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Mangalam Cement Ltd.

BSE: 502157 Sector: Industrials
NSE: MANGLMCEM ISIN Code: INE347A01017
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OPEN 275.00
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VOLUME 2940
52-Week high 339.90
52-Week low 193.00
P/E 14.82
Mkt Cap.(Rs cr) 747
Buy Price 274.70
Buy Qty 47.00
Sell Price 276.75
Sell Qty 47.00
OPEN 275.00
CLOSE 269.40
VOLUME 2940
52-Week high 339.90
52-Week low 193.00
P/E 14.82
Mkt Cap.(Rs cr) 747
Buy Price 274.70
Buy Qty 47.00
Sell Price 276.75
Sell Qty 47.00

Mangalam Cement Ltd. (MANGLMCEM) - Director Report

Company director report

for the year ended 31 st March 2019

Dear Members

The Directors have pleasure in presenting the 43rd Annual Report of the Companytogether with the Audited Accounts for the year ended 31st March 2019. The summarizedFinancial Results are given below:

1. FINANCIAL RESULTS (7 in Lacs)

Current Year ended 31st March. 2019 Previous Year ended 31st March. 2018
Net Sales/ Income from operations 119506.50 111884.48
Operating Profit / (Loss) before interest Depreciation
and Tax and other amortisations ("EBIDTA") 8098.28 11044.22
Less:
Depreciation and Amortisation Expenses 4612.47 4421.11
(Net of transfer from Revaluation Reserve)
Finance Costs 5078.24 4727.28
Tax Expenses (net) (618.71) 757.64
9072.00 9906.03
Net Profit / (Loss) for the year (973.72) 1138.19
Other Comprehensive Income (net of tax) (14.98) (0.38)
Total Comprehensive Income (after tax) (988.70) 1137.81

2. DIVIDEND

We recommend a dividend of Re. 0.50/- (Paisa Fifty Only) per equity share of 710/- eachfor the year ended 31 st March 2019. The total outgo in this respect will be 7160.91/-Lacs including corporate dividend tax.

3. OVERALL PERFORMANCE

The Performance of the Company has been comprehensively covered in the ManagementDiscussion and Analysis which forms a part of Directors' Report.

4. MANAGEMENT DISCUSSION A ANALYSIS

Pursuant to the Regulation 34 (2) (e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms thepart of this Report.

5. RENEWABLE ENERGY

The Company owns 13 Wind Turbines with a total capacity of 13.65 MW. Total Generationfrom all the turbines together during the year was 166.84 lacs Kwh.

6. CAPTIVE THERMAL POWER PLANT

Your Company has a present requirement of 33MW of power and is 100% self-sufficientthrough its own generation. Total generation during the year was 1670.22 lacs Kwh.

7. AMALGAMTION OF MANGALAM TIMBER PROOUCTS LIMITED WITH COMPANY

During the year under review. Company has received request from Mangalam TimberProducts Limited for its Amalgamation with the Company.

Further on the basis of request of Mangalam Timber Products

Limited and recommendation of Audit Committee the Board of Directors of Company at itsmeeting held on 09th March 2019 has given approval for Amalgamation of Mangalam TimberProducts Limited with Mangalam Cement Limited (MCL) subject to the necessary approvals.

8. WASTE HEAT RECOVERY PLANT

The Waste Heat Recovery (WHR) plant of 11 MW capacity is being installed at theexisting factory at Morak Kota and is under active implementation and expected to getcommercial production by end of September 2019.

9. FINANCE

During the period under review the Company has issued Commercial Paper (CP) to thetune of 7 25.00 Crores. The instruments are rated "CARE A1+" by Credit Analysis& Research Ltd. the Credit Rating Agency.

Your Company has also made repayment of term loan of 7 88.57 Crores to the variousbanks.

During the period under review the Company has availed various long term and shortterms credit facilities from various banker from time to time as required.

10. RISK MANAGEMENT

In terms of the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has developed a risk managementpolicy and identified risks and taken appropriate steps for their mitigation for moredetails please refer to the Management Discussion and Analysis set out in this AnnualReport.

11. CREDIT RATINGS

During the year under review CARE Ratings Limited ("CARE") has revised therating for long term facilities/instruments of the Company from CARE AA- (Double A minus)to CARE A+ (Single A plus) which shows the stable outlook.

CARE has also revised its rating for Company's short term facilities from 'CARE AH' (Aone Plus) to CARE A1 (A one) which shows the stable outlook.

Further CARE has revised the its rating for Company's Commercial paper issuance from'CARE AH' (A one Plus) to CARE A1 (A one) which also shows the stable outlook.

