MANAGEMENT DISCUSSION & ANALYSIS
To the Members
The Directors have the pleasure in presenting the 100th Annual Report on the businessand operations of the Company together with the Audited Financial Statements of theCompany and its Subsidiaries for the year ended 31st March 2020. The ManagementDiscussion and Analysis has also been incorporated into this Report.
The Company's financial performance (standalone and consolidated) for the year ended31st March 2020 and its comparison with the previous year is summarised below:
( Rs in Crore)
| ||STANDALONE ||CONSOLIDATED |
|PARTICULARS ||31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
|Revenue from Operations (Gross) ||4746.60 ||4423.58 ||6915.69 ||6548.73 |
|Total Revenue ||4829.08 ||4504.66 ||7000.82 ||6627.20 |
|Profit before Finance Costs Tax Depreciation Amortization Minority Interest and Exceptional items ||757.53 ||486.60 ||1421.10 ||1027.08 |
|Finance Costs ||185.23 ||178.06 ||387.67 ||370.52 |
|Profit before Tax Depreciation Amortization Minority Interest and Exceptional items ||572.30 ||308.54 ||1033.43 ||656.56 |
|Depreciation and Amortization Expense ||151.18 ||148.53 ||351.91 ||339.12 |
|Exceptional items ||- ||- ||- ||- |
|Tax Expense (Net) ||105.28 ||22.23 ||176.34 ||61.74 |
| ||256.46 ||170.76 ||528.25 ||400.86 |
|Profit for the year ||315.84 ||137.78 ||505.18 ||255.70 |
|Profit for the year attributable to non-controlling interest ||- ||- ||- ||0.01 |
|Profit for the year attributable to owner of the Parent ||315.84 ||137.78 ||505.18 ||255.69 |
|Re-measurement of the defined benefit plans (net of tax expenses) ||(6.56) ||0.50 ||(6.98) ||0.47 |
|Finance Lease adjustment due to Ind AS 116 (net of tax expenses) ||(0.52) ||- ||(0.97) ||- |
|Total Surplus during the year ||308.76 ||138.28 ||497.23 ||256.16 |
|Surplus as per the last Financial Statements* ||353.48 ||346.96 ||513.89 ||389.49 |
|Appropriations: || || || || |
|Debenture Redemption Reserve ||17.67 ||21.42 ||17.67 ||21.42 |
|Dividend paid on Ordinary Shares ||57.75 ||50.05 ||57.75 ||50.05 |
|Corporate Dividend Tax on Dividend ||11.87 ||10.29 ||11.87 ||10.29 |
|General Reserve ||- ||50.00 ||- ||50.00 |
|Net Surplus ||574.95 ||353.48 ||923.83 ||513.89 |
* After adjustment of re-measurement of the defined benefit plans (net of tax expenses)
FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
During the financial year 2019-2020 the Company achieved consolidated revenue of Rs7001 crore an increase of 5.6% as compared to Rs 6627 crore in the previous year. TheCompany recorded its highest ever consolidated EBIDTA and cash profit in financial year2019-2020 at Rs 1421 crore and Rs 1033 crore respectively registering a growth of 38%in EBIDTA and 57% in cash profit over the previous year. Consolidated Net Profit for theyear 2019-2020 at Rs 505 crore was 98% higher than the previous year.
The Directors are pleased to recommend a dividend of Rs 7.50 per share (i.e. 75%) on77005347 Ordinary Shares for the year ended 31st March 2020 aggregating to Rs 57.75crores as compared to Rs 69.63 crores (including Corporate Dividend Tax of Rs 11.87crores) in the previous year. The dividend recommended is in accordance with the Company'sDividend Distribution Policy. The Dividend Distribution Policy of the Company is annexedhereto and marked as Annexure A forming part of the Directors' Reportand is also uploaded on the Company's website athttp://www.birlacorporation.com/investors/policies/dividend-distribution-policy.pdf.
Dividend is subject to approval of Members at the ensuing Annual General Meeting (AGM).In view of the changes made under the Income Tax Act 1961 by the Finance Act 2020dividends paid or distributed by the Company shall be taxable in the hands of the Members.The Company shall accordingly make the payment of the Dividend after deduction of tax atsource as per the rules as may be applicable at prescribed rates as per the Income TaxAct 1961.
TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of profit for thefinancial year 2019-2020 in the profit and loss account.
The paid up Equity Share Capital as on 31st March 2020 stood at Rs 77.01 crores.During the year under review the Company has not issued shares with differential votingrights nor has granted any stock options or sweat equity. As on 31st March 2020 none ofthe Directors of the Company holds instruments convertible into equity shares of theCompany.
The Company has prepared its financial statements as per IND AS requirement for thefinancial year 2019-2020. The estimates and judgments relating to the financial statementsare made on a prudent basis so as to reflect in a true and fair manner the form andsubstance of transactions and reasonably present the Company's state of affairs profitsand cash flows for the year ended 31st March 2020.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in accordance withthe provisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 by following applicable IND AS issued by the Institute ofChartered Accountants of India and forms an integral part of this Report.
MATERIAL CHANGES AND COMMITMENTS
Material changes and commitments affecting the financial position of the Company whichhave occurred between the end of the financial year 2019-2020 and the date of this Reportis given below:
Impact of COVID-19 on financial performance
In view of the COVID-19 pandemic lockdown was imposed across the country by thecentral/state government on various dates between 22nd March 2020 and 25th March 2020which affected the manufacturing and sales operations of the Company and its subsidiaries.The lockdown was further extended from time to time which interrupted the productionsupply chain disruption etc. However the operations of the Company and its subsidiarieshave commenced in a phase manner since April/ May 2020 conforming to the guidelines of theregulatory authorities and having regard to social distancing norms safety health andwellbeing of the workers and employees at various locations/units of the Company toprevent the spread of COVID-19. The Company has considered external and internalinformation for developing various assumption for assessing the fair value of assets andliabilities the impact whereof may differ from the estimates taken as on the date of thisReport.
KEY FINANCIAL RATIOS
The key financial ratios of the Company showing financial performance for the financialyear ended 31st March 2020 are given herein below:
|Sl. No. ||Financial Ratios ||2019-2020 ||2018-2019 |
|1. ||Debtors Turnover ||25.39 ||24.99 |
|2. ||Inventory Turnover ||40.56 ||47.29 |
|3. ||Interest Coverage ratio* ||4.09 ||2.73 |
|4. ||Current Ratio ||1.49 ||1.62 |
|5. ||Debt Equity Ratio ||0.46 ||0.54 |
|6. ||Operating Profit Margin (%)* ||14.22 % ||9.17% |
|7. ||Net Profit Margin (%)* ||6.65 % ||3.11% |
|8. ||Return on Net Worth * ||8.96 % ||4.05% |
*Interest Coverage Ratio Operating Profit Margin Net Profit Margin and Return on NetWorth are higher for the year ended 31st March 2020 due to higher EBIDTA.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the financialyear 2019-2020.
