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J K Cements Ltd.

BSE: 532644 Sector: Industrials
NSE: JKCEMENT ISIN Code: INE823G01014
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VOLUME 1115
52-Week high 1465.00
52-Week low 682.00
P/E 20.01
Mkt Cap.(Rs cr) 11,009
Buy Price 1411.00
Buy Qty 2.00
Sell Price 1428.00
Sell Qty 7.00

J K Cements Ltd. (JKCEMENT) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting Company's Twenty Fifth Annual Report andAudited Financial Statements for the year ended 31st March 2019

1 FINANCIAL RESULTS

Rs. Lacs
Particulars 2018-19 2017-18
Gross Turnover 491919.04 470955.40
Profit before depreciation & tax 66793.84 62599.53
Less: Depreciation 19436.50 18626.77
Profit Before Tax 47357.34 43972.76
Tax Expense (Including deferred tax and tax adjustment of earlier years) 14867.80 9785.40
Profit After Tax 32489.54 34187.36
Add: Retained earning at the begining of the year 91463.67 69890.85
Transfer to Debenture Redemption Reserve (87.60) 9.40
Dividend to Equity Shares (including tax thereon) 9315.10 8430
Balance to be carried forward 105672.09 91463.67

2 PERFORMANCE OF THE COMPANY

Your Company's performance during the year under report has overall improved. TheCompany's gross turnover increased by 4.5% to ' 4919.19 Crore during the year compared to' 4709.55 Crore in previous year. Profit before Depreciation and Tax increased to 668Crores compared to ' 626 Crores.

3 PERFORMANCE OF THE SUBSIDIARY/JOINT VENTURE 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 recorded net income of AED 4416725 (equivalent to ' 822.16Lacs) for the year ended 31st December 2018 (Previous year net income of AED 1501.675equivalent to ' 266.26 Lacs)

JK Cement Works (Fujairah) FZC is involved in principal business of manufacturing andsale of white cement in Middle East and GCC market and has recorded a turnover of AED140964721 (Previous year AED 143747087). It recorded a loss of AED 37235407(equivalent to ' 6685.22 Lacs) for the year ended 31st December 2018 {Previous year aloss of AED 30883604 (equivalent to ' 5567.40 Lacs)}

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 is held by JKCement 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 facilitiesrecorded a net profit of ' 3.85 Lacs (previous year loss ' 64.41 Lacs) for the year ended31st March 2019.

JOINT VENTURE

During the year under report Bander Coal Company Private Limited has been liquidated.

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 this Report.Consolidated Financial Statements prepared in accordance with relevant AccountingStandards issued by the Institute of Chartered Accountants of India form part of theAnnual Report and Accounts.

5. DIVIDEND

In terms of Dividend Policy your Directors are pleased to recommend dividend of ' 10per equity share (previous year ' 10 per equity share) of face value of ' 10 eachaggregating to ' 93.15 Crore (Previous Year ' 84.30 Crore) for the financial year ended31st March 2019

6. TRANSFER TO RESERVES

The Company proposes to transfer ' 87.60 Lacs (previous year ' 9.40 Lacs) fromDebenture Redemption Reserve and ' 10000 Lacs ( previous year ' 6000 Lacs) to GeneralReserve during Financial Year 2018-19

7. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March 2019 remained at ' 77.27 Crores.During the period under report your Company has issued 7341001 Nos of Equity Shares toQIBs by way of Qualified Institutional Placement and raised ' 510.79 Crores which yourCompany utilised in terms of Placement Document except for idle surplus funds amounting to' 440.60 Crores not required for immediate gainfully invested in liquid investmentspayable on demand of which ' 255.60 Crores was outstanding as on 31.3.19.

8. FINANCE

During the year under report your Company has availed a sum of ' 130 Crores towardsdisbursement of term loans (previous year no such disbursement). However it repaid '170.74 Crores (previous year ' 241.46 Crore) towards Term Loan and NCD.

9. CREDIT RATING

Inspite of challenging cement industry scenario CARE has reaffirmed your Company'srating as "CARE AA" for long term bank facilities and "CARE A1+" forshort term bank facilities.

10. 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.

11. OPERATIONS Grey Cement

During the year under report production increased by 6.11% at 8.37 Million Tonne(compared to 7.89 Million Tonne last year) and sales increased by 6% at 8.36 Million Tonne(compared to 7.88 Million Tonne last year).

White Cement

Production of White Cement & Wall Putty increased by 7.31% at 12.62 Lac Tonneduring the year compared to 11.76 Lac Tonne last year. Sale was also in tandem withproduction.

