To the Members
The Directors have the pleasure in presenting the 101st Annual Reporton the business and operations of the Company together with the Audited FinancialStatements of the Company and its Subsidiaries for the financial year ended 31st March2021. The Management Discussion and Analysis also forms a part of this Report.
The financial performance of the Company (standalone and consolidated)for the financial year ended 31st March 2021 and its comparison with the previous year issummarised below:
| || || || ||(Rs in Crore) |
| ||STANDALONE ||CONSOLIDATED |
|PARTICULARS ||31.03.2021 ||31.03.2020 ||31.03.2021 ||31.03.2020 |
|Revenue from Operations (Gross) ||4442.15 ||4746.60 ||6785.45 ||6915.69 |
|Total Revenue ||4553.38 ||4829.08 ||6885.36 ||7000.82 |
|Profit before Finance Costs Tax Depreciation Amortization Minority Interest and Exceptional items ||720.89 ||757.53 ||1437.48 ||1421.10 |
|Finance Costs ||129.71 ||185.23 ||296.28 ||387.67 |
|Profit before Tax Depreciation Amortization ||591.18 ||572.30 ||1141.20 ||1033.43 |
|Minority Interest and Exceptional items || || || || |
|Depreciation and Amortization Expense ||160.82 ||151.18 ||370.76 ||351.91 |
|Exceptional items ||- ||- ||57.85 ||- |
|Tax Expense (Net) ||1.85 ||105.28 ||82.45 ||176.34 |
| ||162.67 ||256.46 ||511.06 ||528.25 |
|Profit for the year ||428.51 ||315.84 ||630.14 ||505.18 |
|Profit for the year attributable to non-controlling interest ||- ||- ||- ||- |
|Profit for the year attributable to owner of the Parent ||428.51 ||315.84 ||630.14 ||505.18 |
|Re-measurement of the defined benefit plans (net of tax expenses) ||2.10 ||(6.56) ||1.46 ||(6.98) |
|Finance Lease adjustment due to Ind AS 116 (net of tax expenses) ||- ||(0.52) ||- ||(0.97) |
|Total Surplus during the year ||430.61 ||308.76 ||631.60 ||497.23 |
|Surplus as per the last Financial Statements* ||574.95 ||353.48 ||923.83 ||513.89 |
|Appropriations: || || || || |
|Debenture Redemption Reserve ||- ||17.67 ||- ||17.67 |
|Dividend paid on Ordinary Shares ||57.75 ||57.75 ||57.75 ||57.75 |
|Corporate Dividend Tax on Dividend ||- ||11.87 || ||11.87 |
|General Reserve ||- ||- ||- ||- |
|Associates Investment Adjustment ||- ||- ||- ||- |
|Net Surplus ||947.81 ||574.95 ||1497.68 ||923.83 |
* After adjustment of re-measurement of the defined benefit plans (netof tax expenses)
FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
During the financial year 2020-2021 the Company's consolidatedrevenue fell by 1.65% to Rs6885.36 crore as compared to Rs7000.82 crore in the previousyear due to shortfall of sales in the 3rst quarter. The Company recorded its highest everconsolidated EBIDTA and cash profit in the financial year 2020-2021 at Rs1437.48 croreand Rs1141.20 crore respectively registering a growth of 1.15% in EBIDTA and 10.43% incash profit over the previous year. Consolidated Net Profit for the year 2020-2021 atRs630.14 crore was 24.74% higher than the previous year.
The Directors are pleased to recommend a dividend of Rs10 per share(i.e. 100%) on 77005347 Ordinary Shares of the Company for the year ended 31st March2021 aggregating to Rs77.01 crores as compared to Rs57.75 crores in the previous year. Thedividend recommended is in accordance with the Company's Dividend DistributionPolicy. The Dividend Distribution Policy of the Company is given in"AnnexureA" which is annexed hereto and forms part of the Directors'Report and is also uploaded on the Company's website athttp://www.birlacorporation.com/ investors/policies/dividend-distribution-policy.pdf.
Dividend is subject to approval of the Members at the ensuing AnnualGeneral Meeting. In view of the changes made under the Income Tax Act 1961 by theFinance Act 2020 dividends paid or distributed by the Company shall be taxable in thehands of the Shareholders. Accordingly the Company shall make the payment of Dividendafter deduction of tax at source as per the rules as may be applicable at prescribedrates as per the Income Tax Act 1961.
TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount ofprofit for the financial year 2020-2021 in the profit and loss account.
The paid up Equity Share Capital as on 31st March 2021 stood at
Rs77.01 crores comprising of 77005347 Ordinary Shares of Rs10 each.During the year under review the Company has neither issued shares with di3erentialvoting rights nor has granted any stock options or sweat equity. As on 31st March 2021none of the Directors of the Company holds instruments convertible into equity shares ofthe Company.
The Company has prepared its financial statements as per IND ASrequirement for the financial year 2020-2021. The estimates and judgments relating to thefinancial statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company'sstate of affairs profits and cash flows for the year ended 31st March 2021.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared inaccordance with the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 by following applicable IND AS issued bythe Institute of Chartered Accountants of India and forms an integral part of this Report.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year2020-2021 and the date of this Report.
COVID-19 AND ITS IMPACT
In view of the lockdown across the country due to the COVID-19pandemic manufacturing operations of the Company across all its locations were suspendedtemporarily during March and April 2020 in compliance with the directives/orders issuedby the relevant authorities. The Company has made an assessment of the recoverability andcarrying values of its assets comprising property plant and equipment inventoriesreceivables and other current/non-current assets as of 31st March 2021 and on the basisof evaluation has concluded that no material adjustments are required in the financialresults. The Company is taking all the necessary steps and precautionary measures toensure smooth functioning of its operations and to ensure the safety and well-being of allits employees. The Management is also keeping a close watch on any other possible impactsof second wave of the pandemic. The Board and the Management will continue to closelymonitor the situation as it evolves and do its best to take all necessary measures in theinterests of all stakeholders of the Company.
KEY FINANCIAL RATIOS
The key financial ratios of the Company showing financial performancefor the financial year ended 31st March 2021 are given herein below:
|Sl. Financial Ratios ||2020-2021 ||2019-2020 |
|1. Debtors Turnover ||23.37 ||25.39 |
|2. Inventory Turnover ||38.61 ||40.56 |
|3. Interest Coverage Ratio* ||5.56 ||4.09 |
|4. Current Ratio ||1.58 ||1.49 |
|5. Debt Equity Ratio# ||0.31 ||0.46 |
|6. Operating Profit Margin (%) ||13.72% ||14.22 % |
|7. Net Profit Margin (%)** ||9.65% ||6.65 % |
|8. Return on Net Worth ||10.71% ||8.96 % |
* Interest Coverage Ratio was higher for the year ended 31st March2021 due to reduction in average interest rate prepayment of high cost debt and part ofloan converted from floating interest rate to fixed interest rate.
# Debt Equity Ratio was lower for the year ended 31st March 2021due to reduction in debt and higher profitability.
** Net Profit Margin was higher for the year ended 31st March 2021 dueto higher profitability.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the Companyduring the financial year 2020-2021.