(a) INDUSTRY STRUCTURE AND DEVELOPMENTS:
Demand for cement in India witnessed a robust growth of around 13 per cent in fiscal2018-2019. At least 338 million tons (mt) of cement was consumed during 2018-2019 up from299 mt in the previous year. At the beginning of 2019-2020 it was expected that demandfor cement would continue to grow at a compounded annual rate of at least 4 per cent overthe next few years balancing out capacity addition. But fiscal 2019-2020 failed to liveup to its expectations.
The year started with unavoidable disruptions in the economy due to the GeneralElection. Cement demand was impacted as construction activities slowed down. Most cementcompanies reported low capacity utilisation in the first few quarters. But even with thecountry voting for a stable government at the Centre things did not look up as theeconomy went into an unanticipated tailspin.
Estimates for growth of India's Gross Domestic Product (GDP) at 6.8 per cent at thebeginning of fiscal 2019-2020 were revised downward at least twice during the year bymultiple agencies to 5 per cent and to 4.1 per cent eventually even before the countrywent into a lockdown in the wake of the COVID-19 pandemic towards the end of March.
India's cement consumption in fiscal 2019-2020 is estimated to have contracted by atleast 2 per cent from the previous year to 331 mt. At the same time India continued toadd production capacity which coupled with weak demand impacted capacity utilisation ina big way.
It was estimated at the beginning of fiscal 2019-2020 that India would expand itscement production capacity at an annual compounded rate of 3.8 per cent to reach 410 mt byfiscal 2023-2024. Plans for capacity addition will likely be altered due to the COVID-19pandemic and its impact on India's cement demand.
(b) REVIEW OF OPERATIONS AND PERFORMANCE:
During fiscal 2019-2020 the Company managed to beat competition on several parametersmost notably in sales growth and capacity utilisation. On a consolidated basis theCompany managed to sustain a sales growth by volume of around 6 per cent through the first11 months of fiscal 2019-2020 despite weak demand resulting in a full-year capacityutilisation of 91 per cent one of the highest in the industry. Capacity utilisation duringfiscal 2019-2020 on a consolidated basis was up two percentage points over the previousyear.
In absolute terms the Company's sales for the full-year on a consolidated basis wasflat compared to the previous year at 13.4 mt. In line with the trend witnessed acrossthe industry the Company lost sales volume in March 2020 due to the lockdown. In thefourth quarter the Company's sales by volume dropped 13 per cent year-on-year.
Production of the Company (BCL Standalone):
The details of production of clinker and cement of the Company are as follows:-
|Particulars ||2019-2020 ||2018-2019 ||Change % |
| ||(Lakh Ts.) ||(Lakh Ts.) || |
|Clinker production ||52.62 ||51.82 ||1.54 |
|Cement production ||89.96 ||88.72 ||1.40 |
Production of RCCPL Private Limited (RCCPL) (formerly known as Reliance Cement CompanyPrivate Limited) wholly owned subsidiary of the Company:
The details of production of clinker and cement of RCCPL are as follows:-
|Particulars ||2019-2020 ||2018-2019 ||Change % |
| ||(Lakh Ts.) ||(Lakh Ts.) || |
|Clinker production ||32.46 ||34.19 ||(5.06) |
|Cement production ||51.06 ||49.42 ||3.32 |
During the year under review the Company has registered a decrease of 0.85% in cementsales on standalone basis and 0.06% on consolidated basis. In absolute terms the sale ofcement on standalone basis has decreased to 88.35 lakh tons compared to 89.10 lakh tons inthe previous year.
RCCPL has sold 49.86 lakh tons of cement during the year.
The details of power generated at various plants are as under:
|Particulars ||2019-2020 ||2018-2019 ||Change % |
| ||(Lakh Units) ||(Lakh Units) || |
|Thermal Power Plant ||3820.37 ||3313.74 ||15.29 |
|WHRS ||1210.39 ||1224.62 ||(1.16) |
|Solar Power ||52.31 ||25.45 ||105.54 |
Cost and Profitability:
On a consolidated basis the Company achieved its highest ever EBITDA and cash profitduring fiscal 2019-2020 up 38 per cent and 57 per cent respectively over the previousyear.
In fiscal 2019-2020 sales of premium cement by volume grew 8 per cent year-on-year andits share within the trade segment rose four percentage points to 41 per cent indicatingthat the Company's sustained investments into its brands and distribution assets togetherwith its continuous drive to offer high quality products to the customers are paying off.High-yielding blended cement accounted for 93 per cent of sales by volume as against 89per cent in the previous year a payback for the Company's strategy of focusing onbrand-conscious individual home-builders.
Also increase in sale in blended cement implies higher absorption of fly ash whichreduces clinker consumption and in turn boosts profitability.
Despite muted market conditions the Company was able to raise price realisation duringthe year by as much as 5.70 per cent to Rs 4811 per ton through judicious adjustment ofgeographic focus and product mix aimed at increasing the share of premium and blendedcement within its brand portfolio aided by high quality of the products.
Amid weak prices in the eastern region and Madhya Pradesh the Company consolidated itsshare in key markets by continuing to focus on premium and blended cements. Sales of thepremium slag brand MP Birla Cement Unique (sold in eastern India markets) grew 18 percent year-on-year. Among new launches the super-premium Ultimate Ultra brand withwater-repellent properties has made its mark in Madhya Pradesh. Samrat Advanced a premiumvariant of the Company's heritage MP Birla Cement Samrat brand gained significant groundsin key markets of eastern Uttar Pradesh.
Despite operational headwinds the Company continued to rationalise costs under two keyheads: power and fuel and logistics. During the year the Company managed to reduce itspower and fuel costs on account of several initiatives which include scaling up ofcaptive coal production from Sial Ghogri captive coal mine power generation from newlyinstalled solar power units and Waste Heat Recovery System.
During the year the Company concluded the installation of the 11-megawatt Waste HeatRecovery System at Maihar and solar power plants with aggregate generation capacity of 12megawatt at Maihar Satna and Chanderia.
Alongside your Company concluded during the year the construction of the railwaysiding facility at Kundanganj in Uttar Pradesh where RCCPL has a grinding unit. Thisfacility which is now fully operational helped bring down freight cost. The Company alsobenefited from rationalisation in road freight. Over and above increase in realisationthese cost rationalisation initiatives led to higher earnings for the year.
The financial benefits of the projects concluded in fiscal 2019-2020 will be fullyrealised in the years ahead even as the Company continues to focus on costrationalisation to cope with new challenges. In view of the uncertainty in the economy inthe wake of the COVID-19 pandemic the Company will take steps to conserve cash and haskept planned capacity expansion project at Kundanganj on hold.
The Company has in fiscal 2019-2020 emerged as a significant player in its key marketsbenefiting from its clearly differentiated brand offerings in each region and itssustained focus on scaling up sales of its premium brands such as Perfect Plus which grewfrom strength to strength. For the full year premium brands accounted for 41 per cent ofsales by volume within the trade segment up eight percentage points over the previousyear. Sales of Ultimate Ultra could be ramped up and the brand has now established itselfas one of the most premium in Madhya Pradesh.
Continuing to invest in its Cement-Se-Ghar-Tak strategy of supporting and earning thetrust of individual home-builders the Company has created service teams to provideon-ground support to consumers. To boost the capability and reach of these teams theCompany has fielded young energetic experts who can reach remote areas on their ownmotorcycles.
