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HeidelbergCement India Ltd.

BSE: 500292 Sector: Industrials
NSE: HEIDELBERG ISIN Code: INE578A01017
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VOLUME 19352
52-Week high 217.60
52-Week low 139.40
P/E 17.65
Mkt Cap.(Rs cr) 4,531
Buy Price 200.10
Buy Qty 15.00
Sell Price 201.00
Sell Qty 200.00
OPEN 204.00
CLOSE 202.90
VOLUME 19352
52-Week high 217.60
52-Week low 139.40
P/E 17.65
Mkt Cap.(Rs cr) 4,531
Buy Price 200.10
Buy Qty 15.00
Sell Price 201.00
Sell Qty 200.00

HeidelbergCement India Ltd. (HEIDELBERG) - Director Report

Company director report

To the Members

The Directors are pleased to present the 60th Annual Report together with the auditedaccounts of the Company for the financial year ended 31st March 2019 (FY19).

THE YEAR IN RETROSPECT

Fy19 turned out to be a mixed bag for the Indian economy. It witnessed sharp rise incrude oil prices followed by a dramatic fall INR depreciation resolution of large NPAsunder Indian Bankruptcy Code liquidity problems surrounding NBFCs subdued inflation ledby lower food prices and farm loan waivers announced by few state governments etc.

The provisional estimates show that GDP growth for FY19 slumped to a five year low of6.8%. Index of Industrial Production grew by 3.6% in FY19 compared to 4.4% in FY18.Overall the macro-economic indicators are stable.

After eight years cement production once again registered a double digit growth of~13% as against ~6% in FY18 leading to an average capacity utilization of ~70 percent animprovement of ~5 percent over last year. Demand growth has primarily been driven byinfrastructure segment scale up in execution of Government housing projects and boostfrom pre-election spending. Good monsoons ensured steady cement demand from the ruralsegment as well.

At the end of FY1 9 the overall installed cement manufacturing capacity stood close to483million tonnes. Cement production during FY19 was about 337* million tonnes compared to298 million tonnes in FY18.

* Source: Website of Office of Economic Adviser Ministry of Commerce and Industry.

FINANCIAL HIGHLIGHTS / REVIEW OF OPERATIONS

During FY1 9 the Company reported highest ever production and sales volume salesrevenue EBITDA and net profit. The Company produced 4.82 million tonnes of cementcompared to 4.61 million tonnes during the financial year ended 31 st March 2018 (FY18)an increase of 4.6%. Cement sales during the year were 4.90 million tonnes compared to4.65 million tonnes in FY18 an increase of 5.2%. Net sales in FY19 were INR 21333.5million compared to INR 18894.7 million in FY18 an increase of 12.9%. The net profit forFY19 was INR 2206.6 million compared to INR 1331.8 million in FY18.

A snapshot of the Company's financial performance for FY19 vis-a-vis performance forFY18 is as under: -

(Rs. in million)
Particulars Financial Year ended 1 31 March 2019 Financial Year ended 31 March 2018
Income
Revenue from Operations (Net of Excise duty/GST) 21333.5 18894.7
Other Income 348.2 199.3
Total Revenue 21681.7 19094.0
Earnings before Interest Tax Depreciation and Amortization (EBITDA)- Including other income 5181.6 3832.9
Depreciation and Amortization 1017.7 1011.7
Finance Cost 747.8 744.5
Profit before Tax 3416.1 2076.7
Total Tax expense 1209.5 744.9
Net Profit for the year 2206.6 1331.8

We keenly observe the trends in local markets and movements in global indices andstrive to achieve lowest possible cost and inventory levels.

One of the major input costs for cement Industry is fuel. During FY19 the global fuelprice increased by 22%. The pet coke prices had more than doubled during FY18 despitewhich the upward trend in pet coke price continued in FY19 as well. The sharp fall inIndian Rupee made the imported fuel increasingly costlier. In this backdrop the Companyactively juggled its fuel sourcing between domestic and international sources therebyminimising the adverse impact of global fuel price and currency depreciation. We havesecured 158000 tonnes of indigenous coal from Coal India through e-auction for next 5years.

