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Orient Cement Ltd.

BSE: 535754 Sector: Industrials
NSE: ORIENTCEM ISIN Code: INE876N01018
BSE 00:00 | 18 Jun 135.05 -1.70
(-1.24%)
OPEN

137.00

HIGH

138.80

LOW

126.95

NSE 00:00 | 18 Jun 135.35 -1.45
(-1.06%)
OPEN

138.00

HIGH

138.95

LOW

126.65

OPEN 137.00
PREVIOUS CLOSE 136.75
VOLUME 85138
52-Week high 149.00
52-Week low 54.40
P/E 12.92
Mkt Cap.(Rs cr) 2,767
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 137.00
CLOSE 136.75
VOLUME 85138
52-Week high 149.00
52-Week low 54.40
P/E 12.92
Mkt Cap.(Rs cr) 2,767
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Orient Cement Ltd. (ORIENTCEM) - Director Report

Company director report

Your directors are pleased to present the 9th Annual Report on the businessand operations of the Company along with the audited financial statements for thefinancial year ended March 31 2020.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31 2020 issummarised below:

(Rs in Crore)

Particulars 2019-20 2018-19
Revenue from Operations 2421.80 2522.17
Earnings before interest depreciation amortisation & taxation 400.59 326.01
Interest / finance costs 122.32 118.50
Profit before depreciation and taxation 278.27 207.51
Depreciation and amortization expenses 140.87 132.72
Profit before taxation 137.40 74.79
Taxation 50.81 27.24
Net profit 86.59 47.55
Transferred from Employee Stock Options Outstanding 1.83 -
Profit brought forward from last year 307.68 279.35
Profit available for appropriations 396.10 326.90
Appropriations
Other Comprehensive Income (1.94) (0.69)
Dividend on equity shares 15.37 15.37
Corporate dividend tax 3.16 3.16
Balance carried to balance sheet 375.63 307.68
EPS 4.23 2.32

BUSINESS AND FINANCIAL PERFORMANCE

Financial Year 2019-20 was a challenging year for the cement industry. The industryexperienced a degrowth of 1% vs a 12% growth last year. The degrowth in the Company'srelevant markets were much higher impacted by State Government elections in Maharashtraextended monsoon and lower investments in irrigation projects by the State Governments.The lockdown imposed by the Government towards the end of March 2020 in the wake of COVID19 pandemic further impacted volumes and top line. Despite these challenges the Companyhas managed to limit the impact on sales and achieve higher profitability.

A focus on premiumisation strategies adopted by the Company improved fuel mixeffective cost control measures both on fixed and variable costs and better cement pricerealisation during the year has contributed to improved profitability.

The key business and financial highlights of your Company are as under:

• Total sales volume for the year stood at 58 lac tons against 64 lac tons inFY19 a degrowth of around 9%.

• We continue to focus on PPC cement production in line with your Company'scommitment to environmental sustainability. Total PPC sale was 57% for the year.

• Net Sales realization for the year was Rs 4167 per ton as against Rs 3925during last year.

• The overall capacity utilization stood at 73% for the year.

• Despite the decline in sales volume EBITDA for the year was Rs 400.59 crore asagainst Rs 326.01 crore during last year a ~23% increase.

• Net profit for the year Rs 86.59 crore as compared to Net profit Rs 47.55 croreduring last year an increase of ~82%.

The Company is actively pursuing digitisation and data-analytics initiatives acrossoperations to further strengthen performance and drive monetization of efficiencyimprovements.

DIVIDEND

Your Directors are pleased to recommend a final dividend amounting to Rs 0.75/- (75%)per equity share of face value of Rs1 /- each for the year ended March 31 2020 subjectto approval of shareholders at the forthcoming Annual General Meeting of the Company asagainst dividend of Rs 0.75/- (75%) per equity share paid in the immediately precedingyear.

The Register of Members and Share Transfer Books of the Company will remain closed fromSaturday July 25 2020 to Friday July 31 2020 both days inclusive for determining theentitlement of the shareholders to the final dividend for financial year 2019-20.

BOARD OF DIRECTORS ITS COMMITTEES AND MEETINGS THEREOF

The Company has a professional Board with an optimum combination of executivenon-executive and independent directors (including two women directors one of whom isindependent) who bring to the table the right mix of knowledge skills and expertise. TheBoard provides strategic guidance and direction to the Company in achieving its businessobjectives and protecting the interest of the stakeholders. The Board is also supported byfive Committees of Directors viz. the Audit Committee the Nomination & Remunerationcum Compensation Committee the Corporate Social Responsibility Committee theStakeholders' Relationship Committee and the Risk Management Committee.

One meeting of the Board of Directors is held in each quarter. Additional meetings ofthe Board/Committees are convened as may be necessary for the proper management of thebusiness operations of the Company. A separate meeting of independent directors is alsoheld at least once in a calendar year to review the performance of non-independentdirectors the Board as a whole and the Chairman.

During the financial year ended March 31 2020 the Board of Directors met 5 (five)times viz. on April 29 2019 July 29 2019 October 21 2019 January 29 2020 and

March 23 2020. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

A detailed update on the Board and its Committees' composition number of meetings heldduring the financial year 2019-20 and attendance of the directors at these meetings isprovided in the Report on Corporate Governance.