After establishing its brand architecture in fiscal 2018-2019 the Company continued toinvest in its brand platform with clearly segregated offering of premium and popularproducts. Above the line advertising through high visibility television properties such asthe General Election cricket tournaments and popular Hindi news and general entertainmentchannels has improved top-of-the-mind awareness about MP Birla Cement brands.
Even as the Company focused on its flagship brand Perfect Plus in its marketinginitiatives during the year it drove sustained localised campaign for its regionalchampions such as Unique Samrat Samrat Advanced Ultimate and Chetak brands.
Wall putty and construction chemicals launched during the year under the Perfect Plusfranchise in select markets have been received well and have even started to make a modestcontribution to the Company's profitability. The Company plans to scale up the businessand expand profitability by adding new products to the range and by optimising the supplychain.
Mining operations at Chanderia:
The Mining Operations (through blasting) at the Chanderia plant had been suspendedsince August 2011 owing to the Order of Jodhpur High Court (Rajasthan) which waschallenged by the Company before the Hon'ble Supreme Court. As a partial relief theSupreme Court had allowed mining operations beyond two kms from the Chittorgarh Fort byusing heavy earth moving machinery. The Hon'ble Supreme Court had further directed theCentral Building Research Institute (CBRI) to submit a report after comprehensive study ofall relevant aspects and facets relating to full-scale mining operations and its impactif any on the Chittorgarh Fort. The report of CBRI has concluded that vibrations and airpressures induced by the mine of Birla Cement Works and adjoining mines are well withinsafe limits as per national and international standards and there is no damage to the Fortdue to the mining operations. The Company has filed an Interim Application seeking InterimRelief for blasting at the existing working pit. The matter is in the final stage ofhearing.
The Principal Bench of the National Green Tribunal (NGT) on 8th March 2019 had orderedto stop all mining activities which are being carried out within the municipal limits ofChittorgarh City and within 10 km of Bassi Wildlife Sanctuary or within the eco-sensitivezone of Bassi Wildlife Sanctuary if finally notified. The Company has taken effectivesteps to ensure that no mining activity takes place in the area falling within therestrictions prescribed in NGT's Order.
The Company does not anticipate any material impact of the said Order on the currentoperations as it has sufficient reserves in areas outside the limits covered by the Order.The matter is pending for hearing.
(c) RISK AND CONCERNS:
The Company has been slowly scaling up production at all its units but revival andsustenance of demand remains the key red herring. At the time of writing this reportfresh cases of COVID-19 were still on the rise and workers remained displaced fromconstruction sites.
Across the world commercial properties as an asset class are the worst affected withinthe real estate sector. At almost all existing properties tenants are behind on rentsand new projects are expected to be delayed. People's income has been impacted and it isfeared that demand for cement even among individual home builders may remain subdued forsome time.
Much depends on infrastructure spending by the government and revival of low-costhousing projects. The Centre has announced a multi-pronged booster package to strengthenthe Indian economy but tax revenues are under severe pressure. It is however stillexpected that government spending on infrastructure will kick off the first phase ofrecovery.
The extent of the impact of the pandemic on demand will depend on how fast thelockdowns are lifted and normalcy returns. For some quarters it is apprehended thatcement makers may have to cope with lower than normal capacity utilisation which mayimpact profitability. As a measure of caution the Company will for now focus onconserving cash and consolidating its position in key markets.
(d) THREATS AND OPPORTUNITIES :
The COVID-19 pandemic has turned the world upside down with little visibility into thefuture. The Indian economy is projected to contract in fiscal 2020-2021 in line with othermajor economies. In the given scenario cement demand in India is bound to be impactedthe extent of which will depend on the ease of lockdown and return of normalcy.
However the Company is better geared to cope with the challenges because of its focuson northern and central India markets which are more consolidated than the rest of thecountry and the capacity utilisation levels are higher than the pan-India levels.
Due to the global slowdown in demand commodity prices have corrected sharply and areexpected to remain soft in fiscal 2020-2021. This should reduce variable costs such as petcoke diesel fly ash and slag. But the benefits of reduced variable costs will likely beneutralised by poor absorption of fixed costs due to low capacity utilisation.
The Company's gross term loans at the end of fiscal 2019-2020 stood at Rs 4226 croreas against Rs 4049 crore a year earlier. Net debt at the end of March stood at less thanRs 3500 crore which is approximately 2.5 times the Company's EBITDA in 2019-2020. Thisincludes bank loans of Rs 543 crore taken for the under-construction cement plant atMukutban in Maharashtra.
The Company has chosen not to take the moratorium on loan servicing offered by theReserve Bank of India in the wake of the COVID-19 pandemic. In view of the challenges theCompany is taking several initiatives such as deferring capital expenditure to protectprofitability guard financial metrics and conserve liquidity. These measures have beentaken despite securing financial closure for all outstanding projects.
The Company is going ahead with the construction of a 3.9 mt cement plant at Mukutbanin Maharashtra with the aim of commissioning it by June 2021. Till the end of fiscal2019-2020 the Company has spent Rs 1085 crore on the under-construction factory.
The Company will conclude in fiscal 2020-2021 its project to expand the kiln capacityof its Chanderia unit by around 400000 tons. Of the total outlay of Rs 150 crore for theproject the Company has spent around Rs 70 crore till the end of March.
However it has been decided to put on hold the project to expand the Kundanganj unitwhich was estimated to cost Rs 285 crore. The decision was taken to restrict debt andconserve liquidity. The project will be taken up on normalisation of business environment.
(a) INDUSTRY STRUCTURE AND DEVELOPMENTS:
The jute industry is concentrated in eastern India and plays a key role in the stateeconomy of West Bengal. It supports at least 4 million people including factory workersfarmers and those dependent on it indirectly. The industry is heavily dependent ongovernment orders for procurement of food grains under the Jute Packaging Materials Act.The industry's dependence on government orders has increased over the years: governmentorders currently account for about 70 per cent of installed production capacity.
The division has reported an EBITDA of Rs 23.37 crore in fiscal 2019-2020 as against Rs20.20 crore in the previous year registering a growth of 15.70 per cent. Productionduring the year at 35718 metric tons (37308 metric tons in the previous year) wasimpacted by the lockdown at the end of the March. Eight working days were lost whichtranslates into a production loss of around 959 metric tons.
The Company's constant thrust on value-added products has led to a 33 per cent growthin exports in fiscal 2019-2020. Revenue from exports during the year was at Rs 39.08 crorecompared with Rs 29.44 crore in the previous year. Growth in exports has helped cope withcost pressure and improve the division's profitability.
Production & Dispatch
|Particulars ||2019-2020 ||2018-2019 ||Change % |
|Production of Jute Goods (MT) ||35718 ||37308 ||-4.26 |
|Dispatches of Jute Goods (MT) || || || |
|a) Domestic ||31421 ||35136 ||-10.57 |
|b) Export ||3650 ||2955 ||23.52 |
|Sales || || |
|Particulars ||2019-2020 ||2018-2019 |
| ||( Rs in Lakh) ||( Rs in Lakh) |
|Net Sales || || |
|a) Domestic ||29068.05 ||29747.11 |
|b) Export ||3907.64 ||2944.13 |
|FOB Value ||3814.46 ||2892.73 |
(c) OPPORTUNITIES AND THREATS:
Due to the lockdown starting in March the volume of raw jute being carried over to thenext year will be substantially higher than in fiscal 2019-2020.