12. PROJECTS OF THE COMPANY

Projects undertaken/completed

Your Company's brownfield expansion at Mangrol Chittorgarh Rajasthan with splitgrinding unit in U.P. and Gujrat having total cement production capacity of 4.2 MillionTonne Per Annum at estimated cost outlay of ' 2000 Crores is progressing at rapid pace.

13. PERSONNEL

13.1 Industrial Relations

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

13.2 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 part of the financial yearunder review is annexed separately marked as Annexure - E. However the Annual Reportexcluding the aforesaid information is being sent to all the members of the Companypursuant to proviso to Section 136 of the Companies Act 2013. Any member interested inobtaining such particulars may inspect and/or send the request to the Company at itsRegistered and Corporate Office. None of the employee listed in the said Annexure is arelative of any Director of the Company except Shri Yadupati Singhania Chairman andManaging Director. None of the employee hold (by himself or along with his spouse anddependent 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

Name Designation 2018-19 2017-18 % increase in Remuneration from previous year Ratio to Remuneration
1 Mr.Yadupati Singhania** Chairman & Managing Director (KMP) 186032400 142382400 30.66 % 190:1
2 Mr.Ajay Kumar Saraogi** President (Corporate Affairs)& Chief Financial Officer (KMP) 26070000 22652000 15.09% 27:1
3 Mr.Shambhu Singh Asst. Vice President (Legal) & Company Secretary (KMP) 5335000 4541000 17.49% 5:1

"includes remuneration in AED from foreign subsidiary companies during thecalendar year 2018.

Particulars about other Non Executive Directors.

Remuneration Paid

% increase in Remuneration from previous year

Name Designation 2018-19 2017-18
1 Smt. Sushila Devi Singhania Non Executive Non Independent 1500000 1426000 5.2
2 Shri A. Karati Non Executive Independent 1225000 1200500 2
3 Shri J.N. Godbole Non Executive Independent 1350000 1375875 -
4 Dr. K.B. Agarwal Non Executive Independent 1725000 1651250 4.47
5 Shri K.N. Khandelwal Non Executive Non Independent 1400000 1350750 3.6
6 Shri Raj Kumar Lohia Non Executive Independent 1225000 1250875 -
7 Shri Suparas Bhandari Non Executive Independent 1350000 1325625 2
8 Mr. Paul Heinz Hugentobler Non Executive Non Independent 12060355 11863380 -
9 Mrs. Deepa Gopalan Wadhwa Non Executive Independent 1075000 - -

13.3 Human Resources and Industrial Relations

The Company has a 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.

14. 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 ' 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 2018-19.

In a separate matter CCI imposed penalty of ' 928 lacs vide order dated 19.1.2017 foralleged contravention of provision of Competition Act

2002 by the Company. On Company's appeal NCLAT has stayed the operation of CCI'sorder.

The matter is pending for hearing before NCLAT. Based on Legal opinion the Companybelieves that it has a good case and accordingly no provision has been made in theAudited Annual Report of 2018-19.

Members' attention is drawn to the statement on contingent liabilities in the notesforming part of the Financial Statements.

15. CORPORATE GOVERNANCE

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

16. PUBLIC DEPOSITS

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

17. 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.

18. MITIGATION OF RISK.

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

18A. 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.

19. REMUNERATION POLICY

The Board of Directors and Nomination & Remuneration Committee follows a policyconcerning remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. The Policy also covers criteria for selection and appointment of BoardMembers and Senior Management and their remuneration. The Remuneration Policy is stated inthe Corporate Governance Report.

20. 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 partytransaction made by the Company with Promoters Directors or Key Managerial Personnel etc.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 .

21. 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 judgements relating tothe financial statements are made on a prudent basis so as to reflect a true and fairmanner the form and substance of transactions and reasonably present the Company's stateof affairs profits and cash flows for the year ended 31st March 2019.

Auditors' Report to the shareholders does not contain any qualification in thestandalone or

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 14 above read alongwith notes on accounts.

22. 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 scale andcomplexities 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.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

23.1 In accordance with the provisions of Section 152 of Companies Act 2013 and theCompany's Articles of Association Mr. Paul Heinz Hugentobler ( DIN 00452691) will retireby rotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.

Mrs. Deepa Gopalan Wadhwa (DIN 07862942) Mr. Saurabh Chandra (DIN 02726077) and Mr.Ashok Sinha (DIN 00070477) were appointed as Additional Directors during the year arebeing confirmed/appointed as Non Executive Independent Directors for five consecutiveyears.