During FY19 there was a shortage of flyash in the region where the Company operates.The team managed to source the desired volume of flyash from multiple sources with an eyeon containing its landed cost to the lowest possible. The Company has entered into a longterm contract for procurement of gypsum leading to reduction in cost by 5% over theprevious year.

The Company has entered into a 25 years solar power purchase agreement for AmmasandraUnit which will meet close to 50% of its power requirements. Generation/sourcing ofrenewable energy through non-conventional sources is a step towards sustainability.

The capacity utilization of the Company's plants in Central India has crossed 90% andthe technical team is working on de-bottlenecking of plant and machinery to furtherincrease production capacity.

For a cement consumer more than quality it's the consistency that matters. Ourflagship brand -'Mycem' - is known for its unparalleled consistent high quality.Appropriate brand acceptance and visibility has enabled the Company to increase its salesvolume by~ 5%. The Company organized events training programs and conferences for itschannel partners to foster a stronger bond with them. The efforts of the sales team werebacked with additional support from teams of production quality control and logistics.

TRANSFER TO DEBENTURE REDEMPTION RESERVE

The Company had allotted 10.4% Non-Convertible Debentures aggregating to INR 3700million on 16th December 2013. These debentures are redeemable in three instalments at theend of 6th 7th and 8th year from the date of allotment. Accordingly an amount of INR 1250million will become due for repayment on 16th December 2019. The Company has adequate bankbalance to meet its obligations towards the redemption of debentures. It is proposed totransfer an amount of INR 134.3 million (previous year INR 134.1 million) out of theprofits for FY19 to the Debenture Redemption Reserve (DRR) which stands at INR 710.1million as on 31st March 2019.

During the year the credit rating in respect of the aforesaid debentures has beenreaffirmed as "IND AA+" (with stable outlook) by India Ratings and Research Pvt.Ltd.

REPAYMENT OF EXTERNAL COMMERCIAL BORROWINGS

The Company had borrowed INR 1500 million in two tranches of INR 750 million each inthe year 2013 by way of External Commercial Borrowings (ECB) for the purpose of financingimport of capital goods for setting-up Waste Heat Recovery based Power Generation Projectat Damoh; residual payments towards Damoh-Jhansi expansion project and certain othermodernization projects. During FY19 the said ECB has been fully repaid.

DIVIDEND

During FY19 the Company has already paid an interim dividend of INR 1.0 per share(10%). The Board has recommended a final dividend of INR 3.0 per share (30%) subject tothe approval of the shareholders at the ensuing AGM. Thus the total dividend including theproposed Final Dividend amounts to INR 4.0 per equity share (INR 2.50 per share for FY18)and the same will absorb INR 1092.8 million including Dividend Tax of INR 186.3 million.

Dividend Distribution Policy

Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 requires the top 500 listed companies based on the marketcapitalization to formulate a Dividend Distribution Policy. In compliance with the saidrequirement the Board of Directors had formulated a Dividend Distribution Policy in FY17and the same is posted on the Company's website. The web-link to access the said policy isas follows:

http://www.mycemco.com/sites/default/files/HCIL%20Dividend%20Distribution%20Policy.pdf

Unclaimed dividends: The respective due dates on which unclaimed amounts of dividendswill be transferred to ‘Investor Education and Protection Fund' (IEPF) are givenbelow:

S. No. Financial Year Dividend Per Share (INR) Date of declaration Date of transfer to IEPF
1 FY2016-17 2.00 22nd September 2017 28th October 2024
2 FY2017-18 2.50 21st September 2018 27th October 2025
3 FY2018-19 1.00 (Interim) 25th October 2018 30th November 2025

ENVIRONMENTAL SUSTAINABILITY

Committed to deliver on our Sustainability Goals 2030 we strive to excel inenvironment protection by reducing footprint on water air and land and minimising CO2emissions enabling circular economy through creating wealth by recycling and reusingwaste materials. We remain committed to engage and deliver in the following key domainareas:

• Driving Economic Strength & Innovation

• Achieving excellence in Occupational Health and Safety

• Reducing our Environment Footprint

• Enabling Circular Economy

• Being Good Neighbour

• Ensuring Compliance and Transparency

The company drew the distinction of being net water positive for the sixth year in therow. In FY2018-19 despite drop in rainfall in the region the teams at the plants managedto harvest adequate water to become net water positive by ~ 5.7 times.