Jute sowing typically starts in mid-March and goes on till the end of April. Sowing inIndia this year has been above normal estimated at 110 per cent due to the abundantsupply of farm workers. With expectations of a normal monsoon the crop in 2020 isexpected to be good.
In Bangladesh however sowing has been poor because of disruption in the supply ofseeds from India. The crop in Bangladesh may contract by as much as 20 per cent in 2020.As a result Bangladesh will likely face a shortage of raw jute whereas in India raw juteprices will remain weak. Both should augur well for Indian jute mills.
With growing awareness about the benefits of using a natural fibre as packagingmaterial demand for jute goods is expected to improve in the years ahead. Significantexport opportunities are presenting themselves as jute gets more extensively used inshopping bags floor covering and geotextile products.
(d) RISKS AND CONCERN:
Indian jute mills face a huge challenge from Bangladesh where production costs are muchlower and subsidized. Cheaper supplies from Bangladesh are a major stumbling block forIndian jute mills looking to scale up exports. Even in the domestic market Indian jutemills are losing ground to duty-free exports from Bangladesh.
At the same time availability of labour in Indian jute mills is increasingly becominga major threat to productivity. Jute mills in West Bengal were heavily dependent onmigrant workers from neighbouring states but they are in short supply. Because ofavailability of alternative employment closer to their homes workers from neighbouringstates have stopped coming to West Bengal.
Being a labour intensive industry shortage of labour has started to impact capacityutilisation at Indian jute mills.
To cope with operational headwinds such as competition from Bangladesh shortage oflabour and sustained increase in the price of raw jute the Company has taken severalinitiatives to improve efficiency. Investments have been made into plants and machinery toreduce dependence on manpower and to diversify product range beyond traditional packagingmaterial.
At the same time the Company is looking to reduce its dependence on government ordersand is actively scouting for export opportunity for value-added products such as shoppingbags floor covering and furnishing material among others.
But at the same time it is feared that the industry could continue to lose itstraditional market within India because of the widening gap between jute and syntheticpackaging materials.
VINDHYACHAL STEEL FOUNDRY
Vindhyachal Steel Foundry produces iron & steel castings primarily for internalconsumption. The total production of castings during the year has been 493 Ts. as against591 Ts. in the previous year. The total sale of castings during the year was 526 Ts.(including 465 Ts. within the company) as against 552 Ts. (including 402 Ts. within thecompany) in the previous year.
ALLOCATION OF COAL MINES
During the year the Government of India Ministry of Coal had approved allocation of 2(two) Coal Mines to the Company as under:
|Sl. No. ||Name of Coal Mine ||State ||Extractable Reserves ||Grade ||PRC ||Final Price |
| || || ||(MT) || ||(MTPA) ||( Rs per tonne) |
|1 ||Bikram ||Madhya Pradesh ||9.44 ||G-8 ||0.36 ||154 |
|2 ||Brahampuri ||Madhya Pradesh ||12.343 ||G-6 ||0.36 ||156 |
Once operational the above Coal Mines are expected to provide fuel security and costoptimization to the Company.
The details of various Capital Expenditure and Projects of the Company and its materialSubsidiary during the financial year 2019-2020 are as follows:
Birla Corporation Limited
Installation of 3 MW Solar Power Plant at Chanderia unit and 1 MW Solar PowerPlant at Satna unit.
Project under implementation:
Expansion project of New Chanderia Cement Works (NCCW) plant at Chanderia toincrease capacity clinker production capacity from 3600 TPD to 5500 TPD.
RCCPL Private Limited (Wholly Owned Material Subsidiary Company)
Commissioned 12.25 MW Waste Heat Recovery System at Maihar unit.
Commissioned 7.7 MW Captive Solar Power Plant at Maihar unit.
Projects under implementation:
Second phase expansion of existing capacity of grinding cement plant atKundanganj unit by installing a third line with a capacity of 1.20 million tons per annumwith cement mill packing plant wagon loading and permanent connectivity with railwayetc. at an estimated cost of Rs 285 crores was approved.
However it has been decided to keep it in hold for the time being to restrict debt andconserve liquidity due to uncertainty created by COVID-19 pandemic.
Setting up of a 3.90 million ton Greenfield Integrated Cement Plant at Mukutban(Maharashtra) with 40 MW Captive Power Plant and 10.60 MW Waste Heat Recovery System at anestimated cost of Rs 2450 crore is in advance stage of implementation.
However Commissioning of the project is likely to be delayed due to lockdown anduncertainty created by COVID-19 and is expected to be commissioned in the year 2021-2022.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 and Rules framed thereunder is annexed hereto and marked as AnnexureB forming part of the Directors' Report and is also uploaded on the Company'swebsite at https://www.birlacorporation.com/annual-return.html.
COMPOSITION NUMBER AND DATES OF MEETINGS OF THE BOARD AND COMMITTEES
The details of the composition number and dates of meetings of the Board andCommittees held during the financial year 2019-2020 are provided in the Report onCorporate Governance forming part of this Annual Report. The number of meetings attendedby each Director during the financial year 2019-2020 are also provided in the Report onCorporate Governance. The Independent Directors of the Company have held a separatemeeting during the financial year 2019-2020 details of which are also provided in theReport on Corporate Governance.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors state that:
(a) in the preparation of the annual accounts for the year ended 31st March 2020 theapplicable accounting standards have been followed with proper explanation relating tomaterial departures if any;
(b) the accounting policies adopted in the preparation of the annual accounts have beenapplied consistently except as otherwise stated in the Notes to Financial Statements andreasonable and prudent judgments and estimates have been made so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year2019-2020 and of the profit for the year ended 31st March 2020;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts for the year ended 31st March 2020 have been prepared on agoing concern basis;
(e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively;
(f) systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes forming part of the StandaloneFinancial Statements.
CRISIL has reaffirmed its ratings on short term debt including Commercial Paper (CP) tothe extent of Rs 300 crores as A1+ and for the Long term Non-ConvertibleDebentures of the Company of Rs 130 Crores has reaffirmed its rating as AAwith revision in the Outlook to Stable from Negative.
ICRA has also re-affirmed its rating of AA for Long Term Non-ConvertibleDebentures of the Company of Rs 400 Crores. It has also revised the Outlook to Stable fromNegative.
Further CARE has reaffirmed its rating on Long Term Facilities as CARE AA(Outlook Stable) and CARE A1+ (Outlook Stable) for the Company's ShortTerm/Long Term Bank facilities aggregating to Rs 2245.16 crores. The rating Committee ofCARE has reaffirmed as CARE AA (Outlook Stable) for the outstanding Non-Convertible Debentures of Rs 530 Crores.
