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India Cements Ltd.

BSE: 530005 Sector: Industrials
NSE: INDIACEM ISIN Code: INE383A01012
BSE 10:18 | 03 Dec 187.05 1.25
(0.67%)
OPEN

186.60

HIGH

188.25

LOW

186.05

NSE 10:09 | 03 Dec 187.20 1.35
(0.73%)
OPEN

186.95

HIGH

188.45

LOW

185.85

OPEN 186.60
PREVIOUS CLOSE 185.80
VOLUME 23425
52-Week high 232.05
52-Week low 134.05
P/E 30.02
Mkt Cap.(Rs cr) 5,797
Buy Price 186.90
Buy Qty 325.00
Sell Price 187.05
Sell Qty 1.00
OPEN 186.60
CLOSE 185.80
VOLUME 23425
52-Week high 232.05
52-Week low 134.05
P/E 30.02
Mkt Cap.(Rs cr) 5,797
Buy Price 186.90
Buy Qty 325.00
Sell Price 187.05
Sell Qty 1.00

India Cements Ltd. (INDIACEM) - Director Report

Company director report

Your Directors have pleasure in presenting their Seventy fifth AnnualReport together with audited accounts for the year ended 31st March2021.

 

Rs. in Crore

FINANCIAI RESUITS For the year ended 31st March
2021 2020
Profit before Interest Depreciation Exceptional Items and Tax 829.56 612.95
Less: Exceptional Items 0.00 100.04
Less: Finance costs 264.95 334.47
Less: Depreciation / Amortization 241.90 246.85
Profit/(Loss) Before Tax 322.71 (68.41)
Current Tax 50.30 6.88
MAT credit entitlement 87.65 0.00
Deferred Tax (37.28) (39.78)
Tax Expenses 100.67 (32.90)
Profit/(Loss) After Tax 222.04 (35.51)
Other Comprehensive income (net) (0.40) 240.61
Total Comprehensive income 221.64 205.10
Add : Surplus brought forward from last year 1175.14 999.93
Less: Dividend (including Dividend Distribution Tax) 18.59 29.89
Less: Transfer to General Reserve 25.00 0.00
Surplus carried forward 1353.19 1175.14

DIVIDEND & RESERVES

The Board of Directors has recommended a dividend of Rs. 1/- per equityshare of Rs. 10/- each on 309897201 equity shares of Rs. 10/- each for the year ended31st March 2021 including proportionate dividend on 1165 equity shareshaving calls in arrears. The proposed dividend on approval by the shareholders at theensuing Annual General Meeting will be met out of surplus in the Statement of Profit andLoss in the Balance Sheet.

The Company has transferred Rs. 2500 Lakhs to the general reserves forthe year ended 31st March 2021.

SHARE CAPITAL

The paid up equity share capital of the Company was Rs. 309.90 croresas on 31st March 2021 comprising 309897201 equity shares of Rs. 10/- each.

PLATINUM JUBILEE

The Company incorporated on 21st February 1946 completed 75years of inspiring and proud journey of excellence and in commemoration of the PlatinumJubilee Celebrations a trophy with new logo was unveiled in coherence with its 75 yearsof nation building. On this happy occasion the Directors lauded all the stakeholders forattaining this illustrious position and wished the Company achieving many more glories inthe years ahead.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI (LODR)Regulations 2015) a Management Discussion and Analysis Report is given in Annexure‘B'

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015 a reporton Corporate Governance and Auditors' Certificate confirming its compliance areincluded as part of the Annual Report and are given in Annexure ‘C' and Annexure‘D' respectively. Further a declaration on Code of Conduct signed by the ViceChairman & Managing Director in his capacity as Chief Executive Officer of the Companyis given in Annexure ‘E'.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 aBusiness Responsibility Report is given in Annexure ‘F'.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Report on CSR activities of the Company during the year 2020-21 isgiven in Annexure ‘G'.

LICENCES & RECOGNITIONS

The Company's Banswara works has won the State Factory SafetyAward for the year 2021 instituted under the Safety Award Policy of Rajasthan Governmentand the certificate was received from the Minister of State for Labour Factory andBoilers Inspection Rajasthan Government during the month of March 2021.

The Company's Sankari Plant has won 4th level awardnamely "Prashana Patra" in group D under the manufacturing sector in the NSCISafety Award 2020 at the concluding session of special seminar on Industrial Safetyorganized by the NSC in March 2021 to mark the 50th Glorious year celebrationof the National Safety Day/Week campaign. The Plant has also secured 3 star rating fromConfederation of Indian Industry (CII) in appreciation of Environmental Health and Safetypractices (EHS) followed in the plant for the year 2020.