The company's carbon footprint was 585 kg of CO2 /ton of cement produced andthe same remains lower than the industry average. Clinker incorporation factor of 63% wasachieved by maximising utilisation of fly ash and other additives; a big step towardspreserving natural limestone reserves for generations to come. During FY19 the companygenerated 72726 Mega Watt of power from the Waste Heat Recovery Power Plant atNarsingarh which caters to about 37% of its total power requirement. A thermal powerplant generating this much amount of power would consume 57041 tonnes of coal and wouldemit 59266 tonnes of CO2.The commissioning of Selective NonCatalytic Reduction(SNCR) System has enabled the Company to reduce Nitrogen Oxide emissions by 40% whichoccurs during clinkerisation process. The Company recycled waste materials as alternatefuels in its kilns with a view to promote green and clean environment. All the plants ofthe Company are ISO 14001 (Environment Management System) certified.

ENRICHING BIODIVERSITY

The Company has increased the green cover to about 38% of the factory area. Waterbodies too have been developed to support plantation. These water bodies and trees arehome to a variety of flora and fauna. The enriched bio diversity provides shelter tothousands of parrots and numerous other bird species.

We strive to preserve and enhance the biodiversity across all plants and mines. TheCompany has taken several measures for improving air quality prevention of soil erosionand conservation of flora and fauna. The residents in colonies across all plants have alsodeveloped small home gardens.

MAKING A DIFFERENCE THROUGH CSR

The Company is committed to the well being of local communities and continues to makeits contribution through variety of community development programmes and projects.Community development interventions are focusing on education healthcare sustainablelivelihood infrastructure development & social engagement programs. Our belief is toencourage community participation at all levels from planning implementation monitoringand maintenance of assets created under CSR projects. Our approach is to align ourinitiatives and efforts with other stakeholders like village institutions villagepanchayats and local bodies of government. During FY19 the Company has spent INR 29.20million on various CSR activities / projects which is greater than the obligationspursuant to Section 135 of the Companies Act 2013.

Under education programme our focus has been towards strengthening the basicinfrastructure facilities in government schools and hostels located around the Plants. TheCompany has upgraded the infrastructure of a school near Narsingarh mines by constructinga boundary wall kitchen shed and toilets and providing tables and benches drinking waterfacilities and solar panels. Books and notebooks were also provided to economically weakerstudents in surrounding villages. At Jhansi a well-equipped chemistry and physicslaboratory has been developed at a government residential school together with a modelMycem block in residential campus.

The Company's Central India plants are situated in water scarce region. To cater to theneed of water bore-wells with pump sets have been installed in villages near Narsingarhand Jhansi Plants. Water ATMs have been installed and maintained by the Company at placesin Narsingarh to provide cool RO water to the community.

Under the healthcare programme a team of doctors organized health camps in nearbyvillages. Extending this doorstep medical facility has been helpful especially to olderpeople expecting mothers and children.

Rural women girls and youth are getting continuous support through quality skilldevelopment programmes organized at "Sakshamta Vikas Kendra" in Jhansi. Effortsare being made to develop a model agricultural farm at Jhansi which will demonstrate bestagricultural practices and also provide training to farmers.

The Company continued to extend support for development of infrastructure around itsplants and mines viz. construction of concrete roads for smooth connectivity boundarywalls cremation sheds etc.

The Report on CSR activities together with brief outline of CSR Policy of the Companyis annexed herewith as ‘Annexure - A'.

OCCUPATIONAL HEALTH & SAFETY

Safety of employees and all stakeholders is of paramount importance to us and has nowbecome a part of our business DNA. "Someone is waiting for you at Home" is themessage that's spoken most during all meetings. Driven by this philosophy we promote asafe and healthy working environment.

Top Management accords foremost priority to safety and has set a target toachieve‘zero harm' by 2020. Safety conversations and safety zones are effectivelyused for employee engagement and nurturing safety culture in all aspects of operations.Safety zones have been created at all plants with cross functional teams includingcontractual employees.

