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J K Cements Ltd.

BSE: 532644 Sector: Industrials
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OPEN 2641.40
52-Week high 3420.00
52-Week low 2005.00
P/E 32.07
Mkt Cap.(Rs cr) 20,359
Buy Price 2634.30
Buy Qty 2.00
Sell Price 2638.10
Sell Qty 20.00
OPEN 2641.40
CLOSE 2640.10
52-Week high 3420.00
52-Week low 2005.00
P/E 32.07
Mkt Cap.(Rs cr) 20,359
Buy Price 2634.30
Buy Qty 2.00
Sell Price 2638.10
Sell Qty 20.00

J K Cements Ltd. (JKCEMENT) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting Company's Twenty Eighth Annual Reportand Audited Financial Statements for the year ended 31st March 2022.

1. Financial Results

Rs in lacs
Particulars 2021-22 2020-21
Revenue from operations 767858.40 632827.88
ore depreciation tax and exceptional items bef Profit 137555.53 140408.86
Less: Depreciation 28201.96 24467.71
Less: Exceptional items 13000.00 16686.50
Profit Before Tax 96353.57 99254.65
Tax Expense (Including deferred tax and tax adjustment of earlier years) 33285.85 38972.07
Profit After Tax 63067.72 60282.58
Add: OCI (Other Comprehensive Income) 380.61 136.47
Add: Retained earnings at the beginning of the year 174854.95 121146.50
Add: Transfer from Debenture Redemption Reserve 1357.70 3289.40
Less: Transfer to General Reserve 20000.00 10000.00
Less: Dividend on Equity Shares 11590.24 -
Balance to be carried forward 208070.74 174854.95

2. Performance of the Company

Your Company's performance during the year under report has overall improved. TheCompany's gross turnover has increased by 21.3% to Rs 767858.40 Lakhs during the yearcompared to Rs632827.88 Lakhs in previous year. Profit after Tax increased to Rs63067.72Lakhs compared to Rs 60282.58 Lakhs.

3. Performance of the Subsidiary /Joint Venture/ Associate Companies

The Company has two wholly owned subsidiaries one in India and another in UAE. The UAEsubsidiary has one step down subsidiary and such step down subsidiary has a subsidiary inAfrica. There has been no material change in the nature of the business of subsidiaries.As on date of reporting the Company has incorporated another Wholly Owned Subsidiary forentering into Paint business. The Company has entered into Long Term Power PurchaseAgreement coupled with Share Subscription Agreement with suppliers of Renewable Energy andas per terms holds 26% equity.

Subsidiary Company

J.K. Cement (Fujairah) FZC (JKCF) recorded net loss of AED 114172584.99 (equivalentto Rs23162.87 Lakhs) for the period from April 2021 to 31st March2022(Previous year net Loss of AED

84885315 equivalent to Rs 17153.81 Lakhs)

JK Cement Works (Fujairah) FZC (JKCWF) is involved in principal business ofmanufacturing and sale of white cement in Middle East and GCC market and also export todifferent countries and also has recorded a turnover of AED 166408466.55 (equivalent toRs 33260.29 lakhs ) (Previous year AED 147685967 equivalent to Rs29844.68 Lakhs). Itrecorded a loss before OCI of AED 39501152.48 (equivalent to Rs 7908.22 Lacs) for theperiod from April2021 to 31st March2022 (Previous year a loss of AED 32398118)(equivalent to Rs6617.29 Lakhs) JKCWF has been incurring losses for past few years andits networth has eroded. During the year based on business valuation by an independentexternal valuer the Company has recognized provision towards diminuation of carryingamount of investment made in JKCF of Rs. 13000 Lakhs (Rs. 16686.50 Lakhs previous year).This amount has been disclosed as exceptional item.