The Company's Dalavoi Works has been granted re-certification ofIntegrated Management System for Quality Management System Environmental ManagementSystem and Occupational Health and Safety Management System for a further period of 3years. The Plant has also been granted continuation of Energy Management System ISO50001:2018 after surveillance audit by TUV India Private Limited.

Besides the above some of the other units have also been grantedextension of ISO and Quality Management Systems Certification during the year.

OPERATIONS

The performance of the Company has been discussed in detail in theManagement Discussion and Analysis (MDA) section.

The performance of the Company during the year under review hasimproved significantly. The revenue of the Company was Rs. 4460 Crores as compared to Rs.5085 Crores in the previous year despite drop in sales volume by about 2 million tons dueto smart recovery of selling prices during the year. EBIDTA improved to Rs. 830 crores ascompared to Rs. 613 crores in the previous year. The interest and other charges were lowerat Rs. 265 crores (Rs. 334 crores) while depreciation was at Rs. 242 crores (Rs. 247crores). The profit before exceptional items was at Rs. 323 crores as against Rs. 32crores in the previous year. The profit after tax after considering comprehensive incomewas Rs. 222 crores as compared to Rs. 205 crores in the previous year.

The industrial climate in India was adversely affected during the yearunder review due to lockdowns and restrictions on account of the COVID 19 pandemic. Theconstruction industry which depends heavily on the migrant labour bore the brunt withtheir exodus to their native place stalling all activities. The overall cement productioncame down by more than 45% during first quarter and subsequently improved with therelaxation of the lockdown rules and restrictions to register a 11% decline in growth forthe year under review. The southern region also experienced a similar de-growth caused bythe pandemic and registered over 13% de-growth for the year under review as perinformation by Department of Industrial Policy and Promotion (DIPP).

The year under review also witnessed steep increase in fuel price andcontinuous increase in the price of petroleum products besides shortage in theavailability of Petcoke due to extended closure of refineries in US Gulf. However theCompany proactively took lot of cost mitigation measures which have been outlinedelsewhere which resulted in securing a reasonable bottom line. The Company also adoptedcash and carry policy and had substantially reduced its inventory and receivables toensure improved liquidity which enabled to repay its debt obligations in this tough marketconditions.

The performance of the Company accordingly to be viewed in thisback-drop of low demand scenario with the overall volume coming down by 19% to 89.02 lakhtons as compared to 110.22 lakh tons in the previous year. The improved selling pricesduring the year under review with tight control on operating parameters with marginalimprovement in blending efficiency and substantial reduction in fixed costs ensured abetter bottom line for the Company.

During the year the shipping division had deployed its ship on thecoastal movement of cargo and had earned an income of Rs. 27 crores. RMC sales wasgenerally in line with demand for cement and accordingly was lower at Rs. 86 croresagainst Rs. 110 crores in the previous year with a volume of 2.13 lakh cu.m against 2.80lakh cu.m in the previous year.

EXPANSION / MODERNISATION

While the Company has in-principle approvals for capacity upgrades atDalavoi and Sankari plants all these expansion plans will be taken up at an appropriatetime based on the market conditions. The Company is expected to complete the installationof a new energy efficient cement mill at its Sankarnagar plant during the ensuingfinancial year. The Company has also plans in the anvil for expanding its capacity inRajasthan unit and a grinding unit at Khandwa in Madhya Pradesh which will be taken up atthe appropriate time based on the market demand and improvement in cash flows.

SUBSIDIARIES & ASSOCIATES CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act 2013 read with Rulesthe Audited Consolidated Financial Statement of the Company and of all the Subsidiary andAssociate Companies is enclosed. A separate statement containing the salient features ofthe audited financial statement of all the Subsidiary and Associate Companies is alsoenclosed in Form AOC-1 (Annexure ‘H') as prescribed under the Companies Act2013 and the Rules made there under.

POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES

The Company has as on date 13 subsidiaries controlled throughshareholdings in such Companies none of which is material.

SUBSIDIARIES

SPRINGWAY MINING PRIVATE LIMITED AND NKJA MINING PRIVATE LIMITED

The Company has purchased 184.53 Ha of limestone bearing lands at PawaiTehsil Panna District and 68.55 Ha of land for setting up of a cement plant at GaisabadTehsil Damoh District in Madhya Pradesh. Environmental Clearance for Mines is nearingcompletion with public hearing conducted and EAC meeting in progress. As regards plantoperations necessary Terms of Reference (TOR) has been obtained and EIA is in progressand in the process of obtaining Environmental Clearance. Activities of land procurementand Environmental Clearance are hampered due to covid pandemic.