(a) INDUSTRY STRUCTURE AND DEVELOPMENTS:
According to estimates of CARE Ratings cement production inFY2020-2021 had fallen 11-13% from the previous year to less than 300 mt and capacityutilisation had remained around 50-55%. Complete lockdown was into force in April 2020when construction activities were at a peak and the full impact of the disruption was feltin the year under review FY2020-2021.
In view of the challenging macro-economic situation cement companiesacross India have opted to conserve cash by scaling back or deferring capital expenditure.Whereas earlier it was expected that Indian cement manufacturers would add capacity forthe next few years at a compounded annual rate of around 4% the key focus now is onmaximising utilisation of existing capacity.
Multiple agencies including the Indian government have estimated an8% year-on-year contraction in the Indian economy in FY2020-2021. The government itselfestimated the decline at 13% at the time of announcing budget proposals for the currentyear FY2021-2022.
However experts are of the view that the economy will bounce backsharply in the current year. The Reserve Bank of India (RBI) estimated the economy to growat 10.5% over FY2020-2021. Several external agencies saw India's economy growingfaster during FY2021-2022 than RBI's estimates. Cement demand is closely linked tobroader economic growth. Even amid the massive disruption facing the country in the wakeof the second wave of the Covid-19 pandemic cement manufacturers are hopeful that theIndian government will continue to inject cash into the economy through the constructionsector. CARE Ratings sees cement production in the current year growing 10-12% overFY2020-2021 and cement companies shoring up capacity utilisation to 60-65%.
(b) REVIEW OF OPERATIONS AND PERFORMANCE:
The Company faced massive disruptions at the beginning of the yearunder review FY2020-2021. Operations were suspended for almost the entire month of Apriland normalised only in the second half of May. But even after plants started to run fullsteam sales were impacted by localised lockdowns and restrictions on movement of goodsvehicles. After resumption of operations in May 2020 the Company witnessed healthydemand. It was largely driven by stepped up government spending on rural infrastructureand push in demand from rural housing. This was sustained through the rest of the year andhelped the Company register healthy sales volume and create new records in profitability.
The Company turned in its highest ever consolidated net profit ofRs630.14 crore up 24.74% over the previous year overcoming a 1.65% decline in revenue(the growth takes into account the jute division's contribution). The drop in revenuewas due to the disruptions at the beginning of the financial year. Sales by volume fell1.83% year-on-year to 13.39 mt from 13.64 mt. The Company made up for its loss ofproduction and sales by aggressively rationalising costs.
The Company registered a capacity utilisation of 85% for FY2020-2021 asagainst 91% in the previous year. Despite the drop the Company's capacityutilisation was well ahead of the industry average for the financial year.
During FY2020-2021 the Company managed to substantially reduce itsthermal power consumption by shifting to renewable sources such as Waste Heat RecoverySystem (WHRS) and solar power whose share in total consumption went up by five percentagepoints. In FY2020-2021 WHRS and solar power accounted for 17.2% and 2.8% respectivelyof power consumed for cement production as against 14% and 0.9% in the previous year.
Production of the Company (BCL Standalone):
The details of production of clinker and cement of the Company are asfollows:-
|Particulars ||2020-2021 ||2019-2020 ||Change % |
| ||(Lakh Ts.) ||(Lakh Ts.) || |
|Clinker production ||48.08 ||52.62 ||-8.63 |
|Cement production ||80.95 ||89.96 ||-10.01 |
Production of RCCPL Private Limited (RCCPL) wholly owned subsidiary ofthe Company:
The details of production of clinker and cement of RCCPL are asfollows:-
|Particulars ||2020-2021 ||2019-2020 ||Change % |
| ||(Lakh Ts.) ||(Lakh Ts.) || |
|Clinker production ||33.46 ||32.46 ||3.08 |
|Cement production ||52.11 ||51.06 ||2.06 |
During the year under review the Company has registered a decrease of6.56% in cement sales on standalone basis and 1.83% on consolidated basis. In absoluteterms the sale of cement on standalone basis has decreased to 82.56 lakh tons compared to88.35 lakh tons in the previous year.
RCCPL has sold 52.89 lakh tons of cement during the year 2020-2021 ascompared to 49.86 lakh tons in the previous year.
The details of power generated at various plants of BCL are as under:
|Particulars ||2020-2021 ||2019-2020 ||Change % |
| ||(Lakh Units) ||(Lakh Units) || |
|Thermal Power Plant ||3460.44 ||3820.37 ||-9.42 |
|WHRS ||1048.39 ||1210.39 ||-13.38 |
|Solar Power ||102.48 ||52.31 ||95.91 |
Cost and Profitability:
Amid challenging business environment and little visibility into thefuture the Company focused on improving effciency and cost rationalisation. The Companyidentified area where scope for improvement existed in its supply chain and addressed themthrough effective use of information technology. It helped weed out ine3ciencies andrationalise sales and logistics costs.
Alongside several initiatives were taken to reduce operating costs aspecial drive was taken for aggressive reduction in fixed costs discretionary spendingsuch as on marketing and advertising was scaled back while power fuel and finance costswere rationalised.
On the other hand the Company's sustained thrust on sales ofpremium cement paid o3. In the year under review the Company's sale of premiumcement jumped to 50% of trade sales from 40% last year. Share of blended cement wasmaintained at 92% the same as last year.
As a result of above initiative and efforts the Company was able toachieve EBITDA per ton of Rs1012 for FY2020-2021 which was up 4% despite cost pressurebuilding up in the last few months of the financial year. Profit margin expanded by 80basis points to 21%.
Faced with the pandemic the Company adopted a strategy of reaching outto all sections of end users and this initiative paid o3. Whereas on the one hand BirlaCorporation pushed sales of its premium brands shoring up the share of their sales byvolume within the trade segment to 50% for the year as against 40% in the previous yearon the other it scaled up sales of regional brands such as Samrat in the East and SamratAdvanced in Uttar Pradesh.
While the upscale Perfect Plus continued to grow across key markets asthe 3agship brand Samrat Advanced witnessed a sales growth of more than 300% in easternUttar Pradesh.
The Company has undertaken digital transformation with the keyobjectives of achieving operational excellence in the areas of sales and marketinglogistics project management customer service plant operation and support functions.
Some of the key digitalization initiatives are as follows:
? New improved Customer Relationship Management system with customer360 view & customer service for effcient sales & marketing processes.
? Implementation of e-sourcing platform for effcient sourcing andprocurement processes. Spot e-bidding for transport services introduced to optimize thelogistics cost.
? Integrated Logistics Management System and logistics control towerpowered with Arti3cial Intelligence is underway in two plants to improve the operationaleffciency in logistics operation and cost optimization.
? In-Plant Vehicle Management and control tower for reduction in TurnAround Time and logistics operation monitoring is implemented in one of the plant.
? Several process improvements using digital platform in the area ofplant operation and maintenance to achieve the operational effciency. Predictive analyticsand plant information system also being planned.
Mining operations at Chanderia:
The Mining Operations (through blasting) at the Chanderia plant hadbeen suspended since August 2011 owing to the Order of Jodhpur High Court (Rajasthan)which was challenged by the Company before the Hon'ble Supreme Court. As a partialrelief the Supreme Court had allowed mining operations beyond two kms from theChittorgarh Fort by using heavy earth moving machinery. The Hon'ble Supreme Court hadfurther directed the Central Building Research Institute (CBRI) to submit a report aftercomprehensive study of all relevant aspects and facets relating to full-scale miningoperations and its impact if any on the Chittorgarh Fort. The report of CBRI hasconcluded that vibrations and air pressures induced by the mine of Birla Cement Works andadjoining mines are well within safe limits as per national and international standardsand there is no damage to the Fort due to the mining operations. The Company has 3led anInterim Application seeking Interim Relief for blasting at the existing working pit. Thematter is in the final stage of hearing.
