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J K Cements Ltd.

BSE: 532644 Sector: Industrials
NSE: JKCEMENT ISIN Code: INE823G01014
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VOLUME 4399
52-Week high 3690.00
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P/E 30.71
Mkt Cap.(Rs cr) 24,250
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OPEN 3240.00
CLOSE 3195.65
VOLUME 4399
52-Week high 3690.00
52-Week low 1462.80
P/E 30.71
Mkt Cap.(Rs cr) 24,250
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

J K Cements Ltd. (JKCEMENT) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting Company's Twenty SeventhAnnual Report and Audited Financial Statements for the year ended 31 March 2021.

1. Financial Results

In Rs. lacs

Particulars 2020-21 2019-20
Revenue from operations 632827.88 546376.77
Profit before depreciation & tax 140408.86 104455.08
Less: Depreciation 24467.71 21438.87
Less: Exceptional items 16686.50 17815
Profit Before Tax 99254.65 65201.21
Tax Expense (Including deferred tax and tax adjustment of earlier years) 38972.07 25163.62
Profit After Tax 60282.58 40037.59
Add: Retained earnings at the beginning of the year 121146.50 105672.09
Transfer to Debenture Redemption Reserve (3289.40) (1865.10)
Dividend on Equity Shares 11590.24 **6986.00
Balance to be carried forward 174854.95 121146.50

**including dividend tax

2. Performance of the Company

Your Company's performance during the year under report has overallimproved. The Company's gross turnover increased by 15.8 % to Rs. 6328.28 Crores duringthe year compared to Rs. 5463.77 Crores in previous year. Profit before Depreciation andTax increased to Rs. 1404.09 Crores compared to Rs. 1044.55 Crores.

3. Performance of the Subsidiary Companies

The Company has three subsidiaries. There has been no material changein the nature of the business of subsidiaries.

Subsidiary Company

J.K. Cement (Fujairah) FZC (JKCF) being investment company recordednet loss of AED 84885315 (equivalent to Rs. 17153.81 lacs) for the period from 1 April2020 to 31 March 2021 (Previous year net income of AED 3843956 equivalent to Rs. 741.07lacs)

J.K. Cement Works (Fujairah) FZC (JKCWF) is involved in principalbusiness of manufacture and sale of White Cement in Middle East GCC market and alsoexport to different Countries recorded a turnover of AED 147685967 (equivalent to Rs.29844.68 lacs (Previous year AED 195341574 equivalent to Rs. 37659.63 lacs). Itrecorded a loss before OCI of AED 32398118 (equivalent to Rs. 6617.29 lacs) for theperiod from 1 April 2020 to 31 March 2021 {Previous year a loss of AED 47614903(equivalent to Rs. 9004.55 lacs)} JKCF and JKCWF have been incurring continued losses.Based on valuation exercised by independent Valuer necessary entry of impairment ofinvestment in JKCF has been framed in the Books of your Company during this year.

Jaykaycem (Central) Ltd. recorded a net loss of Rs. 32.37 lacs(previous year loss Rs. 10.27 lacs) for the year ended 31 March 2021.

4. Consolidated Financial Statements

The statement as required under Section 129 of the Companies Act 2013in respect of the subsidiaries of the Company viz. J.K. Cement (Fujairah) FZC

J.K. Cement Works (Fujairah) FZC and Jaykaycem (Central) Ltd areannexed and forms an integral part of this Report. Consolidated Financial Statementsprepared in accordance with relevant Accounting Standards issued by the Institute ofChartered Accountants of India form part of the Annual Report and Accounts.

5. Impact of COVID-19 Pandemic

Your company has considered possible effects that has been impacted dueto COVID-19 in the preparation of Audited Annual Accounts for 2020-21. Production andSales affected due to lockdown declared by appropriate Government but with gradual liftingof lockdown in phased manner production and sale picked up gradually as a result overallperformance improved.

6. Dividend

The Board of Directors has recommended a payment of dividend at a rateof Rs. 15 per equity share (150%) for the year ended 31 March 2021 (as against Rs. 7.50per equity shares declared in 2019-20) with total outgo of Rs. 11590.24 lacs subject tothe approval of the Members at the 27th Annual General Meeting ('AGM').In termsof the provisions of Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended ('the Listing Regulations') the Company hasformulated a Dividend Distribution Policy which is available on the Company's website andcan be accessed at https://www.ikcement.com/pdf/dividend distribution policy of jk cementltd.pdf

7. Transfer to Reserves

The Company proposes to transfer Rs. 3289.40 lacs (previous year Rs.1865.10 lacs) from Debenture Redemption Reserve and Rs. 10000 lacs (previous year Rs.10000 lacs) to General Reserve during Financial Year 2020-21.