COROMANDEL ELECTRIC COMPANY LIMITED

The power generation from the Gas power plant at Ramanathapuram washeavily impacted during the year due to stoppage of Gas Engines for about 78 days due tototal lockdown announcements by both Central and State Governments to combat the outbreakof COVID 19 Pandemic and also due to lower requirements of power for its Captive consumersdue to restrictions in their plant operations.

However with the relaxation of lockdowns and pick up in activitiesthe plant operation improved and achieved a total generation (Net) for the year at 164million KWH as against 203 million KWH in the previous financial year. The Company hasachieved a plant load factor of 73.02% as against 90.20% in the previous year. While theCompany had sold 18 million KWH of power to the cement plants of The India Cements Limitedlocated in Tamil Nadu the balance power of 146 million KWH was sold to other groupcaptive consumers. The Company had earned a gross Operating income from operations of Rs.77.86 crores and a net profit of Rs. 9.64 crores for the year under review.

COROMANDEL TRAVELS LIMITED

There were no charter operations carried out by the Company during thefinancial year. The Company has not acquired any aircraft yet and has decided to startcharter operations by utilizing aircrafts of other operators. The charter operations areexpected to commence during the ensuing financial year.

PT. COROMANDEL MINERALS RESOURCES INDONESIA AND COROMANDEL MINERALSPTE LIMITED SINGAPORE

During the year under review the Company through its operating Companyviz. PT Mitra Setia Tenah Bumbu Indonesia which owns and operates coal mining has mineda quantity of 3.96 Lakh MTs of coal and sold 4.02 Lakh MTs including 0.53 Lakh MTs of coalsold to your Company.

INDIA CEMENTS INFRASTRUCTURES LIMITED

The Company has completed the first phase of property development inCoimbatore and is in the process of finalizing the plans for the second phase.

ASSOCIATE COMPANIES COROMANDEL SUGARS LIMITED

The country's sugar production for this Sugar season (SS) 2020-21on a back of significant rise in production in Maharashtra and Karnataka is expected tobe 308 lakh MT - up by about 12% compared to the production of 274 lakh MT in SS 2019-20.

While the Government continued with its support measures (viz.)continuing with the monthly sugar releases the minimum selling price (MSP) below whichMills cannot sell assistance for sugar exports etc. the discontinuance of buffer stocksubsidy upon its expiry on 31.07.2020 and the rise in FRP for SS 2020-21 from Rs. 275 perQuintal to Rs. 285 per Quintal without any increase in the MSP added to the Industry woesdue to the supply glut. Besides due to the pandemic inflicted weak demand caused by longspells of lockdown the sugar prices mostly hovered around the un-remunerative MSP formost of the year.

The Company during the year under review crushed 6.56 Lakh MT asagainst 8.42 Lakh MT in FY 20 due to changes in Agro climatic conditions in the regionwhere the plant is situated and also due to lower availability of cane from the non -command areas consequent to recommissioning of nearby sugar Mills. While the recoveryimproved to 9.56% as against 9.38% in the previous year the sugar production dropped to6.27 Lakh Quintal (as against 7.90 Lakh Quintal in FY 20). Power exports were 372 Lakhunits (as against 489 Lakh units in FY 20). The sugar sales (including exports) were 7.03Lakh Quintals (as against 7.51 Lakh Quintals in FY 20). The EBIDTA was marginally lower atRs. 46.65 crores (as against Rs. 48.33 crores in FY 20) due to the reasons highlightedabove.

The expected Sugar output for the SS 2021-22 is about 310 Lakh MTwhich will lead to another year of surplus and the second wave of the pandemic in Apriland May 2021 are the challenges which the Industry and the Company hopes to overcome withthe continued support measures from both Central and State Governments.