The Principal Bench of the National Green Tribunal (NGT) on 8th March2019 had ordered to stop all mining activities which are being carried out within themunicipal limits of Chittorgarh City and within 10 km of Bassi Wildlife Sanctuary orwithin the eco-sensitive zone of Bassi Wildlife Sanctuary if finally noti3ed. The Companyhas taken effective steps to ensure that no mining activity takes place in the areafalling within the restrictions prescribed in NGT's Order.
The MoEFCC has vide Noti3cation dated 8th April 2021 duly noti3ed anarea to an extent varying from zero to 3.0 kilometres around the boundary of BassiWildlife Sanctuary as the Eco-Sensitive Zone. The Company is in the process to startmining activities in the part of mining lease area within 10 km of Bassi WildlifeSanctuary in which mining was stopped in compliance with the NGT Order.
(c) RISK AND CONCERNS:
At the time of writing this report it is unclear when the second waveof the Covid-19 pandemic in India will peak. Yet already experts have started to warnabout an impending third wave. The Company was able to cope with the 3rst full year ofCovid-19 related disruption thanks to stepped up government spending on infrastructure.It boosted cement demand in key markets.
Looking at the current scenario global rating agencies and brokerageshave started to raise concerns about inflation going forward. RBI itself has said in itsmost recent monetary policy review in April that "headline inflation at 5% inFebruary 2021 remains within the tolerance band (but) some underlying constituents aretesting the upper tolerance level".
Though the government remains committed to pushing a capitalexpenditure-led growth of the Indian economy inflation if not contained can playspoilsport. It may impact the government's ability to borrow and inject cash into theeconomy. According to the government's own estimates borrowing in the current yearis set to rise 27% over last year to Rs15 trillion.
It is also feared that people may face another long spell of loss orimpairment of livelihood. That in turn would impact consumption.
(d) THREATS AND OPPORTUNITIES:
Indian economy is faced with massive uncertainty and the cementindustry is dependent on government spending. Projections of the economy growing at ~10%will not come true unless the Covid-19 pandemic is brought under control. India can illafford another year of contraction in economy. So the key to the Company'sperformance in the immediate future is the government's ability to cope with thepandemic through vaccination and other means.
At the time of writing this report the US was recording around 49000new cases every day. Still the country was looking to open up and enter "a newhopeful phase of the pandemic" said the New York Times. The reason: 56% of adults inthe US had received at least one shot and more than 30% were fully vaccinated accordingto the New York Times. If the campaign to get people vaccinated in India gains steamhospitalisations will plateau and new cases will come down.
The government has budgeted for a capital expenditure of
Rs5.5 trillion in FY2021-2022 up 29% over last year. Going by theexperience of the year under review it should augur well for core sector industries. Butmuch depends on India's ability to quickly vaccinate its people and 3atten the Covidcurve.
The Company's gross borrowings stood at Rs4046.42 crore at theend of March as against Rs4281.95 crore a year earlier even after investing Rs644 croreinto the Mukutban project during the financial year. The Company's borrowing cost forthe year ended 31st March was 7.83% inclusive of hedging cost for foreign exchange loanscompared with 9.26% for the previous year-a reduction of 143 basis points. By cutting debtand borrowing cost the Company managed to reduce its finance cost for FY2020-2021 by23.6% from the previous year. Net debt to EBITDA ratio stood at 2.26 at the end of Marchas against 2.36 a year earlier.
In the current year the management expects debt levels to riseslightly and reach an interim peak as the new plant in Mukutban gets commissioned. Due to3ight of migrant workers from the project site commissioning of the Mukutban factory hasbeen delayed by a few months. It is now expected that the factory will be commissioned inDecember 2021.
(a) INDUSTRY STRUCTURE AND DEVELOPMENTS:
Jute Industry is mostly concentrated in the eastern part of Indiaparticularly in West Bengal. It plays a vital role in the economy of the state. JuteIndustry supports over 300000 workers and over 4 million farm families. Jute Industry isprincipally dependent on the orders from the government food grains procuring agencies andover the previous few years dependence on the government orders is increasing and now itaccounts for about 70% of its installed capacity.
Jute Division continues to report satisfactory results for past severalyears. The division has reported EBIDTA of Rs2146.97 lakhs for the year as againstRs2337.32 lakhs for the previous year.
Production & Dispatch
|PARTICULARS ||2020-2021 ||2019-2020 ||Change % |
|Production of Jute ||24907 ||35718 ||-30.27 |
|Goods (MT) || || || |
|Dispatches of Jute Goods (MT) || || || |
|a) Domestic ||23035 ||31421 ||-26.69 |
|b) Export ||2957 ||3650 ||-18.99 |
|PARTICULARS ||2020-2021 ||2019-2020 |
| ||(Rs in Lakh) ||(Rs in Lakh) |
|Net Sales || || |
|a) Domestic ||24425.03 ||29068.05 |
|b) Export ||4045.11 ||3907.64 |
|FOB Value ||3964.12 ||3814.46 |
Impact of Covid-19 and Amphan Cyclone:
Covid-19 has affected operation of the jute mill during the year.Further the production of the jute mill was severely affected due to Amphan Super Cyclonewhich hit West Bengal on 20th May 2020. The Cyclone caused substantial damage to factoryshed. The entire top structure of the shed has uprooted and is in the process ofreplacement/restoration. These two factors resulted in lower production for the year at24907 MT as against 35718 MT during the previous year.
Amphan Cyclone have also caused substantial loss to the standing rawjute crop which led to increase in the prices of raw jute considerably.
(c) OPPORTUNITIES THREATS RISK AND CONCERN:
In the long-term demand for Jute product is expected to increase dueto increased awareness and acceptability of environmentally sustainable product.
With increasing concern and awareness about the adverse effect ofsynthetic packaging material to the environment the demand of jute goods is expected torevive in the future. Jute products being environment friendly and biodegradable have anedge over the packing material. Increase in use of jute shopping bag 3oor covering jutegeotextile products provide opportunity to boost demand of jute goods. With the increaseddemand of jute products due to increased acceptability of environmentally friendly andsustainable products it is expected that jute industry will do well in long term.
Threats Risks and Concern:
Jute Industry faces daunting task of competing with subsidizedduty-free imports from Bangladesh. The industry is not only loosing the market share inthe overseas market to Bangladesh but Bangladesh is also extensively pushing the jutegoods in India at the cost of market share of Indian Jute Mills.
Jute manufacturing is a labour-intensive process and requires hugelabour force. Jute industry has traditionally been dependent on migrant labours fromnearby states. Now migration from the other states has virtually dried due to employmentavailability locally in those states. Further local people are getting alternateemployment in lighter job like embroidery masonry etc. Di3culty in getting worker forrunning the mills is resulting in lower capacity utilization causing further increase incost of production per unit.