JK White Cement (Africa) Ltd. is second level step down subsidiary of the Companyincorporated in Republic of Tanzania. 99.90 % stake is held by JK

Cement Works (Fujairah) FZC. It is engaged in the business ofmanufacturing/trading/import/export of all types of cement wall putty other alliedproducts cement clinker limestone gypsum etc.

Jaykaycem (Central) Ltd. (JCL) wholly owned subsidiary of your Company is setting upgreen grey cement manufacturing facilities recorded a net loss of Rs97.31 Lakhs (previousyear loss Rs 32.37 Lakhs) for the year ended 31st March 2022. It is proposed toamalgamate JCL with your Company and as on the date of reporting the CompanyApplication/Petition is pending before National Company Law Tribunal Allahabad Bench.

4. Consolidated Financial Statements

The statement as required under Section 129ofthe financials Companies Act 2013 inrespect of the subsidiaries of the Company viz. J.K. Cement (Fujairah) FZC J.K. CementWorks (Fujairah) FZC and Jaykaycem (Central) Ltd are annexed and forms an integral part ofthis Report. Consolidated Financial Statements prepared in accordance with relevantAccounting Standards issued by the Institute of Chartered Accountants of India form partof the Annual Report and Accounts.

5. Impact of Covid-19 Pandemic

There was no major impact on Company's operation due to the second wave of Covid 19except for partial impact on volume of white business for two months. The impact of samehas been considered in Annual Accounts 2021-22. Further the Company continues to takerequisite safeguards and compliances to ensure continuity of business and safety of itsemployees and other stakeholders.

6. Dividend

The Board of Directors has recommended a payment of dividend at a rate of Rs 15 perequity share (150%) for the year ended March 31 2022 (previous year 15 per equity share)with a total outgo of 11590.24 Lakhs subject to the approval of the Members at the 28thAnnual General Meeting (‘AGM').In terms of the provisions of Regulation 43A of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended(‘the Listing Regulations') the Company has formulated a Dividend DistributionPolicy. It is also available on the Company's website and can be accessed at dividend_distribution_policy_of_jk_cement_ltd_new.pdf

7. Transfer to Reserves

The Company proposes transfer of Rs1357.70 Lakhs (previous year Rs 3289.40 Lakhs) fromDebenture Redemption Reserve and fulther proposed to transfer Rs20000 Lakhs (previousyear Rs 10000 Lakhs) to General Reserve during Financial Year 2021-22.

8. Share Capital

The paid up Equity Share Capital as at 31st March 2022 remained at Rs 77.27Crores. During the period underreportyourCompany has not issued any share including SweatEquity ESOP. financial year

9. Finance

During the year under report your Company has availed a sum of Rs155 Crores towardsdisbursement of term loans (previous year Rs 585 Crores) and it repaid Rs189.49 Crores(previous year Rs 346.73 Crores) towards Term Loan and NCD.

10. Credit Rating

LookingtoCompany'sstrong consistent performance CARE has upgraded Company's rating forlong term bank facilities to AA+ (Double AA+) from AA. It has also reaffirmed A1+ forshort term bank facilities.

11. Particulars of Guarantees or Investments by the Company

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

12. Operations

Grey Cement

During the year under report production increased by 20.48% at 11.70 Million Tonne(compared to 9.71 Million Tonne last year) and sales increased by 19.92% at 11.72 MillionTonne (compared to 9.78 Million Tonne last year).

White Cement

Production of White Cement & Wall Putty increased by 9.23% at 14.09 Lac Tonneduring the year compared to 12.90 Lac Tonne last year and sale increased by 6.74% at 14.34Lac Tonne (compared to 13.44 Lac Tonne last year)

13. Projects of the Company

(a) Construction is undergoing in full swing on setting up of a greenfield grey cementmanufacturing unit at Panna MP with a split grinding unit at Hamirpur U.P. with totalcapacity of 4 MnTPA under its wholly owned subsidiary M/s Jaykaycem (Central) Ltd.(‘Jaykaycem'). (b) Undertaken upgradation of clinker line 3 at J.K.Cement WorksNimbahera whereupon clincker capacity of Line 3 stood increased to 6500 TPD (from 5000TPD).