HeidelbergCement Group's cardinal norms guidelines standards and legal requirementsalong with stipulations under ISO 45001-Occupational Health and Safety Management Systemare being strictly adhered to at all the plants. Safety Leadership training programmeswere conducted for top management plant heads and department heads at all plants forimplementing group's clean site and safe site initiatives safety conversations and safetyzone concepts. Employees were imparted safety induction trainings refresher courses andjob specific trainings like scaffolding safety working at height and in confined spaceetc.

A schedule of twenty four most critical safety hazards relevant to cement industry hasbeen compiled. These Safety themes are announced every month and all the aspects relatingto the theme are dwelt upon throughout the month so as to firmly instill safetyconsciousness in the minds of employees. Drivers and helpers were also imparted trainingon defensive driving techniques. Monitoring of the workplace for noise particulatematter free silica and illumination level is being done as per the regulatory norms. Allplants are ISO 45001 certified.

We are happy to inform that the Company has achieved safe business year with Zero losttime injury and therefore the Lost Time Incidents Frequency Rate (LTIFR) stood at zerocompared to 0.2 in FY18. Narsingarh plant was awarded Golden Peacock Safety Award 2018.

AWARDS AND ACCOLADES

The Company continues to pursue excellence in all areas of its operations which isbeing recognized in the form of awards and honours.

• Jhansi Plant was given ‘Greenco Gold' rating in September 2018 valid forthree years by Confederation of Indian Industry under their Green Company Rating System.

• Jhansi Plant was awarded a commendation certificate by Ministry of Power inappreciation of its efforts for energy conservation.

• Jhansi Plant received ‘Excellent Energy Efficient Unit' award fromConfederation of Indian Industry at the 19th National Awards for Excellence in EnergyManagement.

• Damoh Unit was given ‘Greenco Silver' rating in September 2018 valid forthree years by Confederation of Indian Industry under their Green Company Rating System.

• Narsingarh Plant was given ‘Golden Peacock Award - Gold' by Institute ofDirectors for excellence in Occupational Health and Safety.

• Narsingarh Plant was given first prize in ‘Safety Excellence' by QualityCircle Forum of India at the National Cement Conclave.

• Diamond Patharia Limestone Mines was awarded 3rd prize for overall performanceby Directorate General of Mines Safety.

• Diamond Patharia Limestone Mines continues to be accredited with Five StarRating* by the Ministry of Mines Government of India.

* "Star Rating of Mines" is a scheme of the Ministry of Mines Government ofIndia to recognise the performance of mines by giving them rating ranging from one tofive stars. Under the scheme mines bearing major minerals are evaluated on the parametersrelating to sustainable development in accordance with sustainable development frameworkdesigned by Ministry of Mines and validated by Indian Bureau of Mines.

CORPORATEGOVERNANCE

The essence of Corporate Governance lies in promoting and maintaining integritytransparency and accountability. The Company believes in creating and sustainingrelationship based on trust and transparency with all its stakeholders. The governanceframework enjoins the highest standards of ethical and responsible conduct. All theDirectors and employees consider it their personal responsibility to conduct themselves inaccordance with the Code of Conduct set out by the organization.

The Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 have further reinforced the governance regime in India. The Companyremains fully compliant with the corporate governance requirements as prescribed under thesaid regulations. Pursuant to the provisions of the listing regulations a certificatefrom M/s. Nityanand Singh & Co. a firm of Company Secretaries in Practice confirmscompliance with conditions of Corporate Governance and forms an integral part of thisReport. The Company has also ensured compliance with applicable Secretarial Standardsissued by the Institute of Company Secretaries of India pursuant to Section 118(10) of theCompanies Act 2013.

A certificate furnished by Mr. Jamshed Naval Cooper Managing Director and Mr. AnilKumar Sharma Chief Financial Officer in respect of the financial statements and the cashflow statement for the financial year ended 31 st March 2019 is annexed as Annexure‘B' to this Report.

Management Discussion and Analysis Report is also given as an addition to this Report.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of the SEBI Listing Regulations a BusinessResponsibility Report forms part of this Annual Report.

DIRECTORS

End of tenure of Independent Directors:

The tenure of five years for the three Independent Directors namely Mr. P. G. MankadMr. S. Krishna Kumar and Mr. Pradeep V. Bhide came to an end on 31st March 2019.Accordingly the aforesaid Independent Directors ceased to be directors of the Company witheffect from close of business hours on 31st March 2019.