INDIA CEMENTS CAPITAL LIMITED (ICCL)

The main focus of the Company continues to be on various fee-basedactivities such as Full Fledged Money Changing [FFMC] Travel & Tours and ForexAdvisory Services. The Company's FFMC division continues to enjoy the status ofAuthorised Dealers Category II. The wholly owned subsidiary viz. India CementsInvestment Services Limited is in Stock Broking. The Consolidated Gross income fromoperations of ICCL was Rs. 240.71 lakhs during the year under review as against Rs. 561.83lakhs in the previous year and the consolidated Net Loss after tax was Rs. 27.26 lakhs asagainst a Profit of Rs. 1.16 lakhs in the previous year. The other comprehensive incomefor the year was Nil (Previous Year (Rs. 3.58) lakhs). Overall comprehensive income was(Rs. 27.26) lakhs for the year against (Rs. 2.42) lakhs in previous year.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act 2013 andRule 8(5)(viii) of Companies (Accounts) Rules 2014 the Company has an Internal FinancialControl Policy and Procedures commensurate with the size and nature of operations andfinancial reporting. The Company has defined standard operating procedures covering allfunctional areas like sales marketing materials fixed assets etc.

The Company has engaged the services of Chartered Accountant firms forcarrying out internal audit of all its plants as well as marketing offices. The internalauditors have been given the specific responsibility to verify and report on compliance ofstandard operating procedures. The auditors have reported that there are adequatefinancial controls in place and are being followed by the Company. This has been furtherexplained in the Management Discussion and Analysis Report.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act 2013 and Regulation17(9) of SEBI (LODR) Regulations 2015 the Company has developed and implemented a RiskManagement Policy. The Policy envisages identification of risk and procedures forassessment and mitigation thereof.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act 2013and Regulation 22 of SEBI (LODR) Regulations 2015 the Company has established a VigilMechanism and has a Whistle Blower Policy. The Policy has been uploaded on theCompany's website www.indiacements.co.in.

The Company has always been encouraging its employees to giveconstructive criticism and suggestions which will better the overall prospects of theCompany and its various stakeholders. The Company will continue to adopt this as a cornerstone of its Personnel Policy.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an anti-sexual harassment policy in line withthe requirements of the captioned Act and Rules made there under. There was no complaintof harassment reported during the year.

POLICY ON DEALING WITH RELATED PARTIES

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions entered by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large. All RelatedParty Transactions are placed before the Audit Committee as also the Board for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof a foreseeable and repetitive nature. The transactions entered into pursuant to theomnibus approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the Audit Committee and the Board of Directors fortheir approval on a quarterly basis. The policy on Related Party Transactions as approvedby the Board has been uploaded on the Company's website. None of the Directors hasany pecuniary relationships or transactions vis-a-vis the Company other than remunerationin the case of executive directors or sitting fee in the case of others.

TRANSACTIONS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties in FormAOC-2 are given in Annexure ‘I'.

LOANS / GUARANTEES / INVESTMENTS ETC UNDER SECTION 186 OF THE COMPANIESACT 2013

Details of loans investments and guarantees covered under Section 186of the Companies Act 2013 are given in Note No.41.13 of the standalone financialstatements for the financial year 2020-21.

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There has been no Order passed by any Regulatory authority or Court orTribunal impacting the going concern status and future operations of the Company.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between 1st April 2021and the date of this report other than those disclosed in the financial statements.

ANNUAL RETURN

The extract of the Annual Return of the Company for the financial yearended 31st March 2021 is made available at the Company's website atwww.indiacements.co.in.

PUBLIC DEPOSITS

Your Company has not been accepting deposits from public andshareholders since 16th September 2013. Deposits totaling Rs. 5.15 lakhs havenot so far been claimed by the depositors.

CONSERVATION OF ENERGY ETC.

Necessary particulars regarding conservation of energy etc. as perprovisions of Section 134 of the Companies Act 2013 are set out in Annexure A.

RESEARCH & DEVELOPMENT

During the year your Company spent Rs. 53.14 Lakhs towards revenueexpenditure on the R&D department.

DIRECTORS

Under Article 98 of the Articles of Association of the Company and interms of Section 152(6) of the Companies Act 2013 Smt.Nalini Murari Ratnam retires byrotation at the 75th Annual General Meeting of the Company and she is eligiblefor re-appointment.

Sri T.S.Raghupathy was appointed as an Additional Director of theCompany effective from 06.11.2020 and he will hold office upto the date of ensuing AnnualGeneral Meeting and a resolution for his election as a Director liable to retire byrotation is included under Special Business in the Notice convening the 75thAnnual General Meeting of the Company.

Sri S.Balasubramanian Adityan was appointed as an Independent Directorof the Company for a term of five consecutive years with effect from 07.12.2015 and hisfirst term of office concluded on 06.12.2020. The Board based on the recommendations ofthe Nomination and Remuneration Committee reappointed Sri S.Balasubramanian Adityan as anIndependent Director of the Company to hold office for a second and final term of fiveconsecutive years from 07.12.2020 to 06.12.2025 subject to the approval of theshareholders. A special resolution for his reappointment as an Independent Director of theCompany is included under Special Business in the Notice convening the 75thAnnual General Meeting of the Company.