14. Personnel

14.1 Industrial Relations

The industrial relations during the period under review generally remained cordial atall cement plants.

14.2 Particulars of Employees

List of employees getting salary in excess of the limits as specified under theprovisions of Section 134 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 throughout or review is annexedpartofthe separately marked as Annexure - E. However the Annual Report excluding theaforesaid information is being sent to all the members of the Company pursuant to provisoto Section 136 of the Companies Act 2013. Any member interested in obtaining suchparticulars may inspect and/or send the request to the Company at its Registered OfficeNone of the employee listed in the said Annexure is a relative of any Director of theCompany except Dr. Raghavpat Singhania Managing Director Mr. Madhavkrishna Singhania Dy.Managing Director and Chief Executive Officer and Dr. Nidhipati

Singhania Vice-Chairman (Non Executive Non

Independent Director). None of the employee hold (by himself or along with his spouseand dependent children) more than two percent of the equity shares of the Company.

The information required pursuant to Section . 197(12) read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

Particulars about Key Managerial Personnel.

SN Name Designation

*Remuneration Paid in Rs

% Increase in Remuneration from previous Year Median Ratio to Remuneration**
2021-22 2020-21
1 Dr. Raghavpat Singhania Managing Director (KMP) 143358916 90114537 59.08 172.72
2 Mr. Madhavkrishna Singhania Dy. Managing Director (KMP) and CEO 136714250 73053257 87.14 164.71
3 Mr. Ajay Kumar Saraogi Dy. Managing Director & Chief Financial Officer (KMP) 88171750 82088975 7.41 106.23
4 Mr. Shambhu Singh Vice President (Legal) & Company Secretary (KMP) 8732193 7297020 19.67 10.52

* Remuneration does not include payment of contribution to Provident Fund andsuperannuation fund which is exempted perquisite under applicable provisions of theCompanies Act 2013

** Rs 8.30 Lakhs is Median Ratio is calculated on remuneration 2021-22

Particulars about other Non-Executive Directors.

SN Name Designation

Remuneration Paid in Rs

% Increase in Remuneration from previous Year
2021-22 2020-21
1 Mrs. Sushila Devi Singhania Non- Executive Non Independent 3000000 2875000 4.35
2. Dr. Nidhipati Singhania Non- Executive Non Independent 2300000 N.A. -
3. Mr. Ajay Narayan Jha Non -Executive Independent 1750000 N.A. -
4. Mr. Ashok Sinha Non -Executive Independent 1825000 1375000 32.72
5. Mrs. Deepa Gopalan Wadhwa Non -Executive Independent 1900000 1425000 33.33
6. Dr. K.B. Agarwal Non -Executive Independent 2275000 1775000 28.16
7. Mr. Mudit Aggarwal Non -Executive Independent 1650000 N.A. -
8. Mr. Paul Heinz Hugentobler Non -Executive Non Independent 12954786 12299529 5.32
9 Mr. Satish Kumar Kalra Non -Executive Independent 1600000 N.A. -
10 Mr. Saurabh Chandra Non -Executive Independent 1975000 1450000 36.2
11. Mr. Sudhir Jalan Non -Executive Non Independent 1775000 1350000 31.48
12. Mr. A. Karati (ceased w.e.f. 14.08.2021) Non -Executive Independent 200000 1450000 -86.2
13. Mr. J.N. Godbole (ceased w.e.f 14.08.2021) Non -Executive Independent 250000 1550000 -83.8
14. Mr. Suparas Bhandari (ceased w.e.f 14.08.2021) Non -Executive Independent 250000 1500000 -83.3

