The Directors are pleased to present the 77th Annual Report together with the AuditedFinancial Statements of the Company for the financial year ended 31st March 2017.
| || ||Rs in Crore |
| ||2016-17 ||2015-16 |
|Sales & Other Income ||3329.93 ||2987.95 |
|Profit before Interest & Depreciation ||435.22 ||320.62 |
|Profit before Depreciation ||246.57 ||123.93 |
|Profit / (Loss)after Tax ||82.00 ||(6.56) |
|Transfer to / from Debenture || || |
|Redemption Reserve (Net) ||35.00 ||(1.91) |
|Surplus brought forward ||156.17 ||189.14 |
|Amount available for appropriation ||203.17 ||184.49 |
|Appropriations || || |
|- Dividend paid during the year || || |
|(Pertaining to Previous Year) ||3.54 ||28.32 |
|Surplus carried to Balancesheet ||199.63 ||156.17 |
| ||203.17 ||184.49 |
Your Directors are pleased to recommend a dividend of Rs 0.75 per Equity Share of Rs 5each (15%) for the financial year ended 31st March 2017. The Dividend outgo subject toapproval at the ensuing Annual General Meeting will be Rs 10.62 Crores (inclusive ofDividend Distribution Tax of Rs 1.80 Crores).
The performance of the Company during the financial year 2016-17 has been fairlysatisfactory as it has achieved a growth of 9% both in production and sales whichcompares favourably with the industry's overall nil growth during the year. However thecapacity utilization was lower at 79%. The Company's production at Durg plant hassatisfactorily scaled up and registered a growth of 45% even though the market grew onlyby 4% to 5% in the Eastern States.
The Company has further enhanced its capabilities and optimized its efficiencies duringthe year and therefore continued to remain in the league of one of the least costproducers of cement in the country. These improved efficiencies helped the Company tooffset the impact of the rising cost of inputs. The second half of the year saw a steepincrease in costs especially in the cost of fuel. Hike in the cost of pet-coke in turnaffected the cost of both fuel and power. Low demand in our marketing areas especially inthe Northern and Gujarat market led to downward pressure as well as volatility of theprices which prevailed for most part of the year. The first quarter witnessed healthyprices which saw an expected downturn in the second quarter due to the monsoons. Duringthe third quarter the prices normally pick up but this year post demonetisation in themonth of November there was a steep fall in the demand leading to a severe fall in theprices. The Eastern markets has seen its price declining in last 2 years by as much as Rs50-60 a bag in some of the markets despite demand registering better growth than othermarkets mainly as a response to entry of new players including ourselves in the Easternmarkets.
An improvement in the demand was witnessed in most of our markets from middle ofFebruary 2017 leading to some improvement in the pricing. These improvements; however werenot adequate enough to compensate the increase in the cost of input especially cost offuel.
The Company's EBIDTA stood at Rs 435.22 Crores which compares favorably with theEBIDTA of Rs 320.62 Crores in the previous year. Company's net profit stood at Rs 82.00Crores as against a Loss of Rs 6.56 Crores in the previousfiscal.
PROGRESS OF THE PROJECTS & EXPANSIONS
The Split Grinding Unit at Surat was commissioned in October 2016 thereby adding acapacity of 1.35 million MT. At the Durg Cement Plant which was commissioned in March2015 balancing and up-gradation of both the Cement Mills has been completed taking thecement grinding capacity to 2.7 million MT. As a result the Company's cement capacity hasgone up by 26% from 8.65 million MT in the beginning of the year to 10.9 million MT by theend of the scal year 2017. Work on Waste Heat Recovery project at Durg is in full swingand is expected to be commissioned in the 3rd Quarter of 2017. Commissioning of PyroSection at Udaipur Cement Works Ltd Company's subsidiary along with the 6 Kms longoverland Belt Conveyor has been completed and trial commissioning of the Cement Mill hasstarted. With this the integrated capacity of UCWL stands at 1.6 million MT.