8. Share Capital

The paid-up Equity Share Capital as at 31 March 2021 remained at Rs.77.27 Crores. During the period under report your Company has not issued any shareincluding Sweat Equity ESOP. However during the year under report your Company raised Rs.250 Crores by issuing Non-Convertible Debentures to Banks.

9. Finance

During the year under report your Company has availed a sum of Rs. 585Crores towards disbursement of term loans (previous year Rs. 683 Crores). However itrepaid Rs. 346.73 Crores (previous year Rs. 255.19 Crores) towards Term Loan andNon-Convertible Debentures.

10. Credit Rating

In spite of challenging cement industry scenario CARE has reaffirmedyour Company's rating as "CARE AA" (Care double AA) for long term bankfacilities and "CARE A1+" for short term bank facilities. India Ratings andResearch (Ind-Ra) (Fitch Group) has assigned Long-Term Issuer Rating of 'IND AA+'.

11. Particulars of Guarantees or Investments by the Company

Details of Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

12. Operations Grey Cement

During the year under report production increased by 17.47% at 9.71Million Tonnes (compared to 8.27 Million Tonnes last year) and sales increased by 19.36%at 9.78 Million Tonnes (compared to 8.19 Million Tonnes last year).

White Cement

Production of White Cement & Wall Putty decreased by 0.76 % at12.90 Lac Tonnes during the year compared to 12.99 Lac Tonnes last year. Sale increased by1.13 % at 13.42 Lac Tonnes (compared to 13.27 Lac Tonnes last year)

13. Projects of the Company Projects undertaken / completed-

Your Company has

(a) announced setting up of a greenfield grey cement manufacturing unitat Panna MP with a split grinding unit at Hamirpur U.P. with total capacity of 4 MnTPAunder its wholly owned subsidiary M/s Jaykaycem (Central) Ltd. ('Jaykaycem').

(b) successfully commissioned 0.7 MnTPA Grey Cement grinding capacityat J.K.Cement Works Balasinor Gujrat and with this your Company has successfullycompleted its Grey Cement capacity expansion of 4.2 MnTPA comprising in Rajasthan (2MnTPA) Uttar Pradesh (1.5 MnTPA) and Gujrat (0.7 MnTPA).

(c) successfully implemented additional installed capacity of 3 LacTonnes per annum of white cement based wall putty at J.K. White Katni M.P ('Katni') andwith this the installed capacity at JK Katni stands at 7 Lac Tonnes per annuam and yourCompany has achieved white cement based Wall Putty manufacturing capacity of 13.3 LacTonnes per annum

14. Personnel

14.1 Industrial Relations

The industrial relations during the period under review generallyremained cordial at all cement plants.

14.2 Particulars of Employees

List of employees getting salary in excess of the limits as specifiedunder the provisions of Section 134 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 throughout or part ofthe financial year under review is annexed separately marked as Annexure - E. However theAnnual Report excluding the aforesaid information is being sent to all the members of theCompany pursuant to proviso to Section 136 of the Companies Act 2013. Any memberinterested in obtaining such particulars may inspect and/ or send the request to theCompany at its Registered Office. None of the employee listed in the said Annexure is arelative of any Director of the Company except Dr. Raghavpat Singhania Managing Directorand Mr. Madhavkrishna Singhania Dy. Managing Director and Chief Executive Officer. None ofthe employee hold (by himself or along with his spouse and dependent children) more thantwo percent of the equity shares of the Company.

The information required pursuant to Section 197(12) read with Rule5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and Companies (Particulars of Employees) Rules 1975 in respect of employees of theCompany and Directors is furnished hereunder:

Particulars about Key Managerial Personnel.