The Company efficiently manages its surplus funds by investing in highly rated debtsecurities fixed deposits and debt schemes of mutual funds considering safety liquidityand return. It monitors the borrowings on a continuous basis for opportunities torefinance or prepay its loans in order to reduce borrowing costs and foreign exchangeexposure.
The Company has timely repaid its outstanding Non-Convertible Debentures along withinterest on 30th March 2020 for Rs 150 crores. Further it has prepaid its ExternalCommercial Borrowing (ECB) instalment of USD 10 Mns. on 30th March 2020 which was due inthe financial year 2021-2022.
The Company is committed to maintain the good standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI'). The Company has complied with the Corporate Governance Codeas stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A separate section on Report on Corporate Governance along withcertificate from the auditors confirming the compliance of conditions of CorporateGovernance is annexed and forms part of the Annual Report.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the financial year 2019-2020 wereon an arm's length basis and in the ordinary course of business and the provisions ofSection 188 of the Companies Act 2013 are not attracted. Further during the year underreview there are no materially significant related party transactions which may have apotential conflict with the interest of the Company at large. Accordingly the disclosurerequired under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 in Form AOC-2 is not applicable to the Company.
All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof a foreseen and repetitive nature. The transactions entered into pursuant to the omnibusapproval so granted along with a statement giving details of all related partytransactions are placed before the Audit Committee.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and may be accessed at the link http://www.birlacorporation.com/investors/policies/related-party-transactions-policy.pdf.
The details of the transactions with related parties pursuant to IND AS duringfinancial year 2019-2020 are provided in the accompanying financial statements.
Transaction with person or entity belonging to the promoter/promoter group whichhold(s) 10% or more shareholding in the Company have been disclosed in the accompanyingfinancial statements.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to the provisions of the Companies Act 2013 and Rule 8(3) of Companies(Accounts) Rules 2014 details relating to Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo are given in Annexure C whichis annexed hereto and forms part of the Directors' Report.
Risk Management is the process of identification assessment and prioritisation ofrisks followed by coordinated efforts to minimise monitor and mitigate/control theprobability and /or impact of unfortunate events or to maximise the realisation ofopportunities. In compliance with the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Companies Act 2013 the Board hasconstituted a Risk Management Committee and 1 (one) Meeting of the Committee was heldduring the year.
The Company has adopted a comprehensive Risk Management Policy which is reviewed by theRisk Management Committee and the Audit Committee and approved by the Board from time totime. These procedures are reviewed to ensure that executive management controls riskthrough means of a properly defined framework. The major risks have been identified by theCompany and its mitigation process/measures have been formulated in the areas such as rawmaterials and fuel quality market safety litigation logistics community relationsintellectual property project execution financial human resources fraud environmentinformation technology and statutory compliance.
AWARDS & RECOGNITIONS
The details of various awards and recognitions received by various units of the Companyduring the financial year 2019-2020 are as follows:
Satna Unit of the Company won CSR Platinum Award 2019.
Durgapur Unit received one Gold award and two Silver awards at Quality CircleDurgapur Chapter Convention.
Chanderia Unit received the following Awards:
2nd Award For fly ash utilization during fly ash utilization conference2020 by Mission Energy Foundation in February 2020.
Rajasthan Energy Conservation Award 2019 under cement category for excellentefforts in energy conservation by Government Energy Department Jaipur in December 2019.
Power Plant Performance Award under category LIFE TIME ACHIEVEMENT AWARD forprolong continuous efforts in NTPP and WHRS presented by M/s. Mission Energy at Delhi on28th June 2019.
BHAMASHAH Award 2019 for effective contribution in the field of education underCSR Presented by District Administration Chittorgarh.
Birla Cement Works Chanderia has received the award with ShikshaShree for the support provided to Govt. Education under CSR.
OCCUPATIONAL HEALTH & SAFETY
Employees of the Company play an important role in operations and growth and areconsidered the most valuable assets. Their personal and professional development alongwith health and safety are among the top priorities of the organization.
The Company complies with all statutory provisions as required under the Factories Act.Competent persons carry out compulsory testing/examination of lifting tools pressurevessels cranes safety belts etc. as per statutory requirement. For effective accidentprevention we routinely investigate and analyse all serious and fatal accidents andobtain recommendations/remedial measures to prevent similar accidents. Near-misssituation/incident with no injury is accorded serious consideration for planning ofpreventive measures. With a view to strengthen the safety competencies and to raise safetystandards the Company has been working with a reputed Risk Consulting Group to make theworkplace more safe and secure.
As a part of safety measures we are ensuring almost 100 per cent use of PersonalProtective Gear by educating workers the need to use them. Various periodical healthcheck-ups are conducted from time to time to monitor health hazards if any.
Safety posters slogans are widely displayed inside our factories at shop floorscanteen and plant gates to continuously remind everyone about safe working practices andenvironment so as to inculcate a culture of safety among workers. Safety day/weekcelebration is organized every year with a view to improving consciousness amongstworkers.
CORPORATE SOCIAL RESPONSIBILITY
In line with the provisions of the Companies Act 2013 the Company has framed itsCorporate Social Responsibility (CSR) policy for the development of programmes andprojects for the benefit of weaker sections of society and the same has been approved bythe CSR Committee and the Board of Directors of the Company.
The Corporate Social Responsibility (CSR) policy of the Company provides a road map forits CSR activities. The purpose of CSR Policy is to devise an appropriate strategy andfocus its CSR initiatives and lay down the broad principles on the basis of which theCompany will fulfill its CSR objectives. As per the said policy the Company continues thestrategy of discharging part of its CSR responsibilities related to social service throughvarious trusts/societies in addition to its own initiatives and donations made to othernon-government organizations.
The CSR Policy has been uploaded on the Company's website and may be accessed at thelink http://www.birlacorporation.com/ investors/policies/csr-policy.pdf
Pursuant to the provisions of Section 135 of the Companies Act 2013 and Rules madethereunder a Report on CSR activities and initiatives taken during the year in theprescribed format is given in Annexure D which is annexed hereto andforms part of the Directors' Report.
The Company is actively associated with various social and philanthropic activitiesundertaken on its own as well as by different Trusts and Societies. As a constructivepartner in the communities in which it operates the Company has been taking concreteaction to realize its social responsibility objective. The Company has been playing apro-active role in the socio-economic growth and has contributed to all spheres rangingfrom health education empowerment of women rural infrastructure developmentenvironment conservation etc. In the past ten decades the Company has supportedinnumerable social initiatives in India touching the lives of lakhs of people positivelyby supporting environmental and health-care projects and social cultural and educationalprograms.
Health Educational and Social Initiatives:
The Company provides active assistance finance as well as managerial to varioushospitals and educational and philanthropic institutions set up by trust and societies.
The Company has provided financial as well as administrative support for setting up ahospital in Chittorgarh namely Birla Hospital and Research centre where the Company hastwo cement plants.