With this commissioning Company's overall capacity including that of its subsidiarystands increased to 12.5 million MT from 9.4 million MT as on 31st March 2017.
OUTLOOK FOR INDIAN ECONOMY
During the year the government undertook some notable steps towards curbing of paralleleconomy including demonetization of high value currency on 8th November 2016. In the shortrun this move impacted adversely those sectors of the economy which had certain amount ofcash dependence. Construction happens to be one of them and therefore the consumption ofcement was impacted for about 3 months from November 2016 onwards. The government alsotook the required steps to usher in the much awaited tax reform viz. the uni ed Goods andService Tax (GST). These reforms are bold and bring in greater transparency andaccountability in the economy. Both put together would result in greater compliance oftaxation reforms which would result in greater tax collection and hence eventually higherspending by the government on the infrastructure building of the country. Thus they augurwell for the economy as well as to our industry in the long run.
Various other initiatives of the government like the Digital India or emphasis on theease of doing Business will bring in more and more e-governance and much greater level oftransparency. These initiatives therefore are likely to improve the business and theindustrial climate of the country which combined with the tag of fastest growing economyin the world will attract much higher global investment thereby fuelling further growth ofour economy. The Indian industry therefore can look forward to a much brighter future inthe coming years.
INDUSTRY OVERVIEW - THREAT & OPPORTUNITIES
Cement is amongst those industries which are likely to be in sweet spot for next fewyears as many of government sponsored and funded programs such as Housing for All SmartCities Pradhan Mantri Grameen Sadak Yojna Dedicated Freight Corridors National HighwayDevelopment Program Development of inland water ways Sagarmala and so on are allconstruction intensive and hence would intensify cement consumption as and when themomentum on implementation of these gather steam. Along with many opportunities for thecement industry there are some changing trends that can't be ignored. Today technology ismaking it possible to have higher blending ratios in Cement that in the hands of thecustomer reduce the cement consumption. However it is also an opportunity for the industryto set up more grinding and blending plants near the sources of blending materials andinvest in technologies which can maximize on blending ratios with improvement in cementperformance. The industry on the whole may have the potential of enhancing the existingcement making capacity by at least 10% by leveraging higher blending ratios and higherproportion of blended cement in overall product portfolio.
Similarly cement intensity in construction is also gradually going down because ofincreasing usage of high strength or high performance concrete in many construction sites.For such concrete one needs to add high strength cement but in lesser quantity per cubicmeter of concrete.
We have seen large merger and acquisition taking place in last year and the industry isgradually getting consolidated. We may see some more of it in a next few years which in away is good for the industry in terms of better service and sensible pricing. In last fewyears the industry has suffered on this account as the fragmentation and low demand growthled to industry taking the burden of rising cost on itself with limited ability to pushcost increase to the market. We expect the cost pressure to continue due to rising cost offuel and additives but at the same time are also optimistic that with consolidation anddemand revival the industry shall be able to neutralize the same in terms of better pricerealizations.
HUMAN CAPITAL MANAGEMENT
Continuing with our culture of people-centricity JK Lakshmi Cement Ltd. created somesignificant milestones in the year under report. The Company won globally reputedATD Best Award from Association for Talent Development USA (erstwhileAmerican Society for Training and Development) for its commendable efforts and practicesin building and nurturing talent through multiple interventions including training anddevelopment initiatives. The Company has been ranked at 18th position (Top 20) amongst 36globally present companies which have been bestowed with this prestigious award in theyear 2016. The Company also has been recognized as India's Best Companies to WorkFor 2017: Top 100 and has been also Certified as Great Place to Work.These recognitions are result of relentless efforts in developing our Human Capitalthrough various leadership and talent development initiatives skill building andbehavioral improvement programs through cutting edge training and learning opportunitiescompetency development initiatives including journey through Individual Development PlanExecutive Coaching and Mentoring Programs achieving around 100 man-days of employeeengagement activities Goal Setting Workshops First Work Anniversary Celebrations etc.to name a few in our continued endeavor to create differentiation through highly engagedand productive workforce. Umang' and Wednesday Wonders' were new initiativestaken at our Sirohi Plant for engaging the workforce and their family members with fullparticipation of of cers and management staff. These new initiatives helped us intransitioning our HR practices from one orbit to another.