To overcome all these problems of a) loss of traditional market; b)lower availability of workers; c) subsidized import from Bangladesh; d) ever increasingraw jute prices the Company has taken up large scale modernization of the mills resultingin lower requirement of manpower thereby reducing dependence on manpower availabilityreducing cost and diversifying in non-traditional product category.
In the ensuing crop year the sowing is reported to be better and withinitial prediction of normal monsoon the crop size is expected to be better. Howeverwith carryover of raw jute being near to nil the price of raw jute is likely to remain onthe higher side.
The increase in cost of jute bags has further widened the gap betweentheir prices with those of synthetic bags. If this trend continues there is strongconcern that packing of many more commodities will shift to synthetic packaging material.Loss of traditional market of jute to synthetic fabric is likely to cause a major problemof insufficient demand for the industry.
With a view to improve its performance the Jute Division is takingvarious measures such as reducing dependence on Government orders increase presence infood-grade jute bags in various countries develop new value-added product/designincluding new fabric for shopping bags curtains upholstery etc.
The Division is confident that the above efforts coupled with theinvestments made both currently and in the past will help to mitigate the structural risksfacing the industry.
VINDHYACHAL STEEL FOUNDRY
Vindhyachal Steel Foundry produces iron & steel castings primarilyfor internal consumption. The total production of castings during the year has been 401Ts. as against 493 Ts. in the previous year. The total sale of castings during the yearwas 467 Ts. (including 461 Ts. inter departmental transfer) as against 526 Ts. (including465 Ts. inter departmental transfer) in the previous year.
The details of various Capital Expenditure and Projects of the Companyand its material Subsidiary during the financial year 2020-2021 are as follows:
Birla Corporation Limited
Projects under implementation:
? Expansion project of New Chanderia Cement Works (NCCW) plant atChanderia to increase clinker production capacity from 3600 TPD to 5500 TPD.
? Replacement of two AFBC boilers with CFBC boilers at 27 MW CPP atChanderia unit.
RCCPL Private Limited (Wholly Owned Material Subsidiary Company)
? Setting up of Fly ash unloading and transport system (BTAP wagonunloading facility) at Maihar Unit including a locomotive for shunting and procurement ofrake on lease.
Project under implementation:
? Setting up of a 3.90 million ton Green3eld Integrated Cement Plant atMukutban (Maharashtra) with 40 MW Captive Power Plant and 10.60 MW Waste Heat RecoverySystem at an estimated cost of Rs2450 crore. The project is in advance stage ofimplementation. Civil work is almost complete. Mechanical erection work is progressingwell. Most of the equipment have reached site. Commissioning of the project is likely tobe delayed due to lockdown and uncertainty created due to second pandemic COVID-19. Theproject is now expected to be commissioned in December 2021. On commissioning of theabove project the installed capacity of the Group will increase to around 20 MT.
Pursuant to Section 92(3) read with Section 134(3)(a) of the CompaniesAct 2013 and Rules framed thereunder the Annual Return as on 31st March 2021 isavailable on the Company's website athttps://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 theBoard and Committees held during the financial year 2020-2021 are provided in the Reporton Corporate Governance forming part of this Annual Report. The number of meetingsattended by each Director during the financial year 2020-2021 are also provided in theReport on Corporate Governance. The Independent Directors of the Company have held aseparate meeting during the financial year 2020-2021 details of which are also provided inthe Report on Corporate Governance.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
(a) in the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed with properexplanation relating to material departures if any;
(b) the accounting policies adopted in the preparation of the annualaccounts have been applied consistently except as otherwise stated in the Notes toFinancial Statements and reasonable and prudent judgments and estimates have been made soas to give a true and fair view of the state of affairs of the Company at the end of thefinancial year 2020-2021 and of the profit for the year ended 31st March 2021;
(c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) the annual accounts for the year ended 31st March 2021 have beenprepared on a going concern basis;
(e) proper internal financial controls were in place and that thefinancial controls are adequate and are operating effectively;
(f) proper systems to ensure compliance with the provisions of allapplicable laws were in place and are adequate and operating effectively.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the Notes forming partof the Standalone Financial Statements.
CRISIL has reafirmed its ratings on short term debt includingCommercial Paper (CP) to the extent of Rs300 crores as "A1+".
ICRA has also reafirmed its rating of "AA" with stableoutlook for Long Term Non-Convertible Debentures of the Company of Rs400 crores.
Further CARE has reafirmed its rating on Long Term Facilities andShort Term facilities aggregating to Rs2164.48 crores as "CARE AA" (OutlookStable) and "CARE A1+" respectively. The rating Committee of CARE has reafirmedas "CARE AA" (Outlook Stable) for the outstanding Non-Convertible Debentures ofRs400 crores.
India Ratings and Research have assigned IND AA/Stable ratings toNon-Convertible Debentures (unlisted) amounting to Rs150 crores.
Long Term Non-Convertible Debentures rated AA/Stable (ratings reafirmedby CRISIL and CARE) amounting to Rs130 crores were repaid as scheduled during thefinancial year 2020-2021.
The Company effciently manages its surplus funds by investing in highlyrated debt securities fixed deposits with banks and highly rated Financial Institutionsand debt schemes of mutual funds considering safety liquidity and return. It monitors theborrowings on a continuous basis for opportunities to refinance prepay or restructure itsloans in order to reduce borrowing costs and foreign exchange exposure.
The Company has timely repaid its outstanding Non-ConvertibleDebentures and other term loans aggregating to Rs315.56 crores along with interest due asscheduled.
The Company is committed to maintain good standards of CorporateGovernance and adheres to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India (SEBI'). The Company has complied with theCorporate Governance Code as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A separate section on Report on Corporate Governancealong with certificate from the auditors confirming the compliance of conditions ofCorporate Governance is annexed and forms part of the Annual Report.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the financial year2020-2021 were on an arm's length basis and in the ordinary course of business andthe provisions of Section 188 of the Companies Act 2013 are not attracted. Thetransactions are in compliance with the applicable provisions of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Furtherduring the year under review there were no materially significant related partytransactions which may have a potential conflict with the interest of the Company atlarge. Accordingly the disclosure required under Section 134(3)(h) of the Companies Act2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is notapplicable to the Company.
All Related Party Transactions are placed before the Audit Committeefor review and approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted along with a statement giving details of allrelated party transactions are placed before the Audit Committee for its review onquarterly basis.
The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website and may be accessed at the linkhttp://www.birlacorporation.com/investors/policies/related-party-transactions-policy.pdf.
The details of the transactions with related parties pursuant to IND ASduring financial year 2020-2021 are provided in the accompanying financial statements.
Transactions with person or entity belonging to the promoter/ promotergroup which hold(s) 10% or more shareholding in the Company have been disclosed in theaccompanying financial statements.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Pursuant to the provisions of the Companies Act 2013 and Rule 8(3) ofCompanies (Accounts) Rules 2014 details relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are given in"AnnexureB" which is annexed hereto and forms part of the Directors'Report.
The Board has formed a Risk Management Committee (RMC') toframe implement and monitor the Risk Management Policy of the Company and ensure theadequacy of the risk management systems. The Company has adopted a comprehensive RiskManagement Policy which is reviewed by the Risk Management Committee and the AuditCommittee and approved by the Board from time to time. Risk Management is the process ofidentification assessment and prioritisation of risks followed by coordinated efforts tominimise monitor and mitigate/control the probability and/or impact of unfavourableevents or to maximise the realisation of opportunities.