Remuneration Paid in INR % Increase in Remuneration from previous Year Ratio/Time per median of employee remuneration to Remuneration**
Name Designation 2020-21 2019-20
1 Dr. Raghavpat Singhania Managing Director *90114537 16204773 456.09 107:1
2 Mr. Madhavkrishna Singhania Dy. Managing Director and Chief Executive Officer *82088975 12626202 550.15 97:1
3 Mr. Ajay Kumar Saraogi Dy Managing Director and Chief Financial Officer *73053257 29215616 150.05 86:1
4 Mr.Shambhu Singh Company Secretary 7297020 6157782 18.5 9:1

*Remuneration includes Salary drawn during 1.4.20 to 16.6.20 as ChiefOperating Officers and President (C/A) & CFO.

* Benefits does not include payment of contribution to Provident Fundand superannuation fund which is exempted perquisite under applicable provisions of theCompanies Act 2013

** ? 845256 is Median Ratio is calculated on remuneration 2020-21

Particulars about other Non-Executive Directors.

Remuneration Paid in ' % Increase in Remuneration from previous Year
Name Designation 2020-21 2019-20
1 Mrs. Sushila Devi Singhania Non-Executive Non-Independent 2875000 1075000 167.44
2. Mr. A. Karati Non-Executive Independent 1450000 1300000 11.54
3. Mr. J.N. Godbole Non-Executive Independent 1550000 1375000 12.73
4. Dr. K.B. Agarwal Non-Executive Independent 1775000 1725000 2.90
5. Mr. K.N. Khandelwal (Resigned w.e.f.17.06.2020 Non-Executive Non-Independent 75000 1550000 -95.16
6. Mr. Sudhir Jalan Non-Executive Non-Independent 1350000 1075000 25.58
7. Mr. Suparas Bhandari Non-Executive Independent 1500000 1450000 3.45
8. Mr. Paul Heinz Hugentobler Non-Executive Non-Independent 12299529 11946000 2.96
9. Mrs. Deepa Gopalan Wadhwa Non-Executive Independent 1425000 1225000 16.33
10. Mr. Ashok Sinha Non-Executive Independent 1375000 1200000 14.58
11. Mr. Saurabh Chandra Non-Executive Independent 1450000 1275000 13.73
12. Mrs. Kavita Y Singhania (Joined on 31.08.20 and resigned w.e.f 20.01.2021) Non-Executive Non-Independent Director NIL NIL NA

14.3 Human Resources and Industrial Relations

The Company has structured induction process at all locations.Objective appraisal systems based on Key Result Areas (KRAs) are in place for SeniorManagement Personnel. The Corporate HR is effectively involved in nurturing enhancing andretaining talent through job satisfaction management development programme etc.

15. Significant and material order passed by the Regulator(s) orcourt(s)/matter of Emphasis

The Competition commission of India (CCI) vide its order dated31.08.2016 imposed a penalty of Rs. 12854 lacs on the Company. The Appeal was heardwhereupon National Company Law Appellate Tribunal (NCLAT) vide order dated 25.07.2018upheld CCI's order. The Company has filed statutory appeal before the Hon'ble SupremeCourt which vide its order dated 5.10.2018 has admitted the appeal and directed that theinterim order of stay passed by the Tribunal in this matter will continue for the timebeing. The Company backed by legal opinion believes that it has a good case andaccordingly no provision has been made in the Audited Annual Report of 2020-21.

In a separate matter CCI imposed penalty of Rs. 928 lacs vide orderdated 19.1.2017 for alleged contravention of provision of Competition Act 2002 by theCompany. On Company's appeal NCLAT has stayed the operation of CCI's order.

The matter is pending for hearing before NCLAT. Based on Legal opinionthe Company believes that it has a good case and accordingly no provision has been madein the Audited Annual Report of 2020-21.

Members' attention is drawn to the statement on contingent liabilitiesin the notes forming part of the Financial Statements.

16. Corporate Governance

A report on Corporate Governance along with the Practicing CompanySecretary's Certificate on its compliance forms an integral part of this Report.

17. Public Deposits

Your Company has not invited any deposit from public/ shareholdersunder Section 73 and 74 of the Companies Act 2013.

18. Whistle Blower policy/vigil mechanism

The Company has a Whistle Blower Policy to report genuine concerns orgrievances if any. The Whistle Blower Policy has been posted on the website of theCompany.

19. Mitigation of risk

The Company has been addressing various risks impacting the Companyincluding details of significant changes in key financial ratios which is more fullyprovided in annexed Management Discussion and Analysis. As per the Listing Regulation RiskManagement Committee for enforcing Risk Management Policy is in place by the Company.

