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J K Cements Ltd.

BSE: 532644 Sector: Industrials
NSE: JKCEMENT ISIN Code: INE823G01014
BSE 00:00 | 01 Mar 2666.85 -19.40
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NSE 00:00 | 01 Mar 2660.65 -27.45
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OPEN 2680.00
PREVIOUS CLOSE 2686.25
VOLUME 3380
52-Week high 2917.10
52-Week low 800.00
P/E 38.15
Mkt Cap.(Rs cr) 20,607
Buy Price 2646.85
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Sell Price 2666.85
Sell Qty 1.00
OPEN 2680.00
CLOSE 2686.25
VOLUME 3380
52-Week high 2917.10
52-Week low 800.00
P/E 38.15
Mkt Cap.(Rs cr) 20,607
Buy Price 2646.85
Buy Qty 5.00
Sell Price 2666.85
Sell Qty 1.00

J K Cements Ltd. (JKCEMENT) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting Company's Twenty Sixth Annual Report andAudited Financial Statements for the year ended 31st March 2020

1. FINANCIAL RESULTS

Particulars 2019-20 2018-19
Revenue from operations 546376.77 498129.88
Profit before depreciation & tax 104455.08 66793.84
Less: Depreciation 21438.87 19436.50
Less: Exceptional Item 17815.00 -
Profit Before Tax 65201.21 47357.34
Tax Expense (Including deferred tax and tax adjustment of earlier years) 25163.62 14867.80
Profit After Tax 40037.59 32489.54
Add: Retained earnings at the beginning of the year 105672.09 91463.67
Transfer to Debenture Redemption Reserve (1865.10) (87.60)
Dividend to Equity Shares (including tax thereon) 6986.00 9315.10
Balance to be carried forward 121146.50 105672.09

2. PERFORMANCE OF THE COMPANY

Your Company's performance during the year under report has overall improved. TheCompany's revenue from operations increased by 9.69% to Rs 5463.77 Crores during the yearcompared to Rs 4981.30 Crores in previous year. Profit before Depreciation and Taxincreased to Rs 1044.55 Crores compared to Rs 667.94 Crores.

3. PERFORMANCE OF THE SUBSIDIARY COMPANIES

The Company has three subsidiaries. There has been no material change in the nature ofthe business of subsidiaries.

SUBSIDIARY COMPANY

J.K. Cement (Fujairah) FZC (JKCF) recorded net income of AED 3843956 (equivalent toRs 741.07 Lacs) for the period from January 2019 to 31st March 2020 (Previouscalendar year 2018 net income remained AED 4416725 equivalent to Rs 822.16 Lacs)

JK Cement Works (Fujairah) FZC (JKCWF) is involved in principal business ofmanufacturing and sale of white cement in Middle East and GCC market and has recordedrevenue from operations of AED 195341574 for the period from January 2019 to 31stMarch 2020 (Previous calendar year 2018 AED 140964721). It recorded a loss of AED47614903 (equivalent to Rs 9004.54 Lacs) for the period from January 2019 to 31stMarch 2020 [Previous calendar year 2018 a loss of AED 37235407 (equivalent to Rs6685.22 Lacs) was recorded].

IMPAIRMENT

J.K. Cement Works (Fujairah) FZC is incurring losses for the past several years sinceits incorporation and its net worth has been significantly eroded. During the currentyear based on business valuation of J.K. Cement Works (Fujairah) FZC' [subsidiary ofJ.K.Cement (Fujairah) FZC] by an independent external valuer the Company has recognisedprovision towards diminution of carrying amount of investment J.K. Cement (Fujairah) FZCof Rs 16151 Lacs. Additionally the Company has also provided for outstanding receivablefor earlier years from J.K. Cement (Fujairah) FZC amounting to Rs 1664 Lacs. The totalamount of Rs 17815 Lacs has been disclosed as exceptional item.

JK White Cement (Africa) Ltd. is second level step down subsidiary of the Company newlyincorporated on 4th November 2018 in Republic of Tanzania. 99.90 % stake isheld 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 intends to set up grey cement manufacturing facilities in M.P.During 2019-20 it recorded a net loss of Rs 10.27 Lacs (previous year profit of Rs 3.85Lacs).

4. CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 129 of the Companies Act 2013 in respect ofthe subsidiaries of the Company viz. J.K. Cement (Fujairah) FZC J.K. Cement Works(Fujairah) FZC and Jaykaycem (Central) Ltd are annexed and forms an integral part of thisReport. Consolidated Financial Statements prepared in accordance with provisions ofrelevant Accounting Standards issued by the Institute of Chartered Accountants of Indiaforms part of the Annual Report and Accounts.

