standards. Furthershareholder's approval is obtained pursuant to Section 188 of the Companies Act 2013 andRegulation 23(4) of the SEBI (LODR) Regulation 2015 in AGM 2019 for company to enter intoMaterial Related Party transactions with Chettinad Cement Corporation Private Limited("CCCPL"). In the ensuing AGM it is proposed to fix a maximum aggregate value of' 200 Crore per financial year starting from F.Y. 2020-21 for a period of three financialyears for the Material Related Party Transactions. Omnibus approval is obtained for thetransactions which are foreseen and repetitive in nature. A statement of all related partytransactions is presented before the Audit Committee and the Board on a quarterly basisspecifying the nature value and terms and conditions of the transactions.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes affecting the financial position of the Company.However production and sales went down since last week of March 2020 due to breakout ofthe COVID-19 pandemic in the entire country due to which the Company had to temporarilysuspend operations in its manufacturing unit / plant in the state of Telengana from March23 2020 to April 29 2020 in compliance with order issued by the Government of Telanganaand Central Government guidelines.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a) Transfer of Unclaimed Dividend: As required under Section 124 of the Act theUnclaimed Dividend amount aggregating to ' 681016/- pertaining to the financial yearended on March 31 2012 lying with the Company for a period of seven years was transferredduring the financial year 2019-20 to the Investor Education and Protection Fundestablished by the Central Government.

b) Transfer of shares to IEPF: As required under Section 124 of the Act 31600equity shares in respect of which dividend has not been claimed by the members for sevenconsecutive years or more have been transferred by the Company to the Investor Educationand Protection Fund Authority (IEPF) during the financial year 2019-20. Details of sharestransferred have been uploaded on the website of IEPF as well as the Company.

Mr. Rohit Taparia Company Secretary has been appointed as Nodal Officer of the Companyeffective from June 29 2020.

PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made there-underin respect of employees of the Company is as follows:-

The ratio of the remuneration of each director to the median remuneration of theemployees of the

Company for the financial year;

Directors Ratio to Median Remuneration
Non-Executive Directors
Mrs. V. Valliammai

-

Mr. A. Subramanian (from 19.01.2020)

-

Mr. RM. Palaniappan (from 16.05.2019)

-

Mr. V. Palaniappan (from 16.05.2019)

-

Dr.(Mrs.) S.B. Nirmalatha

-

Mr. P Gopal (upto 15.05.2019)

-

Mr. V. Subramanian (upto 15.05.2019)

-

Executive Directors
Mr. N. Venkat Raju (from 24.01.2020) 2.41 times
Mr. A. Subramanian (upto 18.01.2020) 8.29 times

The median remuneration of the employees of the Company for the financial year 2019-20is ' 4.85 lakhs.

The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the Financial year;

Directors Percentage Increase in Remuneration
Non-Executive Directors
Mrs. V. Valliammai

-

Mr. A. Subramanian (from 19.01.2020)

-

Mr. RM. Palaniappan (from 16.05.2019)

-

Mr. V. Palaniappan (from 16.05.2019)

-

Dr.(Mrs.) S.B. Nirmalatha

-

Mr. P Gopal (upto 15.05.2019)

-

Mr. V. Subramanian (upto 15.05.2019)

-

Executive Directors
Mr. N. Venkat Raju (from 24.01.2020)

-

Mr. A. Subramanian (upto 18.01.2020)

-

CFO and CS
Mr. M.L. Kumavat 7.50
Mrs. Anu Nair 12.00

The percentage increase in the median remuneration of employees in the financial year2019-20 is 15.11%.

The number of permanent employees on the rolls of Company: 278.

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last Financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

On an average salaries of employees increased by 11.52%.

There has been no change in the managerial remuneration for the year underconsideration.

Statement containing Particulars of Employees pursuant to Section 197 (12) of theCompanies Act 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. However as per theprovisions of Sections 134 and 136 of the Companies Act 2013 the Report and FinancialStatements are being sent to the Members and others entitled thereto excluding theStatement containing Particulars of Employees which is available for inspection by theMembers at the Registered Office of the Company during business hours on all working

days (except Saturdays) up to the date of ensuing Annual General Meeting. Any Memberinterested in obtaining a copy of such Statement may write to the Company Secretary at theRegistered Office of the Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS COURTS TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN THE FUTURE

There has been no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations.

BOARD EVALUATION

Based on the parameters set out by the Nomination and Remuneration Committee the Boardof Directors carried out an annual evaluation of its own performance including that ofits Committees and Individual Directors. Further in a separate meeting of IndependentDirectors the performance of non-independent directors the Board as a whole and theChairperson of the Company were evaluated. Performance of the independent Director's wasevaluated by the entire Board excluding the directors being evaluated.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under 134 (3)(m) of the Companies Act 2013 and the Rulesprescribed thereunder are set out in Annexure III to this report.

SUBSIDIARY COMPANIES

Your Company has no subsidiaries within the meaning of Section 2(6) of the CompaniesAct 2013.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013 the Directors herebyconfirm that:-

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures are made from the same.

b) Appropriate accounting policies have been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitsof the Company for the period;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

e) Appropriate Internal Financial Controls have been laid down and followed and suchinternal financial controls are adequate and operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws andsuch systems are adequate and operating effectively.

IMPACT OF COVID-19 PANDEMIC

The COVID-19 pandemic has resulted in a significant decrease in the economic activitiesacross the country on account of lockdown that started on March 23 2020. The Governmenthas ordered temporarily closure of all non-essential businesses imposed restrictions onmovement of goods/ material travel etc. Further Company had to temporarily suspend andclose its operations in its Cement manufacturing Unit in the state of Telangana from March23 2020 to April 29 2020 in order to control the community transmission/spread ofCovid-19 pandemic. Looking at the nature of business these restrictions had substantiallyreduced our manufacturing operations.

Your Company has implemented Work from Home Policy for its offices wherever possible.Further strict COVID protection protocol have been implemented at all workplacesincluding the Plant. The workers are being provided mask during work work place aregetting sanitized regularly reduced number of workers operating in shifts so that workplace is not over crowded at one time etc. and if required may close down its operationon directions from central/state government.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

ACKNOWLEDGEMENT

The Board of Directors wish to thank all the shareholders statutory bodies anddepartments of the State and Central Government and Bankers Suppliers Customers and allemployees for their valuable support to the Company.

On Behalf of the Board of Directors
Mrs. V Valliammai
Place: Chennai Chairperson & Director
Date: June 29 2020 DIN: 01197421

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