This is a State-of-the-Art multi-speciality hospital which has diagnostic andtreatment facilities for Emergency General Medicines Cardiology OrthopaedicsGynaecology Childcare (NICU & SCBU) General Surgery Urology Nephrology NeurologyOphthalmology Radiology including CT scan & Colour Dopplers Dental ENTDermatology Pharmacy and Physiotherapy amongst others. The hospital has in-house modernmedical & pathological laboratories. The hospital also has Modular Operation Theatresand advanced Intensive Cardiac Care Unit Intensive Care Unit and Intensive Therapy Unit.Blood Bank is operational now and the Hospital has also been registered with EmployeesState Insurance. Currently in the In-Patient Department approximately 115beds are operational and best medical services are provided to patients at a nominal cost.
The hospital has been registered under Bhamashah Swasthya Bima Yojanathereby enabling poor people to get the benefit of the services provided by the hospital.The initiative has helped people in and around Chittorgarh to avoid travelling to nearbycities like Ahmedabad and Udaipur to get themselves treated. The 200000 sq. ft hospitalhas capacity to hold up to 200 beds. The hospital building consists of basement groundand four floors. The separate housing wing is made up of ground and four floors which areused as residence by doctors nurses and paramedical staff.
This apart the CSR activities undertaken include:
01] Health Care Activities:
The Company provides various health care facilities like free medical check-up freemedicines and treatments for needy people. Organised medical check-up camps free eyecamps speciality Health camps. Apart from this the Company conducted adolescent healthawareness camp and provided baby kits to new born babies to improve maternal and childhealth. The company also donated gowns for mothers and infants under Kangaroo MotherCare Scheme launched by the UP Government with a view to give proper and better careto mother and infants.
02] Educational Initiatives:
In addition to financial and institutional support provided the schools located closeto the Company's plant the company organised various competitions involving students.School dresses bags and stationaries copies are also provided free to underprivilegedstudents. Foods and sweets were distributed in villages near our plants on IndependenceDay and Republic Day. Under Swachh Bharat mission Company renovated toiletsfor girls and boys and provided water tank for drinking water. For better computer skillsof students the Company provided teachers to impart basic training in computers.
03] Empowerment of Women:
Empowerment of women is one of the Company's long term initiatives. With the aim ofimparting women the skills to get jobs the Company has taken various initiatives (sewing& stitching embroidery works) to promote skill development. The Company also supportsschemes that generates employments for women in villages surrounding its factories andmining areas. Necessary training and support are provided to Self-Help Groups (SHG) undervarious projects to make them self-reliant.
04] Livestock Development and Improved Agriculture Practices:
Livestock development program provides an opportunity for farmers to improve theirlivestock based livelihoods by improving productivity of the progeny through breedimprovement and dissemination of improved animal husbandry practices. The programmeprovided extensive services including breeding fodder propagation and training offarmers to different villages. Our Sustainable Agriculture programme attempts to de-riskfarmers from erratic weather events through the promotion of climate-smart agriculturepremised on dissemination of relevant package of practices adoption of appropriatemechanisation and provision of institutional services.
05] Horticulture Development:
The Company has developed orchards in its mining lease areas where beneficiaries havestarted accruing income on regular basis.
06] Promotion on rural sports:
Program encourages rural sports and activities by financial supporting state-levelcompetition in which rural youths participate.
07] Other Social Initiatives:
The Company has undertaken various other programs including social welfare activitiesand rural development projects such as providing drinking water facilities strengtheningvillage infrastructure in the plant's neighbourhood villages. The Company has madecontribution towards various art and cultural programmes and has helped with the upkeep ofSitamata Wildlife Sanctuary. Various awareness program has also beenorganised on Road & driver safety and the importance of voting in elections. PromotedSocial forestry in the common and private land in the neighbourhood villages. The Companyalso contributed to the renovation of important historical and religious sites.
08] Village Adoption Programme:
During the year the Company has initiated a programme named Village AdoptionProgramme' with the objective to develop that particular village as model where thecommunity will have access to all necessary infrastructures including health and waterrelated facilities a school with all facilities including infrastructure as well asquality education for children support for progressive farmers and livelihood sources forlandless and poor families. The Company is prioritizing Village adoption where the teamwith an experienced NGO and in co-operation with Village authorities are surveying tocarry out the development activities.
09] Environmental Sustainability:
The Company is well aware of its responsibility towards sustainable development andenvironment. Various initiatives have been taken for Clean Development Mechanism (CDM) andpollution prevention.
Eco-friendly plantations have been created in and around the plants. Equipment forpollution control is kept under regular inspection and emission levels are monitored toensure that the same remain within statutory limits. Concerns for environment andsustainable development are integral to the Company's business decisions.
Interventions such as Bag Dust Collectors and water spray system in dust generationareas have significantly reduced pollution. SO2 & NOX gas analyzer in kiln stack hasbeen installed for close monitoring. Sheds have been constructed for maintaining goodhousekeeping inside plants. Measures have also been taken for conservation of limestonereserves. Water tankers pumps rain guns and water spray system have been provided forpressurized spraying to control dust pollution around mining areas and connecting roads.
The Company is using Alternative Fuel and Raw Material Feeding System (AFRS) for higheruse of alternative fuel on continuous basis at its clinker manufacturing units. This moveensures availability of alternative fuel throughout the year and has resulted in reductionof fuel costs and also helped in reducing the carbon footprint.
The Waste Heat Recovery System at Satna and Chanderia plants of the Company uses thehot gases coming out of the preheater and clinker cooler to generate substantial powerthereby reducing Greenhouse Gases (GHG) emissions. Grinding aid is introduced in all theunits to improve consumption of fly ash and slag. Further to protect the environment theCompany has consumed substantial quantity of fly ash during 2019-2020 at various cementplants. This has resulted in reduction of clinker usage which in turn reduced GHGemissions at our plants without compromising on the quality and the strength of ourcement.
With a view to promote renewable energy and also to produce energy through cleaner andgreener sources the Company has installed Solar Power Plants at its Satna and ChanderiaCement Plants.
A Waste Heat Recovery System and Solar Power Plant were installed at Maihar plant ofRCCPL Private Limited Wholly Owned Subsidiary Company.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required under Regulation 34(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 form an integral partof this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation:
Shri Harsh V. Lodha (DIN: 00394094) Director who retires by rotation at the ensuingAnnual General Meeting (AGM) and being eligible offers himself for re-appointment.
Shri Pracheta Majumdar (DIN: 00179118) was appointed as the Chief Executive Officer ofthe Company w.e.f. 2nd August 2019. Consequently Shri Majumdar has been re-designated asWholetime Director & Chief Executive Officer of the Company w.e.f. 2nd August 2019.
During the year under review in terms of the provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 approval of the Members was accorded byway of postal ballot on 11th June 2019 for continuation of Directorship of Smt. ShailajaChandra (DIN: 03320688) as an Independent Director of the Company till the expiration ofher first term i.e. upto 4th February 2020 on attaining the age of seventy five years.
Further at the last Annual General Meeting of the Company held on 13th August 2019Smt. Shailaja Chandra (DIN: 03320688) was reappointed as an Independent Director of theCompany for a second term of five consecutive years w.e.f. 5th February 2020. The Boardis of the opinion that Smt. Shailaja Chandra Independent Director possesses requisitequalification experience expertise and holds high standards of integrity.