The contributions of our human capital during the year were demonstrated throughnumerous ef ciency parameters and effectiveness outcomes besides continued accomplishmentsin soft metrics also like motivation satisfaction and engagement scores. In the recentlyconcluded Employee Engagement Survey conducted by Kanter TNS the Company could sustainsuccessfully its crown at TRI*M 92 which is amongst top 10% in the country. The companycontinues to succeed and grow in its endeavors by scaling efficiencies and sustainingcapabilities of its human capital thereby achieving excellence in all areas.
The industrial relations at our plants continued to remain cordial throughout the year.Regular interaction with the union and workers' representatives has improved the overallharmony and work culture.
INTERNAL CONTROL SYSTEM
The Company has in place adequate Internal Control System commensurate with the size& level of operations of the Company and the same were operating effectivelythroughout the year. The Internal Audit Team comprises of an optimal blend of ExternalAuditors & In-house Internal Audit Department which carries-out Internal Audit of itsvarious Plant locations Sales Depots Regional Of ces & Registered Of ce. ThisInternal Audit Department submits its Report on the Ef cacy & Adequacy of InternalControl Systems to the Chairman of Audit Committee of the Board. There are adequate checks& balances in place wherein deviation from the systems laid-out are clearlyidentified and corrective actions are taken in the respective areas wherever required.During the year the Company's Budgetary Control System & MIS were working effectivelyto map the actual performance viz-a-viz Budget for taking corrective actions in the areaswhere deviations were found. Further the Legal Compliance Monitoring Software Tool alsoperformed satisfactorily during the year to monitor & ensure timely compliances of allapplicable statutory requirements.
INTERNAL FINANCIAL CONTROLS
The Company has further strengthened its internal financial control policies andprocedures to make them commensurate with the size and nature of operations of theCompany. This would ensure accuracy and comprehensiveness of the accounting records. Thesame are adequate for safeguarding of its assets and effective towards prevention anddetection of frauds and errors. The policies and procedures are also adequate for orderlyand efficient conduct of business of the Company. The Company has in place specificStandard Operating Practices (SOPs) for its various functional areas. These SOPs areperiodically reviewed by the Internal Audit Team; and exceptions if any are reported.The Company also has a robust management information system for the timely preparation ofreliable financial information. No reportable material weaknesses were observed in thesystem during the previous scal.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return as on 31st March 2017 in the prescribed Form MGT -9 isattached as Annexure A' to this Report and forms a part of it.
RELATED PARTY TRANSACTIONS
During the financial year ended 31st March 2017 all the contracts or arrangements ortransactions entered into by the Company with the Related Parties were in the ordinarycourse of business and on an arms' length basis and were in compliance with the applicableprovisions of the Companies Act 2013 and the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. Further the Company has not entered into any contract orarrangement or transaction with the Related Parties which could be considered material inaccordance with the Policy of the Company on materiality of Related Party Transactions. Inview of the above disclosure in Form AOC-2 is not applicable. The Related PartyTransaction Policy approved by the Board is available on the website of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT
The particulars of loans guarantees or securities and investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the financialstatements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 152 of the Companies Act 2013 Smt. Vinita Singhania retires byrotation and being eligible offers herself for re-appointment at the ensuing AnnualGeneral Meeting (AGM). The Board recommends her re-appointment. All the IndependentDirectors of the Company have given requisite declarations that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and Regulation 16 ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
There has been no change in the Directors and Key Managerial Personnel of the Companyin terms of the provisions of the Companies Act 2013 during the year under review.
CONSERVATION OF ENERGY ETC.