The Board places on record its appreciation for the valuable guidance provided by Mr.Mankad Mr. Kumar and Mr. Bhide during their tenure as directors of the Company. The Boardalso places special thanks and appreciation for the guidance and direction provided by Mr.Mankad as Chairman of the Board since 2006.

Appointment of new Independent Directors:

• Ms. Akila Krishnakumar has been appointed as an Additional Director in thecategory of Independent Woman Director with effect from 25th October 2018.

• Mr. Ramakrishnan Ramamurthy has been appointed as an Additional Director in thecategory of Independent Director with effect from 12th February 2019.

The Board has appointed Ms. Akila Krishnakumar as its Chairperson with effect from 1 stApril 2019. In the capacity of additional directors Ms. Akila Krishnakumar and Mr.Ramakrishnan Ramamurthy hold office up to the date of the ensuing Annual General Meeting.The Company has received notices under section 160(1) of the Companies Act 2013 frommembers proposing their appointment as directors in the ensuing AGM. Their brief profileis given in the Notice of AGM. Ms. Akila Krishnakumar and Mr. Ramakrishnan Ramamurthy havesubmitted declarations to the Company that they fulfil the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.The Board recommends theirappointment by the members in the ensuing AGM.

Resignation of Directors:

Mr. Juan-Francisco Defalque and Dr. Albert Scheuer NonExecutive Directors of theCompany resigned from the Board of Directors with effect from close of business hours on11thMarch 2019 and 31stMarch 2019 respectively. The Board places on record itsappreciation for the valuable guidance provided by Mr. Defalque and Dr. Scheuer duringtheir tenure as Directors of the Company.

Retirement by rotation:

Mr. Kevin Gerard Gluskie and Ms. Soek Peng Sim retire by rotation at the ensuing AGMand being eligible have offered themselves for re-appointment. Their brief profiles aregiven in the Notice of AGM. The Board recommends the reappointment of the aforesaiddirectors.

Reappointment of Whole-time Director:

The members of the Company at the Annual General Meeting held on 22nd September 2017had reappointed Mr. Sushil Kumar Tiwari as Whole-time Director of the Company for a periodof two years from 10th June 2017 till 9th June 2019. The Board at its meeting held on 24thMay 2019 has reappointed Mr. Sushil Kumar Tiwari as Whole-time Director for a furtherperiod of two years from 10th June 2019 to 9th June 2021 subject to the approval ofmembers in the ensuing AGM. The Board recommends the special resolution for reappointmentof Mr. Tiwari as provided at Item No. 7 of the Notice of AGM.

DISCLOSURES UNDER COMPANIES ACT 2013

Number of Board Meetings: During FY19 four board meetings were held. The detailsof the same are given in the Corporate Governance Report.

Composition of Audit Committee: The Audit Committee of the Company until 31st March2019 comprised four members namely Mr. S. Krishna Kumar (Chairman of the Committee) Mr.P. G. Mankad Mr. Pradeep V. Bhide and Ms. Soek Peng Sim. Consequent to change incomposition of Board of Directors the Audit Committee of the Company stands reconstitutedwith effect from 1st April 2019. It presently comprises three members namely Mr.Ramakrishnan Ramamurthy (Chairman of the Committee) Ms. Akila Krishnakumar and Ms. SoekPeng Sim.

Board Evaluation: In accordance with the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an annual evaluation of its own performance that of the directorsindividually and that of all the Committees constituted by it namely the AuditCommittee Nomination and Remuneration Com mittee CSR Com mittee Stakehold ersRelationsh ip Com mittee an d Ri sk Management Committee. The manner in which theperformance evaluation has been carried out has been explained in the Corporate GovernanceReport.