These procedures are reviewed to ensure that executive managementcontrols risk through means of a properly defined framework. The major risks have beenidentified by the Company and its mitigation process/measures have been formulated in theareas such as raw materials and fuel quality market safety litigation logisticscommunity relations intellectual property project execution financial human resourcesfraud environment information technology and statutory compliance.
AWARDS & RECOGNITIONS
The details of various awards and recognitions received by variousunits of the Company during the financial year 2020-2021 are as follows:
? Satna Unit of the Company has been recognised by reputed bodies atdi3erent forums for excellent work viz. NABL accreditation from National AccreditationBoard for testing and Calibration Laboratories HR Best Strategy Award for excellentefforts during Covid-19 from "Bhartiya Mazdoor Sang Bhopal (M.P.) 5SRe-Certification Award from Quality Circle Forum of India & CSR Platinum Award.
? Chanderia Unit received the following Awards/recognition:
? "Energy Efficient Unit Award" at the 21st National EnergyAward for Excellence in Energy Management conducted by CII Hyderabad.
? State level BHAMASHAH' Award for the support provided foreffective contribution in the 3eld of education under CSR.
OCCUPATIONAL HEALTH & SAFETY
The Company aspires to become the most admired and respectedorganization by ensuring safety and occupational health in a sustainable manner. Personaland professional development of all the employees along with their robust health andsafety are among the top priorities of the organization.
The Company has engaged a reputed safety consultancy organization toroll out all comprehensive Safety Management System with an aim of involving each andevery employee of the company whether on permanent roll or contract manpower. A total of15 separate elements of Safety Management System are implemented in a structured manner.
Separate capex is earmarked for safety and health related assets everyyear and all necessary safety related equipment and disaster management infrastructure isbeing put in place.
Health and environmental issues are the top most priority. The Companyhas taken extensive vaccination programme for all the employees. Free medical check-upsand financial assistance to the covid affected families have been taken up.
To get good results in the accident prevention the Company hasincluded safety programmes like investigation and analysis of all serious and fatalaccidents recommendations/remedial measures to prevent similar accidents. Near-misssituation/incident with no injury is accorded serious consideration for planning ofpreventive measures.
To inspire and energize the employees to change their behavior forbetter performance and safety attitude the Company provides various training programmesrelated to Safety Management.
The Company complies with all statutory provisions as required underthe Factories Act. Competent persons carry out compulsory testing/examination of liftingtools pressure vessels cranes safety belts etc. as per statutory requirement. Safetyposters slogans are widely displayed inside the Company's factories-at shop 3oorscanteen and plant gates-to continuously remind everyone about safe working practices andenvironment so as to inculcate a culture of safety amongst the workers. Safety day/weekcelebration is organized every year with a view to create and motivate safetyconsciousness amongst the employees.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the provisions of the Companies Act 2013 theCompany has framed its Corporate Social Responsibility (CSR) Policy for the development ofprogrammes and projects for the benefits of weaker sections of society and the same hasbeen approved by the CSR Committee and the Board of Directors of the Company.
The CSR Policy of the Company provides a road maps for its CSRactivities. The purpose of CSR Policy is to devise an appropriate strategy and focus itsCSR initiatives and lay down the broad principles on the basis of which the Company willfulfil its CSR objectives. As per the said Policy the Company continues the strategy ofdischarging parts of its CSR responsibilities related to social services through varioustrusts/societies in addition to its own initiatives and donations made to othernon-government organisations.
The CSR Policy has been uploaded on the Company's website and maybe accessed at the link https://www.birlacorporation.com/investors/policies/csr-policy.pdf.
Pursuant to the provisions of Section 135 of the Companies Act 2013and Rules made thereunder a Report on CSR activities and initiatives taken during theyear in the prescribed format is given in "AnnexureC" which is annexedhereto and forms part of the Directors' Report.
The Company is actively associated with various social andphilanthropic activities undertaken on its own as well as by di3erent Trusts andSocieties. As a constructive partner in the communities in which it operates the Companyhas been taking concrete action to realize its social responsibility objective. TheCompany has been playing a pro-active role in the socio economic growth and hascontributed to all spheres ranging from health education women empowerment ruralinfrastructure development environmental conservation etc. In the past ten decades theCompany has supported innumerable social initiatives in India touching the lives of lakhsof people positively by supporting environmental and health care projects and socialcultural and educational programs.
The CSR Activities undertaken includes:
01. Healthcare Activities:
The Company provides active assistance finance as well as managerialto various hospitals set up by trust and societies.
The Company had provided financial as well as administrative support insetting up a hospital in Chittorgarh namely MP Birla Hospital and Research Centre wherethe Company has two cement plants. This is a State-Of-the-Art multi-speciality hospitalwhich has diagnostic and treatment facilities for Emergency General MedicinesCardiology Orthopaedics Gynaecology Childcare (NICU & SCBU) General SurgeryUrology Nephrology Ophthalmology Radiology including CT scan & Colour DopplerPharmacy and Physiotherapy amongst others. The hospital has in-house modern medical &pathological laboratories. The hospital also has Modular Operation Theatres and advancedIntensive Cardiac Care Unit Intensive Care Unit and Intensive Therapy Unit. The BloodBank of the hospital is 3rst and only private blood bank of the district. The hospital hasempanelled with di3erent schemes including Employees State Insurance Corporation and is inprocess of empanelment with Rajasthan Government Employees Health Scheme among others.The hospital is also in the process of getting accreditation with NABH which is a seal ofapproval for quality care and service for any hospital. Currently in the "In-PatientDepartment" approximately 115 beds are operational and best medical services areprovided to patients at a nominal cost. At the time of Pandemic where the world has been3ghting Coronavirus the hospital has come forward as beacon of hope for the people ofChittorgarh. It is the only private hospital in Chittorgarh district having 128 slice CTScan which is well-recognised diagnostic tool to measure the level of infection. Thehospital also provides in-patient services to Covid- 19 patients yet again the onlyprivate hospital in Chittorgarh district to do so. The initiative has helped people in andaround Chittorgarh to avoid travelling to nearby cities like Ahmedabad and Udaipur to getthemselves treated.
The 200000 sq. ft hospital has capacity to hold up to 300 beds. Thehospital building consists of basement ground and four 3oors. The separate housing wingis made up of ground and four 3oors which are used as residence by doctors nurses andparamedical sta3.
The Company has also provided various healthcare facilities like freemedical check-up free medicines and treatments for needy people. Organised medicalcheck-up camps free eye camps speciality health camps. Apart from this the Companyconducted adolescent health awareness camp and provided baby kits to new born babies toimprove maternal and child health. In the mother and child health care program Anganwadicentres are developed in villages. Trainings are imparted to the mothers on better healthhygiene and sanitation at Company's di3erent locations.
02. COVID-19 Pandemic:
After the outbreak of COVID-19 pandemic masks soaps free rations(both dry and cooked) were provided to the migrant labours and villagers and in thecommunity kitchens. Personal Protective Equipment's were provided to the front-lineCOVID workers. The Company also supported the village quarantine centres. Awareness driveswere undertaken in the localities.