The details as required under Section 134(3)(m) read with the Companies (Accounts)Rules 2014 are annexed to this Report as Annexure B' and forms part of it.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of your Company for the Financial Year 2016-17have been prepared in accordance with the Companies Act 2013 (Act) read withthe Rules made thereunder and applicable Accounting Standards. The Audited consolidatedfinancial statements together with Auditors' Report form part of the Annual Report.
In compliance with Section 129(3) of the Act and Rule 8 of the Companies (Accounts)Rules 2014 a report on the performance and financial position of each of thesubsidiaries and associate included in the consolidated financial statements is presentedin a separate section in the Annual Report. Please refer AOC-1 annexed to the financialstatements in the Annual Report.
Pursuant to the provisions of Section 136 of the Act the financial statementsconsolidated financial statements along with relevant documents and separate auditedaccounts in respect of subsidiaries are available on the website of the Company.
During the financial year 2016-17 Hansdeep Industries & Trading Company Ltd.Company's wholly owned subsidiary has acquired entire Equity Shareholding of Ram KantaProperties Pvt. Ltd. whereby the latter has become a step-down subsidiary of the Company.No other company has become or ceased to be your Company's subsidiary or joint venture orassociate during the said financial year.
Pursuant to the approval of members by means of a Special Resolution at the AnnualGeneral Meeting held on 4th September 2014 the Company has continued to accept depositsfrom the public in accordance with the provisions of the Companies Act 2013 (Act) andthe Rules made thereunder. The Particulars in respect of the deposits covered underChapter V of the said Act for the financial year ended 31st March 2017 are: (a) Acceptedduring the year - Rs 13.33 Crores; (b) Remained unclaimed as at the end of the year - Rs0.21 Crores; (c) Default in repayment of deposits or payment of interest thereon at thebeginning of the year and at the end of the year - Nil and (d) Details of deposits whichare not in compliance with the requirements of Chapter V of the said Act- Nil.
(a) Statutory Auditors and their Report
M/s Lodha & Co. Chartered Accountants were appointed as Statutory Auditors of theCompany for a term of three consecutive years to hold the office from conclusion of the74th Annual General Meeting (AGM) held in the year 2014 till the conclusion of its 77thAGM to be held in the year 2017 being the maximum permissible term. Accordingly pursuantto Section 139 (2) of the Companies Act 2013 they will not be eligible for re-appointmentas the Auditors of the Company at the ensuing AGM.
The Board of Directors places on record its appreciation of the valuable servicesrendered by M/s Lodha & Co. as the Statutory Auditors of the Company. Theobservations of the Auditors in their report on Accounts and the financial statementsread with the relevant notes are self-explanatory.
Subject to the approval of the Members the Board of Directors of the Company hasrecommended the appointment of M/s. S.S. Kothari Mehta & Company CharteredAccountants (Firm Registration Number: 000756N) as the Statutory Auditors of the Companyfor a period of three years commencing from the conclusion of 77th AGM till the conclusionof 80th AGM pursuant to Section 139 of the Companies Act 2013. Requisite Resolutionregarding their appointment is included in the Notice of ensuing AGM for approval by theMembers.
(b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors appointed Shri Namo Narain Agarwal Company Secretary in Practice as SecretarialAuditor to carry out Secretarial Audit of the Company for the financial year 2016-17. TheReport given by him for the said financial year in the prescribed format is annexed tothis Report as Annexure C'. The Secretarial Audit Report does not contain any qualications reservations or adverse remarks.
(c) Cost Auditor and Cost Audit Report
M/s R.J. Goel & Co. Cost Accountants Delhi conducted the Audit of cost recordsof the Company for the financial year ended 31st March 2016 and as required Cost AuditReport was duly led with Ministry of Corporate Affairs Government of India. The Audit ofthe Cost Accounts of the Company for the financial year ended 31st March 2017 is beingconducted by the said firm and the Report will be led.
CORPORATE SOCIAL RESPONSIBILITY
Serving the society towards improving the quality of life of the community at large hasalways been a priority of the Company. The concept of Corporate Social Responsibility(CSR) has been textured into our corporate DNA right from the initial years of the Companyand till date we have pioneered various CSR initiatives.