14.3 Human Resources and Industrial Relations

The Company has structured induction process at all locations. Objective appraisalsystems based on Key Result Areas (KRAs) are in place for Senior Management Staff. TheCorporate HR is effectively involved in nurturing enhancing and retaining talent throughjob 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 dated 31.8.2016 imposed apenalty of Rs12854 Lakhs on the Company. The Appeal was heard whereupon National CompanyLaw Appellate Tribunal (NCLAT) vide order dated 25.7.2018 upheld CCI's order. The Companyhas filed statutory appeal before the Hon'ble Supreme Court which vide its order dated5.10.2018 has admitted the appeal and directed that the interim order of stay passed bythe Tribunal in this matter will continue for the time being. The Company backed by legalopinion believes that it has a good case and accordingly no provision has been made inthe Audited Annual Report of 2021-22.

In a separate matter CCI imposed penalty of Rs928 Lakhs vide order dated 19.1.2017 foralleged contravention of provision of Competition Act 2002 by the Company. On Company'sappeal NCLAT has stayed the operation of CCI's order. The matter is pending for hearingbefore NCLAT. Based on Legal opinion the Company believes that it has a good case andaccordingly no provision has been made in the Audited Annual Report of 2021-22. Members'attention is drawn to the statement on contingent liabilities in the notes forming part ofthe Financial Statements.

16. Corporate Governance

A report on Corporate Governance along with the Practicing Company Secretary'sCertificate on its compliance forms an integral part of this Report.

17. Public Deposits

Your Company has not invited any deposits from public/ shareholders under Section 73and 74 of the Companies Act 2013.

18. Whistle Blower policy/vigil mechanism

The Company has a Whistle Blower Policy to report genuine concerns or grievances ifany. The Whistle Blower Policy has been posted on the website of the Company. Nocomplaint/grievance under Whistle Blower has been received by the Company.

19. Mitigation of risk

The Company has been addressing various risks impacting the Company including detailsof significant changes in key financial ratios which is more fully provided in annexedManagement Discussion and Analysis. As per the Listing Regulation Risk ManagementCommittee for enforcing Risk Management Policy is in place.

20. Commodity price Risk/Foreign Exchange Risk and hedging activities

Your Company hedges its foreign currency exposure in respect of its imports and exportreceivables as per its laid down policies. Your Company uses a mix of various derivativeinstruments like forward covers currency swaps interest rates swaps or a mix of all.Your Company does not have material exposure of any commodity and accordingly no hedgingactivities for the same are carried out. Therefore there is no disclosure to offer interms of SEBI circular No. SEBI/HO/ CFD/CMD1/CIR/P/2018/0000000141 dated 15thNovember 2018.

21. Remuneration Policy

The Board of Directors and Nomination & Remuneration Committee follows a policyconcerning remuneration of Directors Key

Managerial Personnel and Senior Personnel

Management of the Company. The Policy also covers criteria for selection andappointment of Board Members and Senior Management and their remuneration. TheRemuneration Policy is stated in the Corporate Governance Report and also on Company'swebsite.

22. Related Party Transactions

All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the Listing Regulations. There are no materially significant related partytransactions made by the Company with Promoters Directors or Key Managerial Personneletc. which may have potential conflict with the interest of the Company at large or whichwarrants the approval of the shareholders. Accordingly no transactions are being reportedin Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014. However the details of the transactions with Related Party areprovided in the Company's financial statements in accordance with the Accounting Standardsand also half yearly reported to Stock Exchanges. All Related Party Transactions arepresented to the Audit Committee and the Board. Omnibus approval is obtained for thetransactions which are foreseen and repetitive in nature. A statement of all related partytransactions is presented before the Audit Committee on a quarterly basis specifying thenature value and terms and conditions of the transactions. The statement is supported bythe certificate from the MD and the DMD & CFO. The Related Party Transactions Policyas approved by the Board is uploaded on the Company's website at www.