Shri Bachh Raj Nahar (DIN: 00049895) ceased to be the Managing Director of the Companyw.e.f. 3rd August 2019 in view of completion of his tenure. He also ceased to be theDirector of the Company w.e.f. 13th August 2019 due to retirement. The Board placed onrecord its appreciation for the valuable contribution and guidance provided by Shri Naharduring his tenure as Executive Director of the Company.
The following are the Key Managerial Personnel of the Company:
1. Shri Pracheta Majumdar: Wholetime Director & Chief Executive Officer.
2. Shri Aditya Saraogi: Chief Financial Officer.
3. Shri Girish Sharma: Company Secretary.
DECLARATION BY INDEPENDENT DIRECTORS
Shri Vikram Swarup Shri Anand Bordia Shri Brij Behari Tandon Shri Dhruba NarayanGhosh Dr. Deepak Nayyar and Smt. Shailaja Chandra are Independent Directors on the Boardof the Company. The Independent Directors hold office for a fixed term of five years andare not liable to retire by rotation.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Further declaration has been received from all the Independent Directors confirmingcompliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors)Rules 2014 as amended by Ministry of Corporate Affairs (MCA) Notificationdated October 22 2019 regarding the requirement relating to enrollment in the Data Bankcreated by MCA for Independent Directors. In terms of the amended Section 150 of theCompanies Act 2013 read with Rule 6(4) of the Companies (Appointment & Qualificationof Directors) Rules 2014 the Independent Director(s) unless otherwise exempted in termsof the prescribed Rules shall undertake online proficiency self-assessment test in duecourse within a period of 1 (one) year from the date of inclusion of their names in theDatabank.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board of Directors of the Company based on the recommendation of the Nominationand Remuneration Committee had formulated a Nomination and Remuneration Policy in termsof Section 178(3) of the Companies Act 2013 and Regulation 19 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. During the year theNomination and Remuneration Policy was revised by the Board of Directors of the Companybased on the recommendation of the Nomination and Remuneration Committee to furtherstreamline the process of appointment and removal of Key Managerial Personnel and SeniorManagement Personnel and payment of remuneration to them.
The Nomination and Remuneration Policy of the Company inter alia includes the aimsand objectives principles of remuneration guidelines for remuneration to ExecutiveDirectors and Non-Executive Directors fixed and variable components in the remunerationpackage criteria for identification of the Board members and appointment of seniormanagement.
The criteria for identification of the Board Members including those for determiningqualification positive attributes independence etc. is summarily given hereunder:
A Director should possess high level of personal and professional ethicsintegrity and values. He/she should be able to balance the legitimate interest andconcerns of all the Company's stakeholders in arriving at decisions rather than advancingthe interests of a particular constituency.
A Director must be willing to devote sufficient time and energy in carrying outhis/her duties and responsibilities effectively.
He/she must have the aptitude to critically evaluate management's working as part of ateam in an environment of collegiality and trust.
Independent Directors shall be a person of integrity and possess expertise andexperience and/or someone who the Committee/Board believes could contribute to thegrowth/philosophy/strategy of the Company.
In evaluating the suitability of individual Board members the Committee takesinto account many factors including general understanding of the Company's businessdynamics global business social perspective educational and professional background andpersonal achievements. Factors like eligibility criteria independence term and tenure ofa Director shall be in accordance with the provisions of the Act and the ListingRegulations for the time being in force.
The Committee evaluates each individual with the objective of having a groupthat best enables the success of the Company's business and achieve its objectives.
The Nomination and Remuneration policy as approved by the Board is uploaded on theCompany's website and may be accessed at the linkhttps://www.birlacorporation.com/investors/nomination-and-remuneration-policy.pdf.
The Nomination and Remuneration Committee pursuant to the powers delegated to it by theBoard has carried out an annual evaluation of the performance of the Board the Directorsindividually as well as the evaluation of the functioning of various Committees. TheIndependent Directors of the Company has also reviewed the performance of the ChairmanNon-Independent Directors and Board as a Whole. Further the Board has carried out theperformance evaluation of Independent Directors of the Company.
CRITERIA FOR EVALUATION OF DIRECTORS
For the purpose of proper evaluation the Directors of the Company have been dividedinto 3 (three) categories i.e. Independent Directors Non-Independent Non-ExecutiveDirectors and Executive Directors.
The criteria for evaluation include factors such as engagement strategic planningvision and direction for growth and development team spirit and consensus buildingeffective leadership domain knowledge ensuring best practices in governance financialmanagement and operations evolving short term and long term goals for the company androadmap for achieving them management qualities team work abilities result/achievements understanding and awareness leadership qualitiesmotivation/commitment/diligence integrity/ethics/values and openness/receptivity.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review considerable efforts have been made by the Management forimproving the operational efficiency of RCCPL Private Limited (formerly Reliance CementCo. Pvt. Ltd.) wholly owned material subsidiary of the Company which has led tosignificant improvement in all parameters across the board. The operations of RCCPLPrivate Limited have stabilized and it is achieving operating parameters that are amongthe best in the industry.
As on 31st March 2020 the Company has 7 (seven) subsidiary companies namely RCCPLPrivate Limited Lok Cement Limited Talavadi Cements Limited Birla Jute Supply CompanyLimited Budge Budge Floorcoverings Limited Birla Cement (Assam) Limited and M.P. BirlaGroup Services Private Limited. 2 (Two) subsidiary companies namely ThiruvaiyaruIndustries Limited and Birla Corporation Cement Manufacturing PLC Ethiopia are under theprocess of voluntary winding up. In view of the aforesaid these subsidiaries have notbeen considered in preparing the Consolidated Financial Statements.
No Company has become or ceased to be the Company's Subsidiaries Joint Venture orAssociate Company during the financial year 2019-2020.
The Policy on Material' Subsidiary is available on the Company'swebsite and may be accessed at the linkhttps://www.birlacorporation.com/investors/policies/policy-on-material-subsidiary.pdf.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries/Associate Companies/Joint Ventures in Form AOC-1 forms part ofthe consolidated financial statement and hence not repeated here for the sake of brevity.Further pursuant to the provisions of Section 136 of the Companies Act 2013 the AnnualFinancial Statements of each of the Subsidiaries are available on the Company's website atwww.birlacorporation.com.
During the year under review the Company has not accepted deposits from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Rules framedthereunder.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control procedures commensurate with its size andnature of business. The objective of these procedures is to ensure efficient use andprotection of the Company's resources accuracy in financial reporting and due compliancewith statutes corporate policies and procedures.
Internal Audit is conducted periodically across all locations by CharteredAccountant/(audit) firms who verify and report on the efficiency and effectiveness ofinternal controls. The adequacy of internal control systems are reviewed by the AuditCommittee of the Board periodically.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has a robust and comprehensive Internal Financial Control systemcommensurate with the size scale and complexity of its operations. The system encompassesthe major processes to ensure reliability of financial reporting compliance withpolicies procedures laws and regulations safeguarding of assets and economical andefficient use of resources.
The controls were tested during the year and no reportable material weaknesses eitherin their design or operations were observed.