The Company works towards overall development and welfare of the society by focusing onareas such as Health Sanitation Education Skill Development and LivelihoodInterventions to name a few. The Company has undertaken a plethora of activities forempowering women especially tribal women in the areas of Adult Literacy formation ofSelf- Help Groups for income generation by imparting them trainings on various trades.
The Company has a requisite CSR Policy in accordance with the provisions of theCompanies Act 2013 and rules made thereunder. The contents of the CSR Policy are disclosedon the website of the Company. The Annual Report on the CSR activities undertaken by theCompany during the financial year under review in the prescribed format is annexed tothis Report as Annexure D.'
PARTICULARS OF REMUNERATION
Disclosure of the ratio of the remuneration of each director to the median employee'sremuneration and other requisite details pursuant to Section 197(12) of the Companies Act2013 (Act) read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended is annexed to this Report as AnnexureE'. Further Particulars of Employees pursuant to Rule 5(2) & (3) of the aboveRules form part of this Report. However in terms of provisions of Section 136 of thesaid Act the Report and Accounts are being sent to all the members of the Company andothers entitled thereto excluding the said particulars of employees. The said informationis available for inspection at the Registered Office of the Company during business hourson working days of the Company upto the ensuing AGM. Any member interested in obtainingsuch particulars may write to the Company Secretary.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
CCI's order on complaint led by Director Supplies & Disposals State of Haryanain 2013 On the basis of a complaint led in 2013 by the Director Supplies & DisposalsState of Haryana the Competition Commission of India (CCI) vide its order dated 19thJanuary 2017 imposed penalty on seven cement manufacturers including our Company. ThePenalty amounted to Rs 6.55 Crores for the Company. The Company has led an appeal beforethe Competition Apellate Tribunal (COMPAT) against the CCI Order and a stay has beengranted. The penalty amount has been shown as contingent liability in the Notes to theAccounts.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there was no change in the nature of business.
SUSTAINABILITY & BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations & DisclosuresRequirements) Regulations 2015 the Sustainability & Business Responsibility Reportof the Company for the Financial Year 2016-17 ended 31st March 2017 in the prescribedformat giving an overview of the initiatives taken by the Company from an environmentalsocial and governance perspective is given in a separate section of the Annual Report andforms a part of it.
The Company's first Sustainability Report covering financial years 2014-15 & 2015-16 based on the Global Reporting Initiatives G4 framework including all aspects of oursustainability activities is also being published. The said Report will be put on theCompany's website at www.jklakshmicement.com.
Your Company reaf rms its commitment to the highest standards of corporate governancepractices. Pursuant to Regulation 34 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 a Management Discussion and Analysis CorporateGovernance Report and Auditors Certi cate regarding compliance of conditions of CorporateGovernance are made a part of this Report. The Corporate Governance Report also covers thefollowing:
(a) Particulars of the four Board Meetings held during the financial year under review.
(b) Policy on Nomination and Remuneration of Directors Key Managerial Personnel andSenior Management including inter alia the criteria for performance evaluation ofDirectors.
(c) The manner in which formal annual evaluation has been made by the Board of its ownperformance and that of its Committees and individual Directors.
(d) The details with respect to composition of Audit Committee and establishment ofVigil Mechanism.
(e) Details regarding Risk Management. (f) Dividend Distribution Policy.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act 2013 your Directors statethat:-
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the accounting policies have been selected and applied consistently and judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit andloss of the Company for that period;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the said Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis; (e) the internalfinancial controls to be followed by the Company have been laid down and that suchinternal financial controls are adequate and were operating effectively; and
(f) The proper systems to ensure compliance with the provisions of all applicable lawshave been devised and that such systems were adequate and operating effectively.
Your Directors wish to place on record their appreciation for the continued Support andcooperation received from Government Authorities various Financial Institutions/Banksand Business Associates. Your Directors also thank the Suppliers Dealers our valuedcustomers and the esteemed Shareholders for their trust and patronage. Your Directors alsorecord their appreciation for the dedication and hard work put in by Team-JKLakshmi which has enabled the Company to continue its growth journey in thesechallenging times.