Your Company prepares its financial statements compliance with the requirements of theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis (except items disclosedin significant accounting policies). The estimates and judgments relating to the financialstatements are made on basis so as to reflect a true and fair manner the form andsubstance of transactions and reasonably present the Company's state of affairs profitscash flows for the year ended 31st March 2022. Auditors' Report to the shareholders doesnot contain any qualification in the standalone or in the consolidated financialstatements for the year under report. However Auditors have drawn attention ofshareholders on penalty imposed by Competition Commission of India (CCI) the matter isadequately covered by Para 15 above read along with notes on accounts.

24. Internal Financial Controls and its Adequacy.

The Board has adopted policies and procedures for ensuring orderly and efficientconduct of its business including adherence to the Company's

Policies the safeguarding of its assets the prevention and detection of Frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial disclosures. The Company's internal control system is commensuratewith its size scale and complexities of its operations. The Audit Committee of the Boardof Directors actively reviews the adequacy and effectiveness of the internal controlsystem and suggests improvements to strengthen the same. It also reviews the quarterlyInternal Audit Reports.

25. Directors and key Managerial Personnel.

25.1 Appointments a. In accordance with the provisions of Section 152 of CompaniesAct 2013 and the Company's Articles of Association Mr. Sudhir Jalan (DIN

00111118) will retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment. b. Mr. Ajay Narayan Jha appointed as NonExecutive Independent and Dr. Nidhipati Singhania as a Non Executive Non IndependentDirector of the Company w.e.f 28.05.2021 and Mr. Mudit Aggarwal Mr. Satish Kumar Kalrawere appointed as Non Executive Independent Director of the Company w.e.f. 14.08.2021.Shareholders have confirmed their appointment.

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and ListingRegulations.

25.2. Cessations

Mr. Suparas Bhandari Mr.Achintya Karati and Mr. Jayant Narayan Godbole ceased to beDirector w.e.f 14.08.2021 due to expiry of their respective term.

25.3. Key Managerial Personnel

During the year under report following prudent acted as Key Managerial Personnel:-

SN Name of the Official Designation
1. Dr. Raghavpat Singhania Managing Director
2. Mr. Madhavkrishna Singhania Dy. Managing Director & Chief Executive Officer.
3. Mr. Ajay Kumar Saraogi Dy. Managing Director & CFO
4. Mr. Shambhu Singh Vice President (Legal) & Company Secretary

26. Meetings of the Board of Directors

During the year 2021-22 6 (Six) Board Meetings were convened and held the details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings were within the period prescribed under the Companies Act 2013.

27. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations the Board has carried out an annual performance evaluation of its IndependentDirectors and the Independent Directors also evaluated the performance of Non- IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluationprocess. The Board of Directors also evaluated the functioning/performance of AuditCommittee Stakeholders Relationship Committee Nomination & Remuneration CommitteeCSR Committee Committee of Directors and expressed satisfaction with theirfunctioning/performance.

28. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that: i) In the preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanations relating to material departures; ii) The Directors have selected suchaccounting policies judgments and estimates that are reasonable and prudent and appliedthem consistently so as to give a true and fair view of the state of affairs of theCompany as on 31st March 2022 and of the statement of Profit and Loss and cashperiod ended 31st March 2022; iii) Proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; iv) The annual accounts have been prepared on anongoing concern basis; v) Proper internal financial controls to be followed by the Companyhas been laid down and that such internal financial controls are adequate and wereoperating effectively and vi) Proper systems to ensure compliance with the provisions ofall applicable laws has been devised and that such systems were adequate and operatingeffectively.