Sri K.Skandan and Sri Sanjay Shantilal Patel were appointed asIndependent Directors of the Company for a term of three consecutive years with effectfrom 27.01.2021 and 03.04.2021 respectively and resolutions for their election asIndependent Directors of the Company for the said terms are included under SpecialBusiness in the Notice convening the 75th Annual General Meeting of theCompany.

Sri S.Christopher Jebakumar was appointed as a Nominee Director by IDBIBank Limited with effect from 03.04.2021 in the place of Sri V.Venkatakrishnan and he willhold office upto the date of ensuing Annual General Meeting and a resolution for hiselection as a Director liable to retire by rotation is included under Special Business inthe Notice convening the 75th Annual General Meeting of the Company.

The Board recorded its appreciation of the valuable contribution madeby Sri V.Venkatakrishnan during his tenure of office as a Director of the Company.

The Board of Directors at its meeting held on 24.05.2021 based on therecommendations of the Nomination and Remuneration Committee reappointed Sri N.Srinivasanas Managing Director for a period of 5 years from 26.05.2021 and special resolutionsseeking the approval of the shareholders for his reappointment as Managing Director andterms of reappointment have been included under Special Business in the Notice conveningthe 75th Annual General Meeting of the Company.

Sri Basavaraju was appointed as an Independent Director of the Companyfor a term of three consecutive years with effect from 11.08.2018 and his first term ofoffice concluded on 10.08.2021. The Board based on the recommendations of the Nominationand Remuneration Committee reappointed Sri Basavaraju as an Independent Director of theCompany to hold office for a second and final term of two consecutive years from11.08.2021 to 10.08.2023 subject to the approval of the shareholders. A specialresolution for his reappointment as an Independent Director of the Company is includedunder Special Business in the Notice convening the 75th Annual General Meetingof the Company.

The Board based on the recommendation of the Nomination andRemuneration Committee appointed Sri V.Ranganathan as a Non-executive Non-independentAdditional Director with effect from 29.08.2021 on conclusion of his term of office asIndependent Director on 28.08.2021 and he will hold office upto the date of the ensuingAnnual General Meeting of the Company and a resolution for his election as a Directorliable to retire by rotation is included under Special Business in the Notice conveningthe 75th Annual General Meeting of the Company.

Brief particulars of Directors eligible for reappointment / appointmentare annexed to the Notice convening the 75th Annual General Meeting of theCompany.

Sri N.Srinivasan Vice Chairman & Managing Director and Smt.RupaGurunath Wholetime Director of the Company are related to Smt. Chitra Srinivasan and arealso related to each other. No other director is related to them or each other.

The details of shares and convertible instruments held by non-executivedirectors are given in Annexure ‘C'.

INDEPENDENT DIRECTORS

A statement on declaration given by independent directors under Section149(7) of the Companies Act 2013 that they meet the criteria of independence as providedunder Section 149(6) of the Companies Act 2013 has been received by the Company. Thedetails of familiarization programme for independent directors is available in theCompany's website www.indiacements.co.in.

FAMILIARIZATION PROCESS

Senior management personnel of the Company on a structured basisinteract with directors from time to time to enable them to understand the Company'sstrategy business model operations service and product offerings markets organizationstructure finance human resources technology and risk management and such other areas.The directors are also facilitated to visit Company's plants to familiarizethemselves with factory operations.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(5)of the Companies Act 2013.

"We confirm

1. That in the preparation of the accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures.

2. That such Accounting Policies have been selected and appliedconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the profit of the Company for the year ended on that date.

3. That proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

4. That the annual accounts for the year ended 31st March2021 have been prepared on a going concern basis.

5. That internal financial controls to be followed by the Company havebeen laid down and that such internal financial controls are adequate and were operatingeffectively.

6. That proper systems to ensure compliance with the provisions of allapplicable laws have been devised and that such systems are adequate and operatingeffectively."

REMUNERATION

As prescribed under Section 197(12) of the Companies Act 2013 (Act)and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the details are given in Annexure ‘J'. In terms of provisions ofSection 197(12) of the Companies Act 2013 and Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 a statement showing names of theemployees drawing remuneration and other particulars as prescribed in the said Rulesforms part of this report. However in terms of first proviso to Section 136(1) of theAct the Annual Report excluding the aforesaid information is being sent to the membersof the Company. The said information is available for inspection at the Registered Officeof the Company during working hours and any member who is interested in obtaining theseparticulars may write to the Company Secretary of the Company.