03. Educational Initiatives:
In addition to financial and institutional support provided to theschools located close to the Company's plant the Company has upgraded schoolinfrastructures by providing furniture electri3cation repairing and painting. Itpromoted technology in schools by establishing smart education system in the governmenthigh schools. Scholarships are provided to the meritorious underprivileged children fortheir higher education. Under "Swachh Bharat" Mission the Company renovatedtoilets for girls and boys and provided water tank for drinking water.
04. Empowerment of Women:
Empowerment of women is one of the Company's long terminitiatives. With the aim of imparting women skills to get jobs the Company has takenvarious initiatives (sewing & stitching embroidery works) to promote skilldevelopment. The Company also supports schemes that generates employments for women invillages surrounding its factories and mining areas. Necessary training and support areprovided to Self-Help Groups (SHG) under various projects to make them self-reliant.
05. Livestock Development and Improvement in Agriculture Practices:
Livestock development program provides an opportunity for farmers toimprove their livestock based livelihoods by improving productivity of the progeny throughbreed improvement and dissemination of improved animal husbandry practices. The programmeprovided extension services including breeding fodder propagation and training offarmers to di3erent 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. These were supplemented by supportactivities (including hands-on training) in production of vermicompost drip irrigationtechniques high-yield seed and nursery development etc.
06. Horticulture Development:
The Company has developed 60 orchards in its mining lease areas wherebeneficiaries have started accruing income on regular basis.
07. Rural Infrastructure Development Initiatives:
Various rural development projects such as providing drinking waterfacilities strengthening village infrastructure are undertaken in the plant'sneighbourhood villages. The Company has also organised various awareness programmes onroad and driver safety and the importance of voting in elections. It has promoted socialforestry in the common and private land in the neighbourhood villages.
The Company is well aware of its responsibility towards sustainabledevelopment and environment. Various initiatives have been taken for Clean DevelopmentMechanism (CDM) and pollution prevention. Extensive plantation of trees has been done inthe mining area and special efforts have been made for rain water harvesting andconservation of water resources.
Eco-friendly plantations have been created in and around the plants.Equipment for pollution control is kept under regular inspection and emission levels aremonitored to ensure that the same remain within statutory limits. Concerns for environmentand sustainable development are integral to the Company's business decisions.
Interventions such as Bag Dust Collectors and water spray system indust generation areas have significantly reduced pollution. gas analyzer in kiln stack hasbeen installed for close SO2 & NOX
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 higher use of alternative fuel on continuous basis at its clinker manufacturingunits. This move ensures availability of alternative fuel throughout the year and hasresulted in reduction of fuel costs and also helped in reducing the carbon footprint.Company is extending its AFR facility to consume any of the available hazardous waste fromother industry. Municipal waste whenever made available is also being burnt in the Kiln.Wasteland has been used for bio-mass plantation as well to reduce the carbon foot printsof the Company.
The Waste Heat Recovery System at Satna and Chanderia plants of theCompany uses the hot gases coming out of the pre-heater and clinker cooler to generatesubstantial power thereby reducing Greenhouse Gases (GHG) emissions. Grinding aid isintroduced in all the units to improve consumption of 3y ash and slag. Further to protectthe environment the Company has consumed substantial quantity of 3y ash during thefinancial year 2020-2021 at various cement plants. This has resulted in reduction ofclinker usage which in turn reduced GHG emissions at our plants without compromising onthe quality and the strength of our cement. With a view to promote renewable energy andalso to produce energy through cleaner and greener sources the Company has installed SolarPower Plants at its Satna and Chanderia Cement Plants.
A Waste Heat Recovery System and Solar Power Plant were also installedat Maihar plant of RCCPL 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 forms anintegral part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation:
Shri Dilip Ganesh Karnik (DIN: 06419513) Non-Executive Non-IndependentDirector of the Company who retires by rotation at the ensuing Annual General Meeting(AGM) and being eligible offers himself for re-appointment.
Appointment/Change in designation/Cessation:
On the recommendation of the Nomination and Remuneration Committee theBoard of Directors of the Company during its Meeting held on 1st March 2021 had approvedthe following:
? Appointment of Shri Arvind Pathak (DIN: 00585588) as an AdditionalDirector and simultaneously as the Managing Director & Chief Executive Officer KeyManagerial Personnel of the Company for a period of 3 (three) years with effect from 31stMarch 2021. The above is subject to the approval of the shareholders in the ensuingAnnual General Meeting of the Company.
? Re-designation of Shri Pracheta Majumdar (DIN: 00179118) from'Wholetime Director & Chief Executive Officer' of the Company to WholetimeDirector designated as Chief Management Advisor' of the Company w.e.f. 31st March2021. Accordingly he ceased to be the Chief Executive Officer of the Company w.e.f. 31stMarch 2021.
Shri Manoj Kumar Mehta (ACS: 10962) was appointed as the CompanySecretary Key Managerial Personnel of the Company w.e.f. 1st December 2020.
Shri Girish Sharma ceased to be the Company Secretary Key ManagerialPersonnel of the Company w.e.f. 1st December 2020 in view of his retirement.
The tenure of Shri Pracheta Majumdar (DIN: 00179118) as WholetimeDirector designated as Chief Management Advisor will expire on 19th May 2021. ShriMajumdar has expressed his desire not to be re-appointed as the Wholetime Director/continue as the Non-Executive Director of the Company. Accordingly Shri Pracheta Majumdarwill cease to be the Wholetime Director designated as Chief Management Advisor'(Key Managerial Personnel) of the Company with effect from the close of business hours on19th May 2021.
In terms of Section 203 of the Companies Act 2013 the following arethe Key Managerial Personnel (KMP) of the Company as on 31st March 2021:
1. Shri Arvind Pathak: Managing Director & Chief Executive Officer.
2. Shri Pracheta Majumdar: Wholetime Director designated as ChiefManagement Advisor.
3. Shri Aditya Saraogi: Chief Financial Officer.
4. Shri Manoj Kumar Mehta: Company Secretary & Legal Head.
DECLARATION BY INDEPENDENT DIRECTORS
Shri Vikram Swarup Shri Anand Bordia Shri Brij Behari Tandon ShriDhruba Narayan Ghosh Dr. Deepak Nayyar and Smt. Shailaja Chandra are IndependentDirectors on the Board of the Company. The Independent Directors hold office for a fixedterm of five years and are not liable to retire by rotation.
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Further declaration has been received from all the IndependentDirectors confirming compliance with Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 as amended regarding the requirement relating toenrollment in the Data Bank maintained with the Indian Institute of Corporate Affairs(IICA'). In terms of the amended Section 150 of the Companies
Act 2013 read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Rules 2014 the Independent Director(s) of the Company areexempt from the requirement to undertake the online pro3ciency self-assessment testconducted by IICA.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board of Directors of the Company based on the recommendation ofthe Nomination and Remuneration Committee had formulated a Nomination and RemunerationPolicy in terms of Section 178(3) of the Companies Act 2013 and Regulation 19 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The Nomination and Remuneration Policy of the Company inter aliaincludes the aims and objectives principles of remuneration fixed and variablecomponents in the remuneration package guidelines for remuneration to Executive Directorsand Non-Executive Directors criteria for identification of the Board members andappointment of senior management.
The criteria for identification of the Board Members including thosefor determining qualification positive attributes independence etc. is summarily givenhereunder:
? A Director should possess high level of personal and professionalethics integrity and values. He/she should be able to balance the legitimate interest andconcerns of all the Company's stakeholders in arriving at decisions rather thanadvancing the interests of a particular constituency.