12. INSURANCE

Adequate insurance cover has been taken for the properties of the Company includingbuildings plant and machinery and inventories.

13. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 as required under Section 134(3)(a) of theCompanies Act 2013 is set out at Annexure-1 which forms part of this report.

14. DETAILS OF BOARD MEETINGS

The Board of Directors met 7 times in the year 2018-19. The details of the boardmeetings and the attendance of the Directors are provided in the Corporate GovernanceReport.

15. DIRECTORS

In accordance with the provision of Section 152 (6) and pursuant to the Articles ofAssociation of the Company Smt. Vidula Jalan Executive Director of the Company (DIN:01474162) retires by rotation at the ensuing Annual General Meeting and being eligibleoffers herself for re-appointment. The Board recommends her re-appointment. Details of theproposal for her appointment are given in the Notice of the Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under subsection (6) ofSection 149 of the Companies Act 2013 and Regulation 16(l)(b) of SEBI (LODR) 2015.

The details of programmes for familiarisation of independent Directors with theCompany their roles rights responsibility in the Company nature of the industry inwhich the Company operates and other related matters are put on the website of the Companyat the link:

http://www .manqalamcement.com/pdf/familiarisation_programme.pdf

16. RECOMMENDATION OF APPOINTMENT/RE-APPOINTMENT OF INDEPENDENT DIRECTORS:

Shri N. G. Khaitan Smt. Aruna Makhan and Shri Gaurav Goel Independent Directors ofthe Company have been appointed by the shareholders at the 38th Annual General Meetingheld on 13th September 2014 for a term of five years from the conclusion of 38th AnnualGeneral Meeting till the Conclusion of 43rd Annual General Meeting.

Shri N. G. Khaitan Smt. Aruna Makhan and Shri Gaurav Goel upon completion of theirfirst term of appointment as independent Directors during the current year are eligiblefor re-appointment for another term of five consecutive years subject to approval of theMembers by special resolution. The said Directors have given their consent forre-appointment and have confirmed that they still retain their status as IndependentDirectors and that they do not suffer from any disqualifications for appointment. Theproposal for their reappointment is based on the evaluation of their performance carriedout by the Board other than the persons evaluated. The Company has received notices fromMembers under Section 160 of the Act proposing their candidature for reappointment asDirectors and the Nomination and Remuneration Committee and also the Board of Directors

have recommended their re-appointment. Approval of the Members by special resolutionsfor appointing the aforesaid persons as Independent Directors for a further term of five ]consecutive years has been sought in the Notice convening — the Annual GeneralMeeting of the Company. (Please refer to Item Nos. 0405 and 06 of the Notice).

Further Company has received notice from a member under section 160 of the Actproposing the candidature for appointment of Shri K. C. Jain as Director of the Companyand the Nomination and Remuneration Committee and also the Board of Directors hasrecommended his appointment as an Independent Director of the Company. Approval of theMembers by special resolution for appointing him as an Independent Director for a term offive consecutive years has been sought in the Notice convening the Annual General Meetingof the Company. (Please refer to Item No. 07 of the Notice).

Detailed profiles of the above named persons setting out their accomplishments areappended to the Explanatory Statement accompanying the Notice for the Annual GeneralMeeting.

17. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on 31st March 2019 and state that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act

2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

18. KEY MANAGERIAL PERSONNEL

The following employees were the Key Managerial Personnel of the Company during theyear under review:

(i) Smt. Vidula Jalan Executive Director

(ii) Shri Anshuman Vikram Jalan Executive Director

(iii) Shri Yaswant Mishra President (Corporate) & CFO

(iv) Shri Swadesh Agrawal Asst. Vice President & Company Secretary*

(v) Shri Manoj Kumar GM(Legal) & Company Secretary** •ceased w.e.f.30.06.2018

••appointed w.e.f. 22.12.2018

During the year under review Shri Swadesh Agrawal ceased as Company Secretary w.e.f.30.06.2018 and Shri Manoj Kumar was appointed as Company Secretary w.e.f. 22.12.2018.