BOARD MEETINGS

During the year five Board Meetings were held. The details of themeetings of the Board and its Committees are disclosed in the Corporate Governance Reportin Annexure ‘C'.

AUDIT COMMITTEE

The Audit Committee of the Board was constituted in accordance with theprovisions of Section 177 of the Companies Act 2013 and Regulation 18 and otherapplicable provisions of SEBI (LODR) Regulations 2015. The Composition the role termsof reference and the details of the meetings of the Audit Committee are disclosed in theCorporate Governance Report (Annexure ‘C'). There has been no instance wherethe Board had not accepted any recommendation of the Audit Committee.

EVALUATION OF BOARD / BOARD COMMITTEES

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board has carried out annual performance evaluation of its ownperformance the directors individually as well as evaluation of the working of itsCommittees.

REMUNERATON POLICY

The Board has on the recommendation of the Nomination and RemunerationCommittee framed a Policy for selection and appointment of Directors Key ManagerialPersonnel (KMP) and other employees and their remuneration for implementation. The saidpolicy is available on the Company's website www.indiacements.co.in.

Broadly the performance of the employee concerned and the performanceof the Company are the fundamental parameters determining the remuneration payable to anemployee. More specifically there will be reciprocity in the matter of remuneratingexecutive directors KMPs and other employees.

At the middle and lower levels of management the yardsticks ofassessment are different. The ability to speedily execute policy decisions sincerity anddevotion and discipline are the main attributes expected.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company for the purpose ofCompanies Act 2013 are Sri N.Srinivasan Vice Chairman & Managing Director (ChiefExecutive Officer) Smt. Rupa Gurunath Wholetime Director Sri. R. Srinivasan ExecutivePresident (Finance & Accounts) (Chief Financial Officer) and Sri S. Sridharan CompanySecretary.

PERSONNEL

Industrial relations continued to remain cordial during the year.

AUDITORS

The Shareholders of the Company at the 71st Annual GeneralMeeting (AGM) held on 4th September 2017 appointed Messrs K.S.Rao & Co.and Messrs S.Viswanathan LLP Chennai as Statutory Auditors of the Company to holdoffice for a period of 5 years from the conclusion of the 71st AGM untilconclusion of 76th AGM subject to ratification of their appointment by theShareholders at every AGM held after the 71st AGM of the Company. In terms ofthe provisions of Section 139(1) of the Companies Act 2013 which was amended by theCompanies (amendment) Act 2017 notified by the Ministry of Corporate Affairs on 7thMay 2018 the requirement of ratification of appointment of Auditors by the Shareholdersat every AGM is dispensed with and accordingly the resolution for ratification ofappointment of Auditors is not included in the Notice convening the 75th AnnualGeneral Meeting of the Company. The Company has obtained necessary certificate from theStatutory Auditors confirming their eligibility to continue as Statutory Auditors of theCompany for the financial year 2021-22. The Auditors' Report does not contain anyqualification reservation or other remarks.

INTERNAL AUDITORS

Messrs. Capri Assurance and Advisory Services Gopalaiyer &Subramanian Kalyanasundaram & Associates Bala & Co. Sudarasanam &Associates Brahmayya & Co. P.S.Subramania Iyer & Co. and Chaturvedi SK &Fellows have been appointed as Internal Auditors for the year 2021-22.

COST AUDITOR

Sri S.A.Murali Prasad Cost Accountant Chennai has been appointed asCost Auditor for the year 2021-22 at a remuneration of Rs. 20 lakhs. The remuneration issubject to ratification of members and hence is included in the Notice convening the 75thAnnual General Meeting of the Company.

SECRETARIAL AUDITOR

Smt. P.R.Sudha Practising Company Secretary has been appointed asSecretarial Auditor of the Company for the year 2021-22. Secretarial Auditor's Reportin Form MR-3 as prescribed under Section 204(1) of the Companies Act 2013 read with Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isenclosed as Annexure ‘K'. The Secretarial Audit Report does not contain anyqualification reservation or other remarks.

ACKNOWLEDGEMENT

The Directors are thankful to the Financial Institutions and theBankers for their continued support. The Directors also thank the Central Government andthe various State Governments for their support. The stockists continued their excellentperformance during the year and the Directors are appreciative of this. The continueddedication and sense of commitment shown by the employees at all levels during the yeardeserve special mention.

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