5. IMPACT OF COVID-19 PANDEMIC

The COVID-19 outbreak was declared a pandemic by World Health Organization in the lastquarter of the financial year causing social and economic turbulence. The operations ofthe Company were impacted in the month of March 2020 due to temporary shutdown of allplants following nationwide lockdown announced by the Government of India because ofCOVID-19 outbreak.

The business continuity was considered at the utmost priority with the safety andsecurity of the plants and manpower during the lockdown period so as to ensure smoothrestart of operations at the short notice. Employees have been working from home andCompany management has been in continuous engagement with them. Standing operatingprocedures were prepared to develop awareness amongst the employees about the socialdistancing sanitization thermal screening and wearing mask. Core teams have beenformulated across the plants to respond the rapidly changing scenario. Similarlycommercial teams have been formed to communicate with the channel partners and businessassociate through digital platform.

The Company has resumed operations at its various plants gradually with the Governmentapproval and following the guidelines of Ministry of Home Affairs Government of Indiawith close monitoring/ implementation of directives / guidelines issued by regulatorybodies from time to time. Presently major portion of the cement demand is witnessed fromretail market in rural and the semi urban area. Cement demand is expected to remainsluggish due to COVID-19 situation and resulting shortage of labour in urban areas.

The Company's financial resources remain entirely protected inspite of adverse impacton its operations during the lockdown. The Company has prepared cash flow projectionsassessed the impact on operations and also assessed the recoverability of receivablesimpairment of its property plant and equipment/investment in subsidiaries using variousinternal and external information up to date of approval of the financial results. On thebasis of evaluation current indicators of future economic conditions and cement industryin particular the Company expects to recover the carrying amount of these assets and doesnot anticipate any impairment to the financial and non-financial assets on going concernbasis. COVID-19 may impact the underlying assumptions and estimates used to prepare theCompany's financial statements which may differ from that considered as at the date ofapproval of these financial statements.

The Company will continue to closely monitor any material changes to future economicconditions which are subject to uncertainties that COVID-19 outbreak might pose oneconomic recovery.

The Company has also disclosed the material impact of COVID-19 pandemic on the Companyto the stock exchanges basis Rs SEBI circular SEBI/ HO/CFD/CMD1/CIR/P/2020/84 dated 20thMay 2020 regarding disclosure by listed entities on the impact of COVID-19 pandemic onthe business performance and financials of the Company to the Stock Exchanges'.

On account of rapidly changing scenario due to COVID-19 Company management is incontinuous coordination with all the stake holders so that the timely actions are taken tocombat the situation. The management is well aware of the fact that the current businessenvironment may pose challenges in the near term but it also provides opportunities inthe short medium and long term.

6. DIVIDEND

The Board of Directors at their Meeting held on 28th February 2020 declaredan interim dividend of Rs 7.50 per quity share (75%) of face value of Rs 10 and the amountof interim dividend and tax thereon aggregated to Rs 69.86 Crores. Dividend paid for FY2018-19 was Rs 10 per equity share (100%) of face value of Rs 10 the amount of dividendand tax thereon aggregated to Rs 93.15 Crores. The Directors recommend for considerationof the shareholders at the 26th Annual General Meeting the above referredinterim dividend as final dividend for the financial year ended 31st March2020.

7. TRANSFER TO RESERVES

The Company proposes to transfer Rs 1865.10 Lacs (previous year Rs 87.60 Lacs) fromDebenture Redemption Reserve and Rs 10000 Lacs (previous year Rs 10000 Lacs) to GeneralReserve during Financial Year 2019-20.

8. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March 2020 remained at Rs 77.27Crores. During the period under report your Company has not issued any share includingSweat Equity ESOP and/or Convertible Debentures.

9. FINANCE

During the year under report your Company has availed a sum of Rs 683 Crores towardsdisbursement of term loans (previous year Rs 130 Crores). However it repaid Rs 255.19Crores (previous year Rs 171.08 Crores) towards Term Loan and NCD.

10. CREDIT RATING

CARE has reaffirmed your Company's rating as “CARE AA” for long term bankfacilities and “CARE A1+” for short 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 and White Business

Grey and White Cement production volume has decreased to 9.57 MnTPA in 2019-20 asagainst 9.63 MnTPA in 2018-19 thereby registering degrowth of 1%.