19A.Commodity price risk/foreign exchange risk and hedging activities:

Your Company hedges its foreign currency exposure in respect of itsimports and export receivables as per its laid down policies. Your Company uses a mix ofvarious derivatives instruments like forward covers currency swaps interest rates swapsor a mix of all. Your Company does not have material exposure of any commodity andaccordingly no hedging activities for the same are carried out. Therefore there is nodisclosure to offer in terms of SEBI circular No. SEBI/HO/ CFD/CMD1/CIR/P/2018/0000000141dated 15 November 2018.

20. Remuneration Policy

The Board of Directors and Nomination & Remuneration Committeefollows a policy concerning remuneration of Directors Key Managerial Personnel and SeniorManagement Personnel of the Company. The Policy also covers criteria for selection andappointment of Board Members and Senior Management Personnel and their remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

21. Related Party Transactions

All the related party transactions are entered on arm's length basisin the ordinary course of business and are in compliance with the applicable provisions ofthe Companies Act 2013 and the Listing Regulations. There are no materially significantrelated party transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company at largeor which warrants the approval of the shareholders. Accordingly no transactions are beingreported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014. However the details of the transactions with RelatedParty are provided in the Company's financial statements in accordance with the IndAS. AllRelated Party Transactions are presented to the Audit Committee and the Board. Omnibusapproval is obtained for the transactions which are foreseen and repetitive in nature. Astatement of all related party transactions is presented before the Audit Committee on aquarterly basis specifying the nature value and terms and conditions of thetransactions. The statement is supported by the certificate from the MD and the DMD &CFO. The Related Party Transactions Policy as approved by the Board stands uploaded on theCompany's website at www.ikcement.com.

22. Auditors' Report

Your Company prepares its financial statements in compliance with therequirements of the Companies Act 2013 and the Generally Accepted Accounting Principles(GAAP) in India. The financial statements have been prepared on historical cost basis(except items disclosed in significant accounting policies). The estimates and judgmentsrelating to the financial statements are made on a prudent basis so as to reflect a trueand fair manner the form and substance of transactions and reasonably present theCompany's state of affairs profits and cash flows for the year ended 31 March 2021.Auditors' Report to the shareholders does not contain any qualification in the standaloneor in the consolidated financial statements for the year under report. However Auditorshave drawn attention of shareholders on penalty imposed by Competition Commission of India(CCI) the matter is adequately covered by Para 15 above read along with notes onaccounts.

23. Internal Financial Controls and its Adequacy.

The Board has adopted policies and procedures for ensuring orderly andefficient conduct of its business including adherence to the Company's Policies thesafeguarding of its assets the prevention and detection of Frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures. The Company's internal control system is commensurate with itssize scale and complexities of its operations. The Audit Committee of the Board ofDirectors actively reviews the adequacy and effectiveness of the internal control systemand suggests improvements to strengthen the same. It also reviews the quarterly InternalAudit Reports.

24. Directors and Key Managerial Personnel.

24.1 In accordance with the provisions of Section 152 of CompaniesAct 2013 and the Company's Articles of Association Mr.Paul Heinz Hugentobler (DIN000452691) will retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment.

All Independent Directors have given declaration that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andListing Regulation

24.2 Cessations

Mr. Kailash Nath Khandelwal resigned from the post of Director witheffect from 17.06.2020 due to personal reasons.

Mrs. Kavita Y. Singhania was appointed as an Additional Director in thecategory of Non-Executive Non-Independent Director on

31.08.2020. She resigned from Directorship with effect from 20.01.2021due to personal reasons.

24.3 Key Managerial Personnel

During the year under report following Officials acted as KeyManagerial Personnel:

Name of the Official Designation
1. Dr. Raghavpat Singhania (Appointed on 31.08.2020) Managing Director
2. Mr. Madhavkrishna Singhania (Appointed on 31.08.2020) Dy. Managing Director & CEO.
3. Mr. Ajay Kumar Saraogi (Appointed on 31.08.2020) Dy. Managing Director & CFO
4. Mr. Shambhu Singh Company Secretary

25. Meetings of the Board Of Directors

During the year 2020-21 5 (five) Board Meetings were convened andheld the details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

26. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17of the Listing Regulations the Board has carried out an annual performance evaluation ofits Independent Directors and the Independent Directors also evaluated the performance ofNon- Independent Directors. The Board of Directors expressed their satisfaction with theevaluation process. The Board of Directors also evaluated the functioning/performance ofAudit Committee Stakeholders Relationship Committee Nomination & RemunerationCommittee CSR Committee Committee of Directors and expressed satisfaction with theirfunctioning/performance.