19. REMUNERATION TO DIRECTORS It KEY MANAGERIAL PERSONNEL

(i) The Ratio of the remuneration of each Director to the median remuneration ofemployees of the Company for the year ended 31 st March 2019 are:-

Sr Name of Director/CEO/CFO/ No. Company Secretary Designation Ratio of remuneration to median remuneration of the Employee of the Company Percentage increase in the remuneration for the Financial Year 2018-19
1 Smt. Aruna Makhan Independent and Non-Executive Director 1.33 -28%
2 Shri N. G. Khaitan Independent and Non-Executive Director 0.96 -31%
3 Shri Gaurav Goel Independent and Non-Executive Director 0.78 -48%
4 Shri K. C. Jain Non-Executive Director 0.82 -42%
5 Smt. Vidula Jalan Executive Director 25.61 -12%
6 Shri Anshuman Vikram Jalan Executive Director 33.54 4%
7 Shri Yaswant Mishra President (Corporate) & CFO NA 4%
8 Shri Swadesh Agrawal Asst. Vice President & Company Secretary NA NA
9 Shri Manoj Kumar Company Secretary NA NA

Median remuneration of the Employees of the Company during the financial year: ? 4.88lacs.

(ii) Percentage increase in the median remuneration of employees in the financial year2018-19 is 7.60 %.

(iii) There are 1099 Permanent Employees on the rolls as on 31st March 2019 of theCompany.

(iv) Explanation w.r.t average increase in remuneration and Company's performance:

Net Profit/ (Loss) for the financial year ended March 312019 was 7 (973.72) lacs ascompared to 71138.19 lacs in the previous year. The increase in median remuneration was7.60%

(v) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company: The total remuneration of Key Managerial Personnel (KMP)decreased by 3.20%. Net Profit/(Loss) was 7 (973.72) lacs as compared to 7 1138.19 lacs inthe previous year.

(vi) Variations in the market Capitalization of the Company and PE Ratio

a. The market capitalization as on 31st March 2019 was 7 71539.33 lacs. (? 82857 lacsas on 31st March 2018).

b. Price Earnings ratio of the Company as at 31st March 2019 : - 73.42 (as at 31stMarch 2018: 72.86)

c. Percent increase over / decrease in the market quotations of the shares of thecompany as compared to the rate at which the company came

out with the last public offer in the year The company has not made any public issue orrights issue of securities in the recent past so comparison have not been made of currentshare price with public offer price. The Company's shares are listed on BSE Ltd. andNational Stock Exchanges of India Ltd.

(vii) Average Percentile increase in the Salaries of the Employees other thanManagerial Personnel in financial year 2018-19 is 3.43% as compared to 3.20% decrease inthe Managerial Remuneration for the same period due to increase in wages by Cement wageboard.

(viii) Key Parameters for any variable component of remuneration availed by theDirectors are considered by the Board of Directors based on the performance of theCompany recommendations of the Nomination and Remuneration Committee as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.

(ix) The ratio of the remuneration of the highest paid Director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year is 0.59.

(x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated a CSR Policy pursuant to the Section 135 of the CompaniesAct 2013 and rules framed thereunder. The policy is framed for undertaking activities asmay be found beneficial for upliftment of social environment and economic development forthe weaker section preferring local near to the factory site.

Pursuant to Section 135 (4) and Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 a report on CSR containing particulars in thespecified format is attached at Annexure-2.

The Composition of the Corporate Social Responsibility Committee (CSR) is as under

Name of the Member Category
Smt. Vidula Jalan Chairperson Executive Director
Shri A. V. Jalan Executive Director
Shri Gaurav Goel Independent & Non Executive Director

The Corporate Social Responsibility (CSR) Policy as approved by the Board is uploadedon the Company's website at the web link: http://www.mangalamcement.com/pdf/policy/corporate_social_responsibility_policy.pdf

21. AUOrTORS'REPORT

The Auditors' Report to the shareholders does not contain any qualificationreservation or adverse remark.

22. STATUTORY AUDITORS

M/s. Singhi & Co. Chartered Accountant (Firm Registration Number 302049E) whoare Statutory Auditors of the Company were appointed as the Statutory Auditors for a termof 5 years at the 41 st Annual General Meeting of the Company and their term shall expireat the 46th Annual General Meeting of the Company.

23. COST AUDITOR AND COST AUDIT REPORT

In terms of the provisions of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 the Board of Directors of your Companyhave on the recommendation of the Audit Committee appointed M/s. J. K. Kabra & Co.Cost Accountants New Delhi as the Cost Auditors to conduct the cost audit of yourCompany for the Financial Year 2019-20. The Company has recommended their remuneration toshareholders for their ratification at the ensuing Annual General Meeting.

Your Company has maintained cost audit records pursuant to section 148 of the CompaniesAct 2013 read with The Companies (Cost Records and Audit) Rules 2014 in respect of themanufacturing activities are required. The cost audit report for the financial year2017-18 was filed with the Ministry of Corporate Affairs on 13th September 2018.TheReport does not contain any qualification reservation or adverse remark.

24. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of _ Managerial Personnel) Rules 2014 Company had appointed M/s. P. Pincha& Associates Company Secretaries Jaipur as Secretarial Auditor of the Company forthe Year 2018-19.

The Secretarial Audit Report for the financial year 2018-19 forms part of this reportas Annexure - 3. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

The Board has re-appointed Mr. Pradeep Pincha of M/s P Pincha & AssociatesPracticing Company Secretary as Secretarial Auditor of the Company for the financial year2019-20.

25. LOANS. GUARANTEES OR INVESTMENT

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes forming part of the financialstatements.

26. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions are entered into at arm's length in the ordinarycourse of business and are in compliance with the applicable provisions of the Act and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. There are nomaterial significant related party transactions made by the Company with PromotersDirectors or Key Managerial Personnel etc. which may have a potential conflict with theinterests of the Company.

The Related Party Transaction Policy as approved by the Board is uploaded on theCompany's website at the web link: http://www . mangalamcement.com/pdf/policy/related_party_transaction_policy.pdf

27. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedthe name and other particulars of employees are to be set out in the Directors' Report asan addendum or annexure thereto.

However in line with the provisions of Section 136(1) of the Companies Act 2013 theReport and Accounts as set out therein are being sent to all Members of your Company andothers entitled thereto excluding the aforesaid information about the employees. AnyMember who is interested in obtaining these particulars may write to the Company Secretaryat the Registered Office of the Company.The aforesaid Annexure is also available forinspection by the Members at the Registered Office of the Company 21 days before the 43rdAnnual General Meeting and up to the date of the said Annual General Meeting during thebusiness hours on working days.

28. ANNUAL RETURN

The Annual Return of the Company has been placed on the t website of the Company andcan be accessed at http://www.mangalamcement.com/other.php

29. COMPLIANCE WITH SECRETARIAL STANDAREDS

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (SSIand SS2)respectively relating to Meetings of the Board and its Committees and General Meetingwhich have mandatory application.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement containing the information required by Section 134{3)(m) of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 is set out in the statement atAnnexure-4 hereto and forms part of this Report.

31. CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good Corporate Governancepractices. During the year under review your Company was in compliance with theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015relating to Corporate Governance.

A report on Corporate Governance is enclosed at Annexure-5 hereto and forms part ofthis Annual Report. The Auditors certificate on compliance with the provision of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 relating to CorporateGovernance is annexed to the Report on Corporate Governance.

32. COMPOSITION OF AUDIT COMMITTEE

In line with the provisions of Section 177 (8) of the Companies Act 2013 thecomposition of the Committee is as below:

Name of Member Category
Shri N. G. Khaitan Independent & Non-
Chairman Executive Director
Smt. Aruna Makhan Independent & Non Executive Director
Shri Gaurav Goel Independent & Non Executive Director
Shri K. C. Jain Non-Executive Director

The recommendation of Audit Committee as and when made to Board have been approved byit.

33. VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the Company's code of conduct or ethics policy. Themechanism under the policy has been appropriately communicated within the organization.The Whistle Blower Policy is available on the website of the Company.

34. PERFORMANCE EVALUATION

The Board has carried out an evaluation of its own performance and that of theindividual Directors as well as of its Committees. The evaluation criteria inter-aliacovered various aspects of the Board's functioning including its composition executionand performance of specific duties obligations and governance. A structuredquestionnaire each in line with the circular issued by SEBI for evaluation of the Boardits various Committees and individual Directors was prepared and recommended to the Boardby the Nomination & Remuneration Committee for doing the required evaluation aftertaking into consideration the inputs received from the Directors covering various aspectsof the Board's functioning such as adequacy of the composition of the Board and itsCommittees execution and performance of specific duties obligations and governance etc.

The performance of individual directors was evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders time devoted etc. The performance evaluation ofthe Independent Directors was carried out by the entire Board excluding the Directorbeing evaluated. Independent Directors fulfil the criteria of independence and they areindependent of management.The Directors expressed their satisfaction with the evaluationprocess.

The Independent Directors met on 07th February 2019 to review the performanceevaluation of the Non - Independent Directors and the entire Board of Directors. TheIndependent Directors are well satisfied with the functioning of the Board its variouscommittees and of the performance of the other Non-Executive and Executive Directors.

35. KEY PARAMETERS FOR APPOINTMENT OF DIRECTORS 8 KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee has formulated a detailed policy forappointment of directors key managerial personnel and senior management personnel whichis designed to attract motivate and retain best talent.