13. PROJECTS OF THE COMPANY

Your Company undertook Brownfield grey cement capacity expansion at Nimbahera MangrolChittorgarh Rajasthan with split grinding unit at Aligarh U.P. and Balasinor Gujrathaving total cement production capacity of 4.2 Million Tonne Per Annum (MnTPA). During theyear under report your Company has successfully commissioned 3.5 Million Tonne Per Annumgrey cement capacity (2 MnTPA in Rajasthan and 1.5 MnTPA capacity at Aligarh U.P.).Project at Balasinor Gujrat having grinding capacity of 0.7 MnTPA capacity is in advancedstage of completion.

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

A statement showing the names and other particulars of employees drawing remunerationin excess of the limits as set out in the Rules 5(2) and 5(3) of the aforesaid Rules formspart of this report. However in terms of first provision of Section 136 (1) of the Actthe Annual Report and Accounts are being sent to the members and others entitled theretoexcluding the aforesaid information. The said information is available for inspection bythe members at the Registered Office of the Company during business hours on working daysup to the date of the ensuing Annual General Meeting. If any member is interested inobtaining a copy thereof such member may write to the Company Secretary whereupon a copywould be sent.

None of the employee hold (by himself or along with his spouse and 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 including Chairman & Managing Director.

Remuneration Paid

Ratio/Time per median of employee remuneration to remuneration**

Name Designation 2019-20 2018-19 % increase in Remuneration from previous year
1 Mr. Yadupati Singhania Chairman & Managing Director 212500000 186032400 14.22 1:299
2 Mr. Ajay Kumar Saraogi President (C/A) & Chief Financial Officer 29215616 26070000 12.06 1:41
3 Mr. Shambhu Singh Asst. Vice President (Legal) & Company Secretary 6157782 5335000 15.42 1:9
4 Mr. Raghavpat Singhania Chief Operating Officer (White Cement) 16204773 12865656 25.95 1:23
5 Mr. Madhavkrishna Singhania Chief Operating Officer (Grey Cement) 12626202 11257489 12.15 1:18

**7.10 Lacs is Median Ratio is calculated on remuneration 2019-20

Remuneration is exclusive of EPF contribution by the Company.

Particulars about other Non-Executive Directors.

Name

Remuneration Paid

% increase in Remuneration from previous year

Designation 2019-20 2018-19
1 Smt. Sushila Devi Singhania Non-Executive Non Independent 1075000 1500000 (-) 28.33
2 Shri A. Karati Non-Executive Independent 1300000 1225000 6.12
3 Shri J.N. Godbole Non-Executive Independent 1375000 1350000 1.85
4 Dr. K.B. Agarwal Non-Executive Independent 1725000 1725000 -
5 Shri K.N. Khandelwal Non-Executive Non Independent 1550000 1400000 10.71
6 Shri Sudhir Jalan Non-Executive Non Independent 1075000 -

-

7 Shri Suparas Bhandari Non-Executive Independent 1450000 1350000 7.40
8 Mr. Paul Heinz Hugentobler Non-Executive Non Independent 11946000 12060355 (-) 0.95
9 Mrs. Deepa Gopalan Wadhwa Non-Executive Independent 1225000 1075000 13.95
10 Shri Ashok Sinha Non-Executive Independent 1200000 - -
11 Shri Saurabh Chandra Non-Executive Independent 1275000 - -
12. Shri R.K.Lohia Non-Executive Independent 25000++ 1225000 n.a.

++ Ceased to be Director w.e.f. 3.8.2019

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.

The Corporate HR is effectively involved in nurturing enhancing and retaining talentthrough job satisfaction management development programme etc.

15 SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/ MATTER OFEMPHASIS

The Competition commission of India (CCI) vide its order dated 31.8.2016 imposed apenalty of Rs 12854 Lacs 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 2019-20.

In a separate matter CCI imposed penalty of Rs 928 Lacs 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 2019-20.

Members' attention is drawn to the statement on contingent liabilities in the notesforming part of the 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 Vigil Mechanism and a Whistle Blower Policy in place to enable itsdirectors employees and its stakeholders to report their concerns if any. The saidPolicy provides for (a) adequate safeguards against victimisation of persons who use theVigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of theBoard of the Company.