27. 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:

i) In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanations relating to materialdepartures;

ii) The Directors have selected such accounting policies judgments andestimates that are reasonable and prudent and applied them consistently so as to give atrue and fair view of the state of affairs of the company as on

31 March 2021 and of the statement of Profit and Loss and cash flow ofthe company for the period ended 31 March 2021;

iii) 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;

iv) The annual accounts have been prepared on an ongoing concern basis;

v) Proper internal financial controls to be followed by the Company hasbeen laid down and that such internal financial controls are adequate and were operatingeffectively and

vi) Proper systems to ensure compliance with the provisions of allapplicable laws has been devised and that such systems were adequate and operatingeffectively.

28. Statutory Auditor

At the 23rd Annual General Meeting held on 29/07/2017 M/sS.R. Batliboi & Co. LLP Chartered Accountants (ICAI Firm Registration No. 301003E/E300005) were appointed as the Statutory Auditors of the Company to hold office till theconclusion of 28th Annual General Meeting. The requirement for the annualratification of auditors' appointment at the AGM has been omitted pursuant to Companies(Amendment) Act 2017 notified on 7 May 2018.

The Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.

29. Cost Auditor

Pursuant to section 148 of the Companies Act 2013 the Board ofDirectors on the recommendation of the Audit Committee appointed M/s K.G. Goyal &Company Cost Accountants as the Cost Auditors of the company for the Financial Year2021-22 and has recommended their remuneration to the Shareholders for ratification at theensuing Annual General meeting. M/s K.G.Goyal & Company have confirmed that theirappointment is within the limits of the Section 139 of the Companies Act 2013 and havealso certified that they are free from any disqualifications specified under Section 141of the Companies Act 2013. The Audit Committee has also received a certificate from theCost Auditor certifying their independence and arm's length relationship with the company.The Cost Audit Report for the financial year 2020-21 was filed with Ministry of CorporateAffairs.

30. Secretarial Audit

In terms of the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed M/s. Reena Jakhodia & Associates Kanpur Company Secretaries inPractice as the Secretarial Auditor for conducting Secretarial Audit of the Company forthe Financial Year ended 31 March 2021. The report of the Secretarial Auditor is attachedas Annexure A. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark except as detailed in MR-3 annexed to this Report. TheCompany is in compliance with the Secretarial Standards specified by the Institute ofCompany Secretaries of India ('ICSI').

31. Reporting of Fraud

The Auditors of the company have not reported any fraud committed tothe Company as specified under Section 143(12) of the Companies Act 2013. Further nocase of fraud on the Company has been reported to the Management from any other sources.

32. Compliance with Secretarial Standards on Board and Annual GeneralMeetings

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.

33. Corporate Social Responsibility (CSR)

Corporate Social Responsibility is an integral part of the Company'sethos and policy and it has been pursuing this on a sustained basis. The Company assistsin running of Schools at their Cement Plants ITIs and Sir Padampat Singhania UniversityUdaipur imparting value-based education to students. Also the Company played aconstructive role in the infrastructural development of surrounding areas. During theperiod under report the Company undertook various activities e.g.

Art Culture Community Welfare Drinking Water Sanitation EducationHealth Rural Development Eradicating Hunger/Poverty COVID care. The Annual Report onCSR activities is annexed herewith as Annexure B.

34. Statutory Information

34.1 Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo.

Particulars with regard to conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and outgo in accordance with the provisions ofSection 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts)Rules 2014 in respect of Cement plants are annexed hereto as Annexure C and formpart of the Report.

34.2 Annual Return

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return of the Company isavailable on the website of the Company at the link: https://www.ikcement.com/ investors/annual returns.

34.3 Business Responsibility Reporting

The Business Responsibility Report for the year ended 31 March 2021 asstipulated under regulation 34 of the Listing Regulations is annexed as Annexure D andforms part of the Annual Report.

34.4 Management Discussion & Analysis (MDA) Statement

The MDA as required under Listing Regulation is annexed hereto andforms an integral part of this Report.

35. Transfer to Investor Education and Protection Fund

During the year the Company has transferred a sum of Rs. 2105831/-which represents unclaimed dividend and 11585 Equity Shares which represents unclaimedshares to the Investor Education and Protection Fund in compliance with provisions of theCompanies Act 2013.