29. Statutory Auditor

M/s. S.R. Batliboi & Co. LLP. Chartered Accountants (ICAI Firm Registration No.301003E/E300005) were appointed as statutory auditors in 23rd Annual General Meeting heldon August 29th July 2017 for a consecutive term of five (5) years from the conclusion ofthe 24th Annual General Meeting till the conclusion of 28th AnnualGeneral Meeting. The Audit Committee and the Board at their respective meetings held on21st May 2022 considered approved and recommended the re-appointment M/s. S.R. Batliboi& Co. LLP. Chartered Accountants (ICAI Firm Registration No. 301003E/E300005) as thestatutory auditors for a second term of five (5) consecutive conclusion of the 28thannual general meeting till the conclusion of 33rd annual general meeting. Thenecessary resolution(s) seeking your approval for their appointment as Statutory Auditorsare included in the notice of the ensuing Annual General Meeting.

30. Cost Auditor

Pursuant to section 148 of the Companies Act 2013 the Board of Directors on therecommendation of the Audit Committee appointed M/s K.G. Goyal & Company CostAccountants as the Cost Auditors of the company for the Financial Year 2022-23 and hasrecommended their remuneration to the

Shareholders for ratification at the ensuing Annual General Meeting. M/s K.G. Goyal& Company have confirmed that their appointment is within the limits of the Section139 of the Companies Act 2013 and have also certified that they are free from anydisqualifications specified under Section 141 of the Companies Act 2013. The AuditCommittee has also received a certificate from the Cost Auditor certifying theirindependence and arm's length relationship with the company. The Cost Audit Report for thefinancial year 2020-21 was filed with Ministry of Corporate Affairs.

31. Secretarial Audit

In terms of the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. Reena Jakhodia & Associates Kanpur Company Secretaries in Practiceas the Secretarial Auditor for conducting Secretarial Audit of the Company for theFinancial Year ended March 31 2022. The report of the Secretarial Auditor is attached asAnnexure A. The Secretarial Audit Report does not contain any qualification reservationor adverse remark except as detailed in MR-3 annexed to this Report. The Company is incompliance with the Secretarial Standards specified by the Institute of CompanySecretaries of India (‘ICSI').

32. Reporting of Fraud

There has been no report of any fraud committed to the Company as specified underSection 143(12) of the Companies Act 2013. Further no case of Fraud on the Company hasbeen reported to the Management from any other sources.

33. Compliance with Secretarial Standards On Board and General Meetings

The Company has complied with Secretarial Standards issued by the Institute of Company

Secretaries of India on Board meetings and General Meetings.

34. Corporate Social Responsibility (CSR)

Corporate Social Responsibility is an integral part years i.efrom 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

Vocational Training Center at Plants and other locations and Sir Padampat SinghaniaUniversity Udaipur imparting value based education to students. During the year yourCompany has also contributed to IIT Kanpur for construction of Super Specialty Hospital.Also the Company played a constructive role in the infrastructural development ofsurrounding areas. During the period under report the Company undertook variousactivities e.g. Art Culture Community Welfare Drinking Water Sanitation EducationHealth Rural Development Eradicating Hunger/Poverty. The Annual Report on CSR activitiesis annexed herewith as Annexure B.

35. Statutory Information

35.1 Conservation of Energy Technology

Absorption Foreign Exchange Earnings and Outgo.

Particulars with regard to conservation of Energy Technology Absorption ForeignExchange Earnings and outgo in accordance with the provisions of Section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 in respect ofCement plants are annexed hereto as Annexure C and form part of the Report.

35.2 Annual Return

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at the link: investors//annualreturns

35.3 Business Responsibility Reporting

The Business Responsibility Report for the year ended 31st March 2022 asstipulated under regulation 34 of the Listing Regulations is annexed as Annexure D andforms part of the Annual Report.

35.4 Management Discussion & Analysis (MDA) Statement

The MDA as required under Listing Regulation is annexed hereto and forms an integralpart of this Report

36. Transfer to Investor Education and Protection Fund

During and pertaining to the year the Company has transferred a sum of Rs1073258 /-which represents unclaimed dividend and 12613 Shares (held by1413 Shareholders) whichrepresents unclaimed shares were due for transfer has been transfered after the close offinancial year to the Investor Education and Protection Fund in compliance with provisionsof the Companies Act 2013.