The Company believes in the conduct of the affairs of its constituents by adopting thehighest standards of professionalism honesty integrity and ethical behaviour in linewith its Code of Conduct (‘Code'). All the stakeholders are encouraged to raise theirconcerns or make disclosures on being aware of any potential or actual violation of theCode policies or the law. Details of the Vigil Mechanism and Whistle Blower policy aremade available on the Company's website.

Matters reported during the year have been suitably addressed by the management/auditcommittee.

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 Management Committee 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 derivatives instruments like forward coverscurrency swaps interest rates swaps or a mix of all. Your Company does not have materialexposure of any commodity and accordingly no hedging activities for the same are carriedout. Therefore there is no disclosure to offer in terms of SEBI circular No. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated 15th November 2018.

21. REMUNERATION POLICY

The Board of Directors and Nomination & Remuneration Committee follows a policyconcerning remuneration of Directors Key Managerial Personnel and Senior ManagementPersonnel of the Company. The Policy also covers criteria for selection and appointment ofBoard Members and Senior Management and their remuneration. The Remuneration Policy isstated in the Corporate Governance Report.

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 AccountingStandards.

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions. The statement is supported by the certificate from the CMD and the CFO.The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website at www.Jkcement.com.

23. AUDITORS' REPORT

Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India.The financial statements have been prepared on historical cost basis (except itemsdisclosed in significant accounting policies). The estimates and Judgments relating to thefinancial statements are made on a prudent basis so as to reflect a true and fair mannerthe form and substance of transactions and reasonably present the Company's state ofaffairs profits and cash flows for the year ended 31st March 2020. Auditors'Report to the shareholders does not contain any qualification in the standalone or in theconsolidated financial statements for the year under report. However Auditors have drawnattention of shareholders on penalty imposed by Competition Commission of India (CCI) andimpact of COVID-19 has been adequately covered by Para 15 above read along with notes onaccounts.

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 ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures. The Company's internal control system is commensurate with its size scaleand complexities of its operations.The Audit Committee of the Board of Directors activelyreviews the adequacy and effectiveness of the internal control system and suggestsimprovements to strengthen the same. It also reviews the quarterly Internal Audit Reports.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

25.1 In accordance with the provisions of

Section 152 of Companies Act 2013 and the Company's Articles of Association Smt.Sushila Devi Singhania (DIN00142549) will retire by rotation at the 26th AnnualGeneral Meeting and being eligible offers herself for reappointment. All IndependentDirectors have given declaration that they meet the criteria of independence as laid downunder Section 149(6) of the Companies Act 2013 and Listing Regulation

SEBI LODR (Amendment) Regulation 2018 has inserted Regulation 17(1A) w.e.f. 1.4.2019whereupon a Director crossed and/ or would be crossing 75 years of age during tenure ofDirectorship requires approval of Shareholders by way of Special Resolution for continuingin the office. Accordingly Smt. Sushila Devi Singhania (DIN 00142549) seeking approvalfrom Shareholders in order to continue in the Office.

Shri Sudhir Jalan (DIN: 00111118) was appointed as a Non Executive Non IndependentDirector of the Company by a Special Resolution passed through Postal Ballot w.e.f.17.12.2019.

25.2 Cessation

Mr. Raj Kumar Lohia ceased to be Director with effect from 3.08.2019 due to non passingof resolution by requisite majority in 25th Annual General Meeting

25.3 Key Managerial Personnel

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

SN Name of the Official Designation
1. Shri Yadupati Singhania Chairman & Managing Director
2. Shri Ajay Kumar Saraogi President (C/A) & cfo
3. Shri Shambhu Singh Asst- Vice President (Legal) & Company Secretary
4. Shri Raghavpat Singhania Chief Operating officer (White Cement)
5- Shri Madhavkrishna Singhania Chief Operating Officer (Grey Cement)

26. MEETINGS OF THE BOARD OF DIRECTORS

During the year 2019-20 5 (five) Board Meetings were convened and held the details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings was 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 evaluation process. TheBoard of Directors also evaluated the functioning/performance of Audit CommitteeStakeholders Relationship Committee Nomination & Remuneration Committee CSRCommittee 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 annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures;

ii) The Directors have selected such accounting policies judgments and estimates thatare reasonable and prudent and applied them consistently so as to give a true and fairview of the state of affairs of the company as on 31st March 2020 and of thestatement of Profit and Loss and cash flow of the company for the period ended 31stMarch 2020;

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

v) Proper internal financial controls to be followed by the Company has been laid downand that such internal financial controls are adequate and were operating effectively; and

vi) Proper systems to ensure compliance with the provisions of all applicable laws hasbeen devised and that such systems were adequate and operating effectively.