Policy for appointment and remuneration of directors: The Board has on therecommendation of the Nomination and Remuneration Committee framed a ‘Nomination andRemuneration Policy‘. The policy inter alia lays down the criteria for determiningqualifications attributes and independence of potential candidates for appointment asdirectors and determining their remuneration. The brief details of the Policy have beenprovided in Corporate Governance Report. The said Policy has been posted on website of theCompany and the web link to access the said policy is as follows:

http://www.mycemco.com/sites/default/fles/HCIL%20Nomination%20and%20Remuneration%20Policy.pdf

The Board has also adopted a ‘Board Diversity Policy' which requires the Board toensure appropriate balance of skills experience and diversity of perspectives in its owncomposition.

Annual Return: The extract of the Annual Return in the prescribed form MGT - 9 isannexed herewith as Annexure ‘C'.

Key Managerial Personnel: No changes took place in the Key Managerial Personnel(KMP) during FY19. The following persons continue to be the KMP of the Company:-

• Mr. Jamshed Naval Cooper Managing Director;

• Mr. Sushil Kumar Tiwari Whole-time Director;

• Mr. Anil Kumar Sharma Chief Financial Officer; and

• Mr. Rajesh Relan Legal Head & Company Secretary. General: TheDirectors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions with respect to these items during FY19:

• Details relating to deposits covered under Chapter V of the Companies Act 2013.

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of stock options or sweat equity shares.

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in future.

• Loans investments guarantees and securities in terms of Section 186 of theCompanies Act 2013.

INTERNAL FINANCIAL CONTROLS The Company has in place various internal controlspolicies and procedures to ensure orderly and efficient conduct of its business. StandardOperating Procedures (SOPs) and Risk Control Matrix (RCM) have been designed for allcritical processes across its operations. The internal financial controls are tested foroperating effectiveness through management's ongoing monitoring and review processes andindependently by the internal auditors. In our view the internal financial controls areadequate and are operating effectively.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them and based on the assessment of the management the Board ofDirectors makes the following statements in terms of Section134 of the Companies Act2013:

(a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) that such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31 stMarch 2019 and of theprofit of the Company for the financial year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the financial statements for the financial year ended 31st March 2019 havebeen prepared on a ‘going concern' basis;

(e) that proper internal financial controls were in place and that such internalfinancial controls were adequate and were operating effectively; and

(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All the transactions entered into between the Company and its related parties duringthe financial year ended 31st March 2019 were in the ordinary course of business and on anarm's length basis. The particulars of such transactions have been disclosed in the notesto accounts of the Balance Sheet presented in the Annual Report. During the year underreview the Company has not entered into any related party transaction exceeding thethreshold limit provided under the Companies Act 2013/Rulesmade thereunder and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. A statement of allthe related party transactions is placed before the Audit Committee on a quarterly basisspecifying the nature and value of the transactions.

The Company has in place a Policy on Related Party Transactions and a framework for thepurpose of assessing the basis of determining the arm's length price of relevanttransactions. The said policy and the framework are annually reviewed by the AuditCommittee and the Board of Directors. The same have been posted on the Company's website.The web-link to access the said policy and framework is as follows:

http://www.mycemco.com/sites/default/files/March-2019/RPT%20Policy%20w.e.f.%201.4.2019%20.pdf

RISK MANAGEMENT

One of the factors that distinguish a company's journey to create sustainable value forits shareholders is its ability to manage the business risks. Many risks exist in theoperating environment and may emerge from time to time. The Risk Management processes ofthe Company ensure that the risks are identified well in time and addressed proactively.

The business risks have been classified under the broad heads - strategic operationalfinancial and legal & compliance risks. The Company's Risk Management Policy lays downa bottom-up process comprising risk identification analysis and evaluation treatment andcontrolling. Risk owners identify and analyse all risks in their area of operations. Thebusiness risks are reviewed by the Senior Management and critical risks are placed beforethe Risk Management Committee/Board of Directors for review. The amended Regulation 21 ofthe SEBI Listing Regulations requires the top 500 listed companies based on marketcapitalization to constitute a Risk Management Committee. Accordingly the Board ofDirectors has constituted a Risk Management Committee. The details relating to compositionof the Committee and its functions are provided in Corporate Governance Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism / whistle blower policy to deal with theinstances of unethical behaviour fraud conflict of interest mismanagement and violationof the Code of Conduct. During FY19 a complaint was received under the Vigil Mechanismfrom a contract employee which was dealt with in accordance with the provisions of thesaid Policy. The details of the vigil mechanism are given in the Corporate GovernanceReport and a copy of the Policy has been posted on the Company's website. The web link toaccess the same is as follows:

ht:tp://www.m^emco.com/sites/defut/fes/W.e.f.%201.4.2019%20HQL%2CMhste%20Bowe%>20Policypdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company continues to remain compliant with the provisions of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 which aims toprotect women at workplace against any form of sexual harassment and prompt redressal ofany complaint. During FY19 no complaint has been received by the Company in this regard.