The Directors' Report & Management Discussion and Analysis contains forward-lookingstatements which may be identified by the use of words in that direction or connotingthe same. All statements that address expectations or projections about the futureincluding but not limited to statements about your Company's strategy for growth productdevelopment market positions expenditures and financial results are forward lookingstatements.
Your Company's actual results performance & achievements could thus differmaterially from those projected in such forward looking statements. The Company assumes noresponsibility to publicly amend modify or revise any forward-looking statements on thebasis of any subsequent development information or events.
| ||On behalf of the Board of Directors |
|Place: New Delhi ||Bharat Hari Singhania |
|Date: 17th May 2017 ||Chairman & Managing Director |
ANNEXURE B' TO DIRECTORS' REPORT
Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo required under the Companies (Accounts) Rules 2014.
A. Conservation Of Energy
(I) Steps Taken for Conservation of Energy:-
Energy conservation dictates how efficiently a Company can conduct its operations.Energy conservation has always been in the top priority of JKLC and has recognised theimportance of energy conservation in decreasing the harmful effects of Global Warming andClimate Change.
Major energy conservation initiatives/steps taken:-
1. Installation of Damper in Cement Mill no. 2 chimney to increase the recirculationair resulted into power saving of CA Fan.
2. Modi cation of Feed Belt in Pre-Crusher circuit resulted into removal of Elevatorresulting in power saving of 20 KW/hour.
3. Modi cation in Feeding Circuit of Raw Mill resulting into removal of conveyor beltresulted into power saving of 20KW/hour.
4. Optimization of Dam-ring height resulted into saving of table power.
5. Kiln inlet riser duct modi cation in kiln-1 resulting in Saving of Power.
6. Remove on Slurry Tank from operation in AAC Plant.
7. Modi cation in AAC Boiler by adding Secondary Combustion Chamber in AAC Plant.
8. Modi cation in Raw Mill feeding circuit for reduction in false air by 4%.
9. Raw Mill & Coal Mill capacity optimization.
10. Modi cation of Dampers of Preheater ID fan Cooler fans ESP fan.
(II) Steps taken by the Company for utilising alternate sources of energy:-
1. Installation of 37 KW roof top Solar System at Guest House for generation of 60000units per year.
2. Replaced around 5 % of total energy from Fly ash of own power plant Biomass RDFpluff and pulp waste.
3. Setting-up of 7 MW WHR Power Plant at Chhattisgarh Plant.
(III) The Capital Investment on energy conservation equipment:-
During the year the Company has made capital investment of 12.92 crores on equipmentor various capital schemes for conserving the energy resources. These investments haveresulted in saving of 8.38 crores during 2016-17.
B. Technology Absorption
(I) The efforts made towards technology absorption :-
1. Installation of MFTR in Kiln 1 and Kiln 2 to reduce dust emission.
2. Installation of CEMS in Kiln 1 Kiln 3 and CPP.
3. Pressure drop optimization through CFD at Raw mill cyclone.
4. Modi cation in TA duct by introducing a Bypass duct.
(II) The benefits derived like product improvement cost reduction product developmentor import substitution :-
1. In-house manufacturing of Vacuum Cleaner in Packing Plant for better housekeeping.
2. Modi cation of Rocker Arm by providing two bearings extra resulted into reduction ofbreakdowns.
3. Optimization of Coal Vertical Mill for Indian coal as well as for Pet coke.
4. Extension of LS Reclaimer facilitates stacking and reclaiming of extra Lime Stonethus providing better homogeneity / quality.
5. Up-gradation of hammers of Pre Crusher before Cement mill with better metallurgyresulting in longer life and therefore availability.