36. Disclosures under the companies act 2013 and Listing Regulations

36.1 Composition of Audit Committee

The Board has constituted the Audit Committee which as on 31.03.21comprises of Dr. K.B.Agarwal as the Chairman and Shri A. Karati Shri J.N. Godbole ShriSaurabh Chandra and Shri Ashok Sinha as members. More details about the committee aregiven in the Corporate Governance Report.

36.2 Policy on Sexual Harassment of women at workplace

The Company has zero tolerance towards sexual harassment at theworkplace and towards this has adopted a policy in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules framed thereunder. All employees (permanent contractual temporary trainees) arecovered under the said policy. Internal Complaints Committee have also been set up atvarious locations to redress complaints received on sexual harassment. During thefinancial year under review the Company has not received any complaint of sexualharassment from any of the women employees of the Company.

37.1 Independent Directors

The Company's Independent Directors have submitted requisitedeclarations confirming that they continue to meet the criteria of independence asprescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the ListingRegulations. The Independent Directors have also confirmed that they have complied withSchedule IV of the Act and the Company's Code of Conduct. The Board is of the opinion thatthe Independent Directors of the Company possesses requisite qualifications experienceand expertise in the fields of finance people management strategy auditing tax andrisk advisory services infrastructure banking insurance financial servicesinvestments cement industries petroleum foreign affairs and they hold highest standardsof integrity. Regarding proficiency the Company ensured inclusion of the names of allIndependent Directors in the data bank maintained with the Indian Institute of CorporateAffairs Manesar ('IICA'). The Independent Directors of the Company have registeredthemselves with the IICA for the said purpose. In terms of Section 150 of the Act readwith Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules2014 the Independent Directors undertook online proficiency self-assessment testconducted by the IICA.

37.2 Familiarisation Programme for Independent Directors

The familiarisation program aims to provide Independent Directors withthe cement industry scenario the socio-economic environment in which the Companyoperates the business model the operational and financial performance of the Companysignificant developments so as to enable them to take well informed decisions in a timelymanner. The familiarisation program also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.

38. Equal Opportunity by Employer

The Company has always provided a congenial atmosphere for work to allemployees that is free from discrimination and harassment including sexual harassment. Ithas provided equal opportunities of employment to all irrespective of their castereligion color marital status and sex.

39. Cautionary Statement

Statements in the Directors' Report and the Management Discussion andAnalysis describing the company's objectives expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ from those expressed in the statement. Important factors that could influencethe company's operations include: global and domestic demand and supply conditionsaffecting selling prices new capacity additions availability of critical materials andtheir cost changes in government policies and tax laws economic development of thecountry and other factors which are material to the business operations of the company.

40. Other Disclosure

No disclosure or reporting is made with respect to the following itemsas there were no transactions during the year under review:

• Details relating to deposits that are covered under Chapter V ofthe Act.

• The issue of equity shares with differential rights as todividend voting or otherwise.

• The issue of shares to the employees of the Company under anyscheme (sweat equity or stock options).

• There is no change in the Share Capital Structure during theyear under review.

• The Company does not have any scheme or provision of money forthe purchase of its own shares by employees or by trustees for the benefits of employees.

• Managing Director Dy. Managing Director & CEO and Dy.Managing Director & CFO has not received any salary/perquisite from any of itssubsidiaries.

• There was no revision in the financial statements.

• There was no change in the nature of business.

• There were no material changes and commitments affectingfinancial position of the Company between the end of the financial year and the date ofthis report.

41. Acknowledgements

Your Directors wish to place on record their appreciation for thevaluable support received by your Company from Banks Govt. of Rajasthan Govt. ofKarnataka Govt. of Haryana Government of Madhya Pradesh Govt. of Uttar Pradesh

Govt of Gujrat Central Govt. and Government of Fujairah. The Boardthanks the employees at all levels for their dedication commitment and hard work put inby them for Company's achievements. Your Directors are grateful to the Shareholders/Stakeholders for their confidence and faith reposed in Board.

For and on Behalf of the Board
Dr. Raghavpat Singhania Madhavkrishna Singhania
Managing Director Dy. Managing Director & CEO
DIN: 02426556 DIN:07022433
Place: Kanpur
Dated: 12 June 2021

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