? A Director must be willing to devote sufficient time and energy incarrying out his/her duties and responsibilities effectively. He/she must have theaptitude to critically evaluate management's working as part of a team in anenvironment of collegiality and trust.
? Independent Directors shall be a person of integrity and possessexpertise and experience and/or someone who the Committee/Board believes could contributeto the growth/ philosophy/strategy of the Company.
? In evaluating the suitability of individual Board members theCommittee takes into account many factors including general understanding of theCompany's business dynamics global business social perspective educational andprofessional background and personal achievements. Factors like eligibility criteriaindependence term and tenure of a Director shall be in accordance with the provisions ofthe Act and the Listing Regulations for the time being in force.
? The Committee evaluates each individual with the objective of havinga group that best enables the success of the Company's business and achieve itsobjectives in a sustainable manner.
The Nomination and Remuneration policy as approved by the Board isuploaded on the Company's website and may be accessed at the linkhttps://www.birlacorporation.com/investors/ nomination-and-remuneration-policy.pdf.
ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee pursuant to the powersdelegated to it by the Board has carried out an annual evaluation of the performance ofthe Board the Directors individually as well as the evaluation of the functioning ofvarious Committees based on the criteria for performance evaluation forming part of thePerformance Evaluation Policy of the Company.
For the purpose of proper evaluation the Directors of the Company havebeen divided into 3 (three) categories i.e. Independent Directors; Non-IndependentChairman and Non-Independent Non-Executive Directors; and Executive Directors.
The criteria for evaluation include factors such as engagementstrategic planning vision and direction for growth and development team spirit andconsensus building effective leadership domain knowledge ensuring best practices ingovernance financial management and operations contributions towards achieving shortterm and long term goals of the Company and roadmap for achieving them managementqualities team work abilities result/achievements understanding and awarenessleadership qualities motivation/commitment/ diligence integrity/ ethics/values andopenness/ receptivity.
The Independent Directors of the Company in its separate meeting heldduring the year also reviewed the performance of Non-Independent Directors and Board as aWhole and Chairman of the Company taking into account the views of Executive Directors andNon-Executive Directors.
Further the performance evaluation of Independent Directors of theCompany was done by the entire Board excluding the Independent Director being evaluated.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March 2021 the Company has 7 (seven) subsidiary companiesnamely RCCPL Private Limited Lok Cement Limited Talavadi Cements Limited Birla JuteSupply Company Limited Budge Budge Floorcoverings Limited Birla Cement (Assam) Limitedand M.P. Birla Group Services Private Limited. 2 (Two) subsidiary companies namelyThiruvaiyaru Industries Limited and Birla Corporation Cement Manufacturing PLC Ethiopiaare under the process of voluntary winding up. In view of the aforesaid thesesubsidiaries have not been considered in preparing the Consolidated Financial Statements.
During the year under review RCCPL Private Limited wholly ownedmaterial subsidiary of the Company has performed extremely well and has achieved operatingparameters that are among the best in the industry.
No Company has become or ceased to be the Company's SubsidiariesJoint Venture or Associate Company during the financial year 2020-2021.
The "Policy on Material' Subsidiary" is availableon the Company's website and may be accessed at the link https://www.birlacorporation.com/investors/policies/policy-on-material-subsidiary.pdf.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of Subsidiaries/Associate Companies/Joint Ventures in Form AOC-1forms part of the consolidated financial statement and hence not repeated here for thesake of brevity. Further pursuant to the provisions of Section 136 of the Companies Act2013 the Annual Financial Statements of each of the Subsidiaries are available on theCompany's website at www.birlacorporation.com.
During the year under review the Company has not accepted any depositsfrom the public falling within the ambit of Section 73 of the Companies Act 2013 and theRules framed thereunder.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSCOURTS AND TRIBUNALS
No significant and material order has been passed by the regulatorscourts tribunals impacting the going concern status and Company's operations infuture.
In the appeals 3led by the Company and Mr. Harsh Vardhan Lodha theHon'ble Division Bench of the Hon'ble High Court at Calcutta ("the Hon'bleDivision Bench") vide order dated 1st October 2020 had inter-alia clarified theorder passed by the Hon'ble Single Bench dated 18th September 2020 in T. S. No. 6 of2004 (proceedings relating to the grant of Letters of Administration with the Will annexedof Smt. Priyamvada Devi Birla to which the Company is not a party) that "theoperation of paragraph (b) among the directions would be a restriction on plainti3 no. 1Harsh Vardhan Lodha to the extent of it being a restriction from holding any office in anyof the entities of the M.P. Birla Group during the pendency of the suit on the strengthof the shares referable to the estate of PDB (Priyamvada Devi Birla)." (emphasissupplied by Court). Based on the above clarification Shri Harsh Vardhan Lodha not beingappointed as Director of the Company on the strength of the shares referable to the estateof PDB is continuing as a Director & Chairman of the Company.
Two several contempt petitions 3led by some of the defendants in T. S.No. 6 of 2004 against the Chairman and Directors and Key Managerial Personnels of theCompany for the alleged violation of the Order dated 1st October 2020 has been dismissedby the judgment and Order dated 22nd April 2021 passed by the Hon'ble DivisionBench.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control procedures commensurate withits size and nature of business. The objective of these procedures are to ensure effcientuse and protection of the Company's resources accuracy in financial reporting anddue compliance with statutes corporate policies and procedures.
Internal Audit is conducted periodically across all locations byChartered Accountant/ Audit firms who verify and report on the effciency and effectivenessof internal 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 Controlsystem commensurate with the size scale and complexity of its operations. The systemencompasses the major processes to ensure reliability of financial reporting compliancewith policies procedures laws and regulations safeguarding of assets and economicaland effcient use of resources.
The controls were tested during the year and no reportable materialweaknesses either in their design or operations were observed.
The policies and procedures adopted by the Company ensures orderly andeffcient conduct of its business and adherence to the Company's policies preventionand detection of frauds and errors accuracy in the record-keeping and timely preparationof reliable financial information.
The Internal Auditors and the Management Audit Department continuouslymonitor the e3cacy of Internal Financial Control system with the objective of providing tothe Audit Committee and the Board of Directors an independent objective and reasonableassurance on the adequacy and effectiveness of the organization's risk managementmeasures with regard to the Internal Financial Control System.
The Audit Committee has satisfied itself on the adequacy andeffectiveness of the internal financial control systems laid down by the management. TheStatutory Auditors in its report have expressed an unmodified opinion on the adequacy andoperating effectiveness of the internal financial control systems over financialreporting.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistle Blower Policy forDirectors and employees to report concerns about unethical behaviour actual or suspectedfraud or violation of the Company's code of conduct or ethics policy if any. ThePolicy provides for adequate safeguard against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. ThePolicy also provides mechanism for reporting of instances of leak or suspected leak ofUnpublished Price Sensitive Information in terms of Regulation 9A of the SEBI (Prohibitionof Insider Trading) Regulations 2015. The Vigil Mechanism/Whistle Blower Policy has alsobeen uploaded on the website of the Company.
DETAILS RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNELAND EMPLOYEES
Disclosure pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in"AnnexureD" which is annexed hereto and forms part of the Directors'Report.