AUDITORS

In accordance with the provisions of Section 139(1) of the Companies Act 2013 themembers had at the 58th Annual General Meeting (AGM) held on 22ndSeptember 2017 appointedS.N. Dhawan & Co. LLP. Chartered Accountants as statutory auditors of the Company upto the conclusion of the 63rd AGM (FY2017-18 to FY2021 -22).

The observations of the Auditors in their report on Accounts read with the relevantnotes are self-explanatory. The Auditors' Report does not contain any qualificationreservation or adverse remark.

COST AUDIT

The Company is maintaining cost records in accordance with provisions of Section 148 ofthe Companies Act 2013 and the Rules made thereunder. The Cost Audit for FY18 wasconducted by M/s R. J. Goel & Co. Cost Accountants Delhi and as required Cost AuditReport was duly filed with the Ministry of Corporate Affairs Government of India. TheAudit of the cost accounts of the Company for FY19 is also being conducted by the saidfirm and the Report will be filed within the stipulated time.

In accordance with Section 148 of the Companies Act 2013 and the Companies (CostRecords and Audit) Rules 2014 the Board of Directors has on the recommendation of theAudit Committee appointed M/s. R. J. Goel & Co. Cost Accountants as Cost Auditor ofthe Company for the financial year 2019-20 on a remuneration of I NR 250000. Pursuant toSection 148(3) of the Companies Act 2013 a resolution seeking member's ratification forthe remuneration payable to M/s. R. J. Goel & Co. Cost Accountants is included in theNotice convening the AGM. The Board recommends the aforesaid resolution for approval ofthe members.

SECRETARIAL AUDIT

The Board had appointed M/s. Nityanand Singh & Co. a firm of Company Secretariesin Practice as Secretarial Auditor for carrying out secretarial audit of the Company forthe financial year ended 31st March 2019 in accordance with the provisions of Section 204of the Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The Report of the Secretarial Auditor is annexed herewith asAnnexure ‘D'. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

Secretarial Compliance Report: SEBI vide its circular dated 8th February 2019 has madeit mandatory for listed companies to annually submit to stock exchanges SecretarialCompliance Report within 60 days from the end of financial year. M/s. Nityanand Singh& Co. has furnished Secretarial Compliance Report for FY19. The said Report does notcontain any qualification reservation or adverse remark. The said Report has been placedon website of the Company and the web link to access the same is as under:

http://www.mycemco.com/sites/default/files/AnnualSecretarialComplianceReport31032019.pdf

PARTICULARS OF EMPLOYEES

The particulars of employees required pursuant to Section 197 of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 form part of this Report and is annexed as Annexure ‘E'. Inaccordance with the provisions of Section 136 of the Act the Board's Report and thefinancial statements for the financial year ended 31st March 2019 are being sent to themembers and others entitled thereto excluding the information on particulars of employeesas required pursuant Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 which is available for inspection by the members at theRegistered Office of the Company during business hours on all working days up to the dateof the ensuing Annual General Meeting. If any member desires to have a copy of the samehe may write to the Company Secretary in this regard.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014form part of this Report andare annexed as Annexure ‘F'.

ACKNOWLEDGEMENTS

The Directors acknowledge the continued assistance and support of all stakeholdersincluding Customers Bankers C&Fs Dealers Suppliers and Contractors. We also takethis opportunity to express our sincere gratitude for the cooperation and support receivedby the Company from various agencies of the Central and State Government(s). The Directorswish to place on record their sincere appreciation to all employees for their commitmentand continued contributions to the Company. We remain grateful to the shareholders fortheir confidence and faith reposed in the management.

For and on behalf of the Board
Place: Gurugram Akila Krishnakumar
Date: 24th May 2019 Chairperson