Mr. Achintya Karati (DIN 00024412)

Mr. Jayant Narayan Godbole (DIN 00056830) Mr. Suparas Bhandari (DIN 00159637)

Dr. Krishna Behari Agarwal (DIN 00339934) and Mr. Raj Kumar Lohia (DIN 00203659) wereappointed as Non Executive Independent Directors by the Shareholders in the Annual GeneralMeeting held on 26.7.2014 for five consecutive years and now since the said term would beexpiring it is proposed to appoint all of them for another term. All Independent Directorshave given declaration that they meet the criteria of independence as laid down underSection 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 Mrs. Sushila Devi Singhania (DIN 00142549) Dr. K.B.Agarwal(DIN 00339934) and Mr. Kailash Nath Khandelwal (DIN 00037250) are seeking approval fromShareholders in order to continue in the Office w.e.f. 1.4.2019.

The term of Mr. Yadupati Singhania as Chairman and Managing Director would expire on31.3.2020. Approval of Shareholders by way of Special Resolution is being sought foranother term of three years w.e.f. 1.4.2020 as Managing Director.

23.2. Key Managerial Personnel

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

SN Name of the Official Designation
Shri Yadupati Singhania Chairman & Managing Director
Shri Ajay Kumar Saraogi President (Corporate Affairs) & CFO
Shri Shambhu Singh Asst. Vice President (Legal) & Company Secretary

24. MEETINGS OF THE BOARD OF DIRECTORS

During the year 2018-19 five Board Meetings were convened and held the details ofwhich are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

25. 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.

26. 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 2019 and of the statementof Profit and Loss and cash flow of the company for the period ended 31st March 2019;

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.

27. STATUTORY AUDITOR

At the 23rd Annual General Meeting held on 29/07/2017 M/s S.R. Batliboi & Co. LLPChartered Accountants (ICAI Firm Registration No. 301003E/ E300005) were appointed as theStatutory Auditors of the Company to hold office till the conclusion of 28th AnnualGeneral Meeting. As per amended provisions of Companies (Amendment) Act 2017 the Board ofDirectors ratified appointment of M/s S.R. Batliboi & Associates from conclusion of25th Annual General Meeting till 26th Annual General Meeting. The Statutory Auditors haveconsented to the said appointment and confirmed that their appointment if made would bewithin the limits mentioned under Section 143(3)(g) of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014.

28. 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 Cost

Accountants as the Cost Auditors of the company for the Financial Year 2019-20 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 Auditor certifyingtheir independence and arm's length relationship with the company.

The Cost Audit Report for the financial year 2017-18 was filed with Ministry ofCorporate Affairs.

29. 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 2018-19 . The report of theSecretarial Auditor is annexed to this report as Annexure A. The report does not containany qualification.

30. REPORTING OF FRAUD

The Auditors of the company have not reported any fraud as specified under Section143(12) of the Companies Act 2013. Further no case of Fraud has been reported to theManagement from any other sources.

31. 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.

32. 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 sustained basis. The Company assists in running ofSchools at their Cement Plants ITIs and Sir Padampat Singhania University Udaipurimparting value based education to students. Also the Company played a constructive rolein the infrastructural development of surrounding areas.

During the period under report the Company undertook various activities e.g. ArtCulture Community Welfare Drinking Water Sanitation Education Health RuralDevelopment Eradicating Hunger/Poverty. The Annual Report on CSR activities is annexedherewith as Annexure B.

33. STATUTORY INFORMATION

33.1Conservation 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.

33.2 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 available at www.jkcement.com .

33.3 Business Responsibility Reporting

The Business Responsibility Report for the year ended 31st March 2019 as stipulatedunder regulation 34 of the Listing Regulations is annexed as Annexure D and forms part ofthe Annual Report.

33.4 Management Discussion & Analysis (MDA) Statement

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

34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year the Company has transferred a sum of ' 703326/- which representsunclaimed dividend and 27560 Equity Shares which represents unclaimed shares to theInvestor Education and Protection Fund in compliance with provisions of the Companies Act2013.

35. DISCLOSURES UNDER THE COMPANIES ACT 2013 AND LISTING REGULATIONS

35.1 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 and Shri R.K.Lohia as members.

More details on the committee are given in the Corporate Governance Report.

35.2 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 thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment. During the financial year under review the Company has notreceived any complaints of sexual harassment from any of the women employees of theCompany.

36. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme 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 programme also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.

37. 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 colourmarital status and sex.

38. 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 could influence the company's operations include: global anddomestic demand and supply conditions affecting selling prices new capacity additionsavailability of critical materials and their cost changes in government policies and taxlaws economic development of the country and other factors which are material to thebusiness operations of the company.

39. 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 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

Yadupati Singhania

Chairm a n & Managi ng Directo r

Place : Kanpur

Dated : 18th May 2019