This policy applies to directors senior management including its Key ManagerialPersonnel (KMP) and other employees of the Company. The compensation strategy revolvesaround getting the "best talent in the market". The remuneration of theExecutive Directors and KMPs including the senior management personnel of the Company isrecommended by the Nomination and Remuneration Committee based on the Company'sremuneration structure taking into account factors such as level of experiencequalification and suitability. The Company generally pays remuneration by way of salaryperquisites and allowances (fixed component) incentive remuneration and/or commission(variable components).

Remuneration by way of commission to the Non-Executive Directors is decided by theBoard as permitted by the Companies Act 2013 in line with the approval granted byshareholders.

36. NOMINATION AND REMUNERATION POLICY

The Company has in place a formal Nomination and Remuneration Policy formulated as perthe provisions of Section 178(3) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The extract of the policy is attached atAnnexure-6 to this Report. Further the above said policy is available at website of theCompany at http://www.mangalamcement.com/pdf/ policy/nomination_remuneration_policy.pdf

37. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control systems commensurate withthe size and complexity of its operations to ensure proper recording of financial andmonitoring of operational effectiveness and compliance of various regulatory and statutoryrequirements.

38. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

During the year under review the Company has not received any compliant under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.The Company under the said Act has constituted Internal Complaint Committee forcomplaints.

39. ENVIRONMENT. HEALTH AND SAFETY

Environment Health and Safety (EHS) is one of the primary focus areas for yourCompany. Your Company's EHS policy is to consider compliance to statutory EHS requirementsas the minimum performance standard and is committed to go beyond and adopt stricterstandards wherever appropriate.

Your Company have planted over 8927 saplings to ensure a dense green belt around theplant and mine areas. Company encourage its employees and their families to activelyparticipate in our plantation drives.

Your Company conducted regular health camps to monitor the health of farmers andeducate them about disease prevention and care. Company also provided financial assistanceto several hospitals and also adopted CHC Morak under a scheme of the Government ofRajasthan and assisted its maintenance and refurbishment. Your Company organisedhealthcare camps for specially-abled people. A team of specialised doctors incollaboration with the Government of Rajasthan made the event successful.

Activities No. of Patient(s)
OPD 12183
Periodic Health Check Up 868
Pulse Polio Drive 444
Audiometry 106

In your Company safety is of utmost importance and a culture of safety is brought innot just for the Company's staff but also for contract workers raw material suppliers andtransporters etc. through training programs /communications.

40. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 1357536/- during the financial year 2018-19to the Investor Education and Protection Fund established by the Central Government incompliance with section 125 of the Companies Act 2013. The said amount representsunclaimed dividends which were lying with the Company for a period of 7 years from theirrespective due dates of payment. Prior to transferring the aforesaid sum the Company hassent reminders to the shareholders for submitting their claims for unclaimed dividend.

Further in terms of Section 125(6) of the Companies Act

New Delhi 11th May 2019

2013 read with Investor Education and Protection Fund (IEPF) Authority (AccountingAudit Transfer and Refund) Rules the Company has transferred 12060 equity shares inrespect of which dividends have remained unclaimed for a period of seven consecutive yearsto the IEPF Account established by the Central Government.

41. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from the public within themeaning of section 2(31) and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 during the year and as such no amount of principalor interest on deposit was outstanding as of the balance sheet date.

42. CASH FLOW ANALYSIS

In conformity with the provision of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a cash flow statement for the financial year ended 31 stMarch 2019 forms part of the audited accounts.

43. AWARDS

Your Directors are pleased to inform that the Company has received the following awardsduring the year 2018-19;

• National Safety Award-2018 of IV category in the group "D' Cement Steel& Engineering factories. This Award was given in recognition for developing &implementing effective management systems and procedures and achieving good performance inOccupational Safety & Health for the assessment period of three years 2015 2016 &2017.

• 1st Price in Best Employer Award-2017 from Ministry of Industry Government ofRajasthan.

• Certificate of Excellence- Silver Award in category of Cement in SEEM NationalEnergy Management Awards 2017. This award was given by Society of Engineers and EnergyManagers (SEEM) for recognition of best Energy Management plant in cement category.

• First price in activities of Afforestation received on 01 st December 2018 in29th Mines Environment and Mineral Conservation Week 2018-19

• Third price in activities of Sustainable Development received on 01st December2018 in 29th Mines Environment and Mineral Conservation Week 2018-19

44. ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.

Your Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.

Anina Makhan Director

N G Khaitan Director

Gaurav Goel Director

K C Jain Director

Vidula Jalan Executive Director

A V Jalan Executive Director