6. Slag VRM optimization for grinding in all three products OPC PPC and PSC.
(III) In case of imported technology (imported during the last three years reckonedfrom the beginning of financial year) :-
a. The Detail of Technology Imported
1. Auto truck loading and bagging b. The Year of Import.
|Particulars ||Year of Import |
|Packing Plant ||2014-15 |
c. Whether the technology has been fully observed :- Yes
d. If not fully observed areas where absorption has not taken place and the reasonthereof :- NA
(IV) The Expenditure incurred on Research and Development :-
|S.No. ||Particulars ||Amount (Rs in Crore) |
|1. ||Capital Expenditure ||- |
|2. ||Revenue Expense ||7.64 |
C. Foreign Exchange Earning and Outgo
|S.No. ||Particulars ||Amount (Rs in Crore) |
|1. ||Foreign Exchange Earned. ||- |
|2. ||Foreign Exchange Used (CIF value of Imports of Fuel Stores & Spares Capital Goods Consultancy Charges Know-How Fee etc.) ||159.99 |
| ||On behalf of the Board of Directors |
|Place: New Delhi ||Bharat Hari Singhania |
|Date: 17 May 2017 ||Chairman & Managing Director |
JK Lakshmi Cement Limited
Jaykaypuram-307019 Basantgarh District Sirohi (Rajasthan)
My report of even date on Secretarial audit for the financial year ended 31st March2017 is to be read along with this letter stating that -
1. Maintenance of secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.
2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theveri cation was done on test basis to ensure that correct facts are re ected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe veri cation of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the ef cacy or effectiveness with which the management has conductedthe affairs of the Company.
| ||Namo Narain Agarwal |
|Place: New Delhi ||Secretarial Auditor |
|Date: 6 May 2017 ||CP No. 3331 FCS No. 234 |
ANNEXURE E' TO DIRECTORS' REPORT
Disclosure pursuant to Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended vide MCA Noti cation dated 30th June 2016 for the FY
2016-17 ended 31st March 2017:
A. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company -
(a) Non-Executive Directors: Shri N. G. Khaitan 1.85; Shri Ravi Jhunjhunwala 1.65 ;Shri Pradeep Dinodia 1.15; Shri Kashi Nath Memani 1.23 Dr. Raghupati Singhania 1.68and Shri B. V. Bhargava 1.17
(b) Executive Directors: Shri Bharat Hari Singhania CMD 65.42; Smt. Vinita SinghaniaVC & MD 72.07; Shri S. K. Wali and Dr. S. Chouksey WTDs 38.55 each.
B. The percentage increase in remuneration of each Director Chief Executive Of cerChief Financial Of cer Company Secretary - The KMPs received normal annual incrementin the Salary. Executive Directors & KMPs - Shri Bharat Hari Singhania CMD 16.71 %;Smt. Vinita Singhania VC & MD 21.79 %; Dr. S. Chouksey and Shri S. K. Wali WTDs12.25 % each; Shri S. A. Bidkar CFO 8.18% and Shri B. K. Daga VP & CS 10.26%.Non-executive Directors - Dr. Raghupati Singhania 205.42%; Shri B. V. Bhargava 111.82%;Shri Kashi Nath Memani 277.08%; Shri Pradeep Dinodia 148.53%; Shri Ravi Jhunjhunwala160.73%; and Shri N. G. Khaitan 121.95%. (The Percentage increase in Remuneration ofNon-executive Directors is high due to payment of Commission of Rs 7.00 Lakh each whichwas not paid in FY 2015-16 due to inadequacy of profit.)
C. The percentage Increase in the median remuneration of employees is 4.51 %. Thenumber of permanent employees on the rolls of Company - 1456.
D. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justi cation thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration - On anaverage employee received an annual increment of 10% with individual increment varyingfrom 0 to 22%. There was an increase of 15.25% in managerial remuneration during thecurrent financial year.
E. We afirm that the remuneration paid during the year 2016-17 is as per the Nominationand Remuneration Policy of the Company.
| ||On behalf of the Board of Directors |
|Place: New Delhi ||Bharat Hari Singhania |
|Date: 17 May 2017 ||Chairman & Managing Director |