The policies and procedures adopted by the Company ensures orderly and efficientconduct of its business and adherence to the company's policies prevention and detectionof frauds and errors accuracy in the record-keeping and timely preparation of reliablefinancial information.
The Internal Auditors and the Management Audit Department continuously monitor theefficacy of Internal Financial Control system with the objective of providing to the AuditCommittee and the Board of Directors an independent objective and reasonable assurance onthe adequacy and effectiveness of the organization's risk management measures with regardto the Internal Financial Control System.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistle Blower Policy for Directors andemployees to report concerns about unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct or ethics policy if any. The policy providesfor adequate safeguard against victimization of employees who avail of the mechanism andalso provides for direct access to the Chairman of the Audit Committee.
During the year the Vigil Mechanism/Whistle Blower Policy was amended by the Board ofDirectors based on the recommendation of the Audit Committee to incorporate reporting ofinstances of leak or suspected leak of Unpublished Price Sensitive Information in terms ofRegulation 9A of the SEBI (Prohibition of Insider Trading) Regulations 2015. The VigilMechanism/Whistle Blower Policy has also been uploaded on the website of the Company.
DETAILS RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is marked as Annexure Ewhich is annexed hereto and forms part of the Directors' Report.
In terms of the provisions of Section 197(12) of the Companies Act 2013 and Rule 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement comprising the names of top 10 (ten) employees in terms of remunerationdrawn and every person employed throughout the year who were in receipt of remunerationexceeding the prescribed limit forms an integral part of Directors' Report.
The above Annexure is not being sent along with this Annual Report to the Members ofthe Company in line with the provision of Section 136 of the Companies Act 2013. Memberswho are interested in obtaining these particulars may write to the Company Secretary email@example.com. The aforesaid Annexure is also available for electronic inspection byMembers at the Registered Office of the Company 21 days before and up to the date of theAnnual General Meeting. Members seeking to inspect such documents can send an email firstname.lastname@example.org.
Commission to Non-Executive Directors:
In view of the adverse business environment prevalent in the country the Board decidedto give a token amount of Rs 1 as Commission to the Non-Executive Directors for thefinancial year 2019-2020.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS
Employees are the core strength of the Company. Therefore at all times we focus oncreating the right workplace environment that provides opportunities for our employees toimprove their performance. Robust and up to date Human Resource (HR) Policies are in placefor proper evaluation of performances which is the key to building future leaders.
HR functions in the organization have witnessed a paradigm shift and evolved to bringtogether modern day practices with proper use of technology and automation. This has had aprofound impact on the morale and motivation of the employees who are the prime-movers.The Company has succeeded in fostering a relationship with its employees which will helptransform the organization.
There is a well-calibrated mechanism to reward meritocracy. Learning and developmentinitiatives for our employees are geared to enable all-round performance both asindividuals and as teams.
Encouraging cordial working relation and maintaining good industrial relations havebeen the philosophy and endeavour of the HR Department. On the whole industrial relationscenario has been good. Statutory compliances related to labour laws have been followedwith due emphasis.
The Company had 7412 permanent employees on its rolls at the close of business hours on31st March 2020. Industrial relations continued to remain cordial throughout the year atall the units. Suspension of Operation continues at Soorah Jute Mills Auto Trim DivisionBirlapur and at Birla Vinoleum Birlapur.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
In order to provide women employees with a safe working environment at workplace andalso in compliance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated a Policy on 'Prevention of Sexual Harassment of Women at the Workplace'.The said Policy has been uploaded on the internal portal of the Company for information ofall employees.
The Company has complied with the provisions relating to constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Internal Complaints Committee comprises of threeemployees and one outside member. One of the Senior female employee of the Company is thePresiding Officer of the said Committee.
No complaint pertaining to sexual harassment of women employees from any of theCompany's locations was received during the financial year ended 31st March 2020.
MAINTENANCE OF COST RECORDS
The Company is required to maintain cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 and accordingly suchaccounts and records are made and maintained by the Company.
AUDITORS & AUDITORS' REPORT
M/s. V. Sankar Aiyar & Co. Chartered Accountants (Firm Registration No.109208W)were appointed as the Statutory Auditors of the Company at the 97th Annual General Meetingheld on 31st July 2017 for a term of five consecutive years commencing from theconclusion of the 97th Annual General Meeting till the conclusion of the 102nd AnnualGeneral Meeting of the Company to be held in the year 2022.
The notes on accounts referred to in the Auditors' Report are self- explanatory andtherefore do not call for any comments.
The Board of Directors on the recommendation of the Audit Committee had appointed M/s.Shome & Banerjee (Firm Registration No.000001) Cost Accountant as the Cost Auditorsof the Company for the financial year 2020-2021 for auditing the cost records relating tocement jute goods and steel products manufactured by the Company. The remunerationproposed to be paid to the Cost Auditors is subject to ratification by the Members of theCompany at the ensuing Annual General Meeting.
M/s. Shome & Banerjee has confirmed that they are free from any disqualificationsspecified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) andall other applicable provisions of the Companies Act 2013 and their appointment meets therequirements of Section 141(3)(g) of the Companies Act 2013. They have further confirmedtheir independent status and arm's length relationship with the Company.
The Company submits its Cost Audit Report with the Ministry of Corporate Affairs withinthe stipulated time period.
The Board of Directors on the recommendation of the Audit Committee had appointed M/sMamta Binani & Associates Company Secretaries to conduct secretarial audit of theCompany for the financial year 2019-2020. The Secretarial Audit Report for the financialyear ended 31st March 2020 is annexed herewith and marked as Annexure - F.The Report is self-explanatory and do not call for any comments.
Further the Board on the recommendation of the Audit Committee has appointed M/s MamtaBinani & Associates Company Secretaries to conduct secretarial audit of the Companyfor the financial year 2020-2021.
There are no audit qualifications adverse remarks or disclaimer in the respectivereports of the Statutory Auditors and Secretarial Auditors for the year under review.
None of the Auditors of the Company has reported any fraud as specified under thesecond proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of Secretarial Standardsi.e. SS-1 and SS-2 relating to Meetings of the Board of Directors' andGeneral Meetings' respectively issued by the Institute of Company Secretaries ofIndia.
Statements in this Report particularly those which relate to Management Discussion& Analysis describing the Company's objectives projections estimates expectationsor predictions may be forward looking statements' within the meaning of applicablelaws or regulations. Actual results could however differ materially from those expressedor implied. Important factors that could make a difference to the Company's operationsinclude global and domestic demand-supply conditions finished goods prices raw materialsand fuels cost & availability transportation costs changes in Government regulationsand tax structure economic developments within India and in the countries with which theCompany has business contacts and other factors such as litigation and industrialrelations.
We wish to place on record our appreciation for the continued support and co-operationreceived by the Company from the Government of India State Governments FinancialInstitutions Banks Dealers Customers and last but not the least from our Members.
| ||For and on behalf of the Board of Directors |
| ||Harsh V. Lodha ||Pracheta Majumdar |
| ||Chairman ||Wholetime Director & Chief Executive Officer |
| ||(DIN: 00394094) ||(DIN: 00179118) |
|Place: Kolkata || || |
|Dated the 22nd day of May 2020 || || |