37. Disclosures under the Companies Act 2013 and Listing Regulations

37.1 Composition of Audit Committee:

The Board has constituted the Audit Committee which comprises of Dr. K.B. Agarwal asthe Chairman and Mr. Ajay Narayan Jha Mr. Saurabh Chandra Mr. Ashok Sinha andDr.Nidhipati Singhania as Members. More details about the committee are given in theCorporate Governance Report.

37.2 Policy on Sexual Harassment of Women at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules framedthereunder. All employees (permanent contractual temporary trainees) are covered underthe said policy. An Internal Complaints Committees have also been set up at variouslocation to redress complaints received on sexual harassment. During the financial yearunder review the Company has not received any complaint of sexual harassment from any ofthe women employees of the Company.

38.1 Independent Directors

The Company's Independent Directors have submitted requisite declarations confirmingthat they continue to meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directorshave also confirmed that they have complied with Schedule IV of the Act and the Company'sCode of Conduct. The Board is of the opinion that the Independent Directors of the Companypossess requisite qualifications experience and expertise in the fields of financepeople management strategy auditing tax and risk advisory services infrastructurebanking insurance financial services investments mining & mineral industries ande-marketing and they hold highest standards of integrity. Regarding proficiency theCompany has adopted requisite steps towards the inclusion of the names of all IndependentDirectors in the data bank maintained with the Indian Institute of Corporate AffairsManesar (‘IICA'). The Independent Directors of the Company have Qualified themselvesunder Companies (Appointment & Qualification of Directors) Rules 2014.

38.2 Familiarization Programme For Independent Directors

The familiarization program aims to provide Independent Directors with the cementindustry scenario the socio-economic environment in which the Company operates thebusiness model the operational and financial performance of the Company significantdevelopments so as to enable them to take well informed decisions in a timely manner. Thefamiliarization program also seeks to update the Directors on the roles responsibilitiesrights and duties under the Act and other statutes.

39. Equal Opportunity by Employer

The Company has always provided a congenial atmosphere for work to all employees thatis free from discrimination and harassment including sexual harassment. It has providedequal opportunities of employment to all irrespective of their caste religion colormarital status and sex.

40. Cautionary Statement

Statements in the Directors' Report and the Management Discussion and Analysisdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the company's operations include: global and domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and their cost changes in government policies and tax laws economicdevelopment of the country and other factors which are material to the businessoperations of the company.

41. Other Disclosure

No disclosure or reporting is made with respect to the following items as there wereno transactions during the year under review:

Details relating to deposits that are covered under Chapter V of the Act

The issue of equity shareswithdifferential rights as to dividend voting or otherwise

The issue of shares to the employees of the Company under any scheme(sweat equity orstock options)

There is no change in the Share Capital Structure during the year under review

The Company does not have any scheme or provision of money for the purchase of its ownshares by employees or by trustees for the employees confidence and

Managing Director Dy. Managing Director & CEO and Dy. Managing Director & CFOhave not received any remuneration or commission from any of its subsidiaries

There was no revision in the financial statements

There was no change in the nature of business

There were no material changes and commitments affecting financial position of theCompany between the end of the financial year and the date of this report

42. Acknowledgements

Your Directors wish to place on record their appreciation for the valuable supportreceived by your Company from Banks Govt. of Rajasthan Govt. of Karnataka Govt. ofHaryana Government of Madhya Pradesh Govt. of Uttar Pradesh Central Govt. andGovernment of Fujairah. The Board thanks the employees at all levels for their dedicationcommitment and hard work put in by them for Company's achievements. Your Directors aregrateful to the Shareholders/ Stakeholders for their faith reposed in Board.

For and on Behalf of the Board
Place: New Delhi Dr. Raghavpat Singhania Madhavkrishna Singhania
Dated: 21.5.22 Managing Director Dy.Managing Director &CEO
DIN: 02426556 DIN: 07022433