29. STATUTORYAUDITOR

At the 23rd Annual General Meeting held on 29/07/2017 M/s S.R. Batliboi& Co. LLP Chartered Accountants (ICAI Firm Registration No. 301003E/ E300005) wereappointed as the Statutory Auditors of the Company to hold office till the conclusion of28th Annual General Meeting. The Statutory Auditors have consented to the saidappointment and confirmed that their appointment if made would be within the limitsmentioned under Section 143(3)(g) of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014.

30. COSTAUDITOR

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 2020-21 and hasrecommended their remuneration to the Shareholders for ratification at the ensuing AnnualGeneral meeting. M/s K.G.Goyal & Company have confirmed that their appointment iswithin the limits of the Section 139 of the Companies Act 2013 and have also certifiedthat they are free from any disqualifications specified under Section 141 of the CompaniesAct 2013. The Audit Committee has also received a certificate from the Cost Auditorcertifying their independence and arm's length relationship with the company. The CostAudit Report for the financial year 2018-19 was filed with Ministry of Corporate Affairs.

31. SECRETARIAL AUDIT

The Board had appointed M/s Reena Jakhodia & Associates Kanpur a firm of CompanySecretaries in Practice to carry out Secretarial Audit under the provisions of Section204 of the Companies Act 2013 for the Financial Year 2019-20. The report of theSecretarial Auditor is annexed to this report as Annexure A. The report does notcontain any qualification.

32. REPORTING OF FRAUD

During the year under review the Statutory Auditors Cost Auditors & SecretarialAuditors of the Company have not reported any instances of frauds committed in the Companyby its Officers or Employees to the Central Government under Section 143(12) of theCompanies Act 2013 details of which needs to be mentioned in this Report.

33. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board meetings and Annual General Meetings.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is an integral part of the Company's ethos and policyand it has been pursuing this on a sustainable basis.

The Company assists in running of Schools at their Cement Plants ITIs and Sir PadampatSinghania University Udaipur imparting value based education to students. Also theCompany played a constructive role in the infrastructural development of surroundingareas. During the period under report the Company undertook various activities e.g. Artand Culture Community Welfare Drinking Water Education Health Rural DevelopmentEnvironment Protection Natural Calamity Livelihood and Sports Promotion.

The Annual Report on CSR activities is annexed herewith as Annexure B.

35. STATUTORY INFORMATION

35.1 Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo.

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 Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT- 9 as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure D.

35.3 Business Responsibility Reporting

The Business Responsibility Report for the year ended 31st March 2020 asstipulated under regulation 34 of the Listing Regulations is annexed as Annexure E 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 the year the Company has transferred a sum of Rs1687885/- which representsunclaimed dividend and 20178 Equity Shares which represents unclaimed shares to theInvestor Education and Protection Fund in compliance with provisions of the Companies Act2013.

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 Shri A. Karati Shri J.N. Godbole Shri K.N. Khandelwal Shri SudhirJalan and Shri Ashok Sinha 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. Internal Complaints Committees have also been set up at various locationto redress complaints received on sexual harassment. During the financial year underreview the Company has not received any complaint of sexual harassment from any of thewomen employees of the Company.

38. 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(l)(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 Company possessrequisite qualifications experience and expertise in the fields of finance managementstrategy auditing tax and risk advisory services infrastructure banking insurancefinancial services investments mining & mineral industries and they hold higheststandards of integrity. Regarding proficiency the Company has adopted requisite stepstowards the inclusion of the names of all Independent Directors in the data bankmaintained with the Indian Institute of Corporate Affairs Manesar (‘IICA').Accordingly the Independent Directors of the Company have registered themselves with theIICA for the said purpose. In terms of Section 150 of the Act read with Rule 6(4) of theCompanies (Appointment & Qualification of Directors) Rules 2014 the IndependentDirectors are required to undertake online proficiency self-assessment test conducted bythe IICA within a period of one (1) year from the date of inclusion of their names in thedata bank. The IICA is yet to commence the online proficiency self-assessment test andhence the said online proficiency self-assessment test will be undertaken by theIndependent Directors of the Company as and when such test will be made available.

38.1 FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarisation 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. Thefamiliarisation 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. 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 confidence and faith reposed inBoard.

For and on Behalf of the Board
Place: Kanpur Yadupati Singhania
Dated: 17th June 2020 Managing Director

.