In terms of the provisions of Section 197(12) of the Companies Act2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement comprising the names of top 10 (ten) employees interms of remuneration drawn and every person employed throughout the year who were inreceipt of remuneration exceeding the prescribed limit forms part of Directors'Report.
The above Annexure is not being sent along with this Annual Report tothe Members of the Company in line with the provision of Section 136 of the Companies Act2013. Members who are interested in obtaining these particulars may write to the CompanySecretary at email@example.com. The aforesaid Annexure is also available for inspection byMembers on any working day of the Company upto the date of the Annual General Meeting.Members seeking to inspect such documents can send an email at firstname.lastname@example.org.
Commission to Non-Executive Directors:
The Board of Directors of the Company had approved payment of a sum ofRs10 Lakhs each as commission to all the Non-Executive Directors of the Company for thefinancial year 2020-2021. However Shri Harsh V. Lodha Non-Executive Chairman of theCompany has decided not to accept any commission and foregone his right for the financialyear 2020-2021 in view of the current pandemic situation on account of COVID-19.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Employees are the core strength of the Company. The Company continuedto focus on creating the right workplace environment that provides opportunities for ouremployees to improve their performance. Robust and up to date Human Resource (HR) Policiesare in place for proper evaluation of performances which is the key to building futureleaders.
HR functions in the organization have witnessed a paradigm shift andevolved to bring together modern day practices with proper use of technology andautomation. This had a profound impact on the morale and motivation of the employees whoare the prime-movers. The Company has succeeded in fostering a relationship with itsemployees which will help transform the organization.
There is a well-calibrated mechanism to reward meritocracy. Learningand development initiatives for our employees are geared to enable all-round performanceboth as individuals and as teams.
There is a continuous effort to improve HR service delivery in order tobetter serve the customers with simple well executed processes with proper use oftechnology.
Encouraging cordial working relation and maintaining good industrialrelations have been the philosophy and endeavour of the HR Department. Industrialrelations remained harmonious at all our offices and establishments throughout the year.Statutory compliances related to labour laws have been followed with due emphasis.
The Company had 7212 permanent employees on its rolls at the close ofbusiness hours on 31st March 2021. Suspension of Operation continues at Soorah JuteMills Auto Trim Division Birlapur and Birla Vinoleum Birlapur.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
In order to provide women employees with a safe working environment atworkplace and also in compliance with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunderthe Company has formulated a Policy on Prevention of Sexual Harassment of Women at theWorkplace. The said Policy has been uploaded on the internal portal of the Company forinformation of all employees.
The Company has complied with the provisions relating to constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Internal Complaints Committeecomprises of three employees and one outside member. One of the Senior female employee ofthe Company is the Presiding Officer of the said Committee.
No complaint pertaining to sexual harassment of women employees fromany of the Company's locations was received during the financial year ended 31stMarch 2021.
MAINTENANCE OF COST RECORDS
The Company is required to maintain cost records as specified by theCentral Government under sub-section (1) of Section 148 of the Companies Act 2013 andaccordingly such accounts and records are made and maintained by the Company.
AUDITORS & AUDITORS' REPORT
M/s. V. Sankar Aiyar & Co. Chartered Accountants (FirmRegistration No.109208W) were appointed as the Statutory Auditors of the Company at the97th Annual General Meeting held on 31st July 2017 for a term of five consecutive yearscommencing from the conclusion of the 97th Annual General Meeting till the conclusion ofthe 102nd Annual General Meeting of the Company to be held in the year 2022 subject torati3cation of their appointment by Members at every Annual General Meeting.
However pursuant to the amendment to Section 139 of the Companies Act2013 effective 7th May 2018 rati3cation by Shareholders every year for the appointmentof the Statutory Auditors is no longer required and accordingly the Notice of ensuingAnnual General Meeting does not include the proposal for seeking Shareholders'approval for rati3cation of Statutory Auditors' appointment.
The notes on accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any comments.
The Board of Directors on the recommendation of the Audit Committee hadappointed M/s. Shome & Banerjee (Firm Registration No. 000001) Cost Accountants asthe Cost Auditors of the Company for the financial year 2021-2022 for auditing the costrecords relating to cement jute goods and steel products manufactured by the Company. Theremuneration proposed to be paid to the Cost Auditors is subject to rati3cation by theshareholders of the Company at the ensuing Annual General Meeting.
M/s. Shome & Banerjee has confirmed that they are free from anydisqualifications specified under Section 141(3) and proviso to Section 148(3) read withSection 141(4) and all other applicable provisions of the Companies Act 2013 and theirappointment meets the requirements of Section 141(3)(g) of the Companies Act 2013. Theyhave further confirmed their independent status and arm's length relationship withthe Company.
The Company submits its Cost Audit Report with the Ministry ofCorporate Affairs within the stipulated time period.
The Board of Directors on the recommendation of the Audit Committee hadappointed M/s Mamta Binani & Associates Company Secretaries to conduct secretarialaudit of the Company for the financial year 2020-2021. The Secretarial Audit Report forthe financial year ended 31st March 2021 is given in "Annexure-E" which isannexed hereto and forms part of Directors' Report. The Report is self-explanatoryand do not call for any comments.
Further the Board on the recommendation of the Audit Committee hasappointed M/s. Mamta Binani & Associates Company Secretaries to conduct secretarialaudit of the Company for the financial year 2021-2022.
Further pursuant to the provisions of Regulation 24A of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 RCCPL Private Limited is amaterial subsidiary of the Company in terms of Regulation 16(1)(c) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Secretarial Audit Reportsubmitted by the Secretarial Auditor of RCCPL Private Limited has been given in"Annexure-F" which is annexed hereto and forms part of Directors' Report.
There are no audit qualifications adverse remarks or disclaimer in therespective reports of the Statutory Auditors and Secretarial Auditors for the year underreview.
None of the Auditors of the Company has reported any fraud as specifiedunder Section 143(12) of the Companies Act 2013.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions ofSecretarial Standards i.e. SS-1 and SS-2 relating to Meetings of the Board ofDirectors' and General Meetings' respectively issued by the Institute ofCompany Secretaries of India.
Statements in this Report particularly those which relate toManagement Discussion & Analysis describing the Company's objectivesprojections estimates expectations or predictions may be forward lookingstatements' within the meaning of applicable laws or regulations. Actual resultscould however di3er materially from those expressed or implied. Important factors thatcould make a di3erence to the Company's operations include global and domesticdemand-supply conditions 3nished goods prices raw materials and fuels cost &availability transportation costs changes in Government regulations and tax structureeconomic developments within India and in the countries with which the Company hasbusiness contacts and other factors such as litigation and industrial relations.
The Directors wish to place on record their appreciation for thecontinued support and co-operation received by the Company from the Government of IndiaState Governments Financial Institutions Banks Dealers Customers vendors and last butnot the least from the Stakeholders.
The Directors regret the loss of life due to Covid-19 pandemic and aredeeply grateful and have immense respect for every person who risked their lives andsafety to 3ght this pandemic.
| ||For and on behalf of the Board of Directors |
|Harsh V. Lodha ||Arvind Pathak |
|Chairman ||Managing Director & |
|(DIN: 00394094) ||Chief Executive Officer |
| ||(DIN: 00585588 ) |
|Place: Kolkata || |
|Dated the 12th May 2021 || |