CHANGES IN DIRECTORS

In terms of the provisions of section 152 of the Companies Act 2013 and in terms ofthe Articles of Association of the Company Mrs. Amita Birla (DIN 00837718) anon-executive director of the Company is liable to retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offers herself forre-appointment. The Board of Directors recommends the resolution for re-appointment ofMrs. Amita Birla for the approval of the members of the Company at the ensuing AnnualGeneral Meeting.

During the year 2019-20 on the recommendation of the Nomination & Remuneration cumCompensation Committee the Board of Directors in their meeting held on March 23 2020approved the re-appointment of Mr. Desh Deepak Khetrapal (DIN 02362633) as the ManagingDirector & CEO of the Company w.e.f. April 1 2020 for a period of 2 (two) yearssubject to approval of shareholders at the forthcoming Annual General Meeting. Theresolution seeking consideration of Mr. Khetrapal's re-appointment and payment ofremuneration for the financial year 2020-21 has been included in the Notice of the AnnualGeneral Meeting. The Board of Directors recommends the resolution for your approval.

Mr. Swapan Dasgupta was appointed as an Independent Director of the Company with effectfrom August 4 2015 and in terms of the provisions of section 149(10) of the CompaniesAct 2013 his first term of five consecutive years is expiring on August 3 2020. Interms of the provisions of section 149(10) Mr. Swapan Dasgupta is eligible forre-appointment as an Independent Director for another term of five years by passingspecial resolution in this regard. The resolution for re-appointment of Mr. SwapanDasgupta as an Independent Director not liable to retire by rotation has been includedin the Notice of the Annual General Meeting. The Board of Directors recommend theresolution for your approval.

A brief profile and other details relating to the Directors are furnished in the AnnualReport.

None of the directors are disqualified under section 164(2) of the Companies Act 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have declared and confirmed that they meet thecriteria of independence as prescribed under section 149(6) of the Companies Act 2013 andRegulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

KEY MANAGERIAL PERSONNEL

During the year under review Mr. Sushil Gupta Chief Financial Officer (FCA-044924)resigned from the services of the Company with effect from January 29 2020 and Mr.Soumitra Bhattacharyya (FCA- A059004) was appointed as the Chief Financial Officer of theCompany with effect from January 29 2020.

In addition in terms of the provisions of section 203 of the Companies Act 2013 Mr.Desh Deepak Khetrapal - Managing Director & CEO (DIN 02362633) and Mrs. Nidhi Bisaria– Company Secretary (FCS-5634) continue to hold their respective Offices during thefinancial year 2019-20 as Key Managerial Personnel.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a vigil mechanism through a Whistle Blower Policy to dealwith instances of illegal practices unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy.

Adequate safeguards are provided against victimization to those who avail of themechanism. The details of the Whistle Blower Policy are explained in the CorporateGovernance Report. The Whistle Blower Policy is available on Company's website and can beaccessed through the web link: http://orientcement.com/investors/.

AUDIT COMMITTEE

The Company has a duly constituted Audit Committee in line with the provisions of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The primary objective of the Committee is to monitor and provideeffective supervision of the Management's financial reporting process to ensure accurateand timely disclosures with the highest level of transparency integrity and quality offinancial reporting. The Committee met four (4) times during the year. Detailedinformation pertaining to the Audit Committee has been provided in the Report on CorporateGovernance.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company endeavors to have an appropriate mix of executive non-executive andindependent directors so as to have independence on the Board and separate its functionof governance from that of management. The selection and appointments on the Board of theCompany are done on the recommendations of the Nomination & Remuneration cumCompensation Committee. The appointments are based on meritocracy and the candidates areconsidered against objective criteria having due regard to the benefits of diversity onthe Board. While evaluating the candidature of an independent director the Committeeabides by the criteria for determining independence as stipulated under the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Incase of re-appointment of directors the Board takes into consideration the results of theperformance evaluation of the directors.

The copy of the Nomination & Remuneration Policy for Directors KMPs and SeniorManagement is attached as Annexure ‘I' to the Corporate Governance Report.

AWARDS AND RECOGNITIONS

In recognition of its constant quest for growth and achievement your Company has beenhonoured and recognised at various forums. The prominent awards are listed below for yourreference:

Devapur Plant:

1) Birla.A1 Premium Cement (PPC) awarded with the ‘GreenPro Certification' by CII- Green Products and Services Council at the 15th Green CemenTech – 2019held in Hyderabad on 30th May 2019.

2) "EXCELLENCE IN ENERGY MANAGEMENT 2019" award as Energy efficiency Unit byCII received at Hyderabad on 18th Sep 2019 during 20th NationalAward function.

3) AWARDS received from Apex India Foundation for 2019 in Cement Sector on 24thSep 2019 at Goa.

- "PLATINUM AWARD" for Energy efficiency

- "PLATINUM AWARD" for Environment Excellence

- "GOLD AWARD" for Occupational Health & Safety

4) SEEM NATIONAL ENERGY MANAGEMENT PLATINUM AWARD - 2019 received from Society ofEnergy Engineers & Managers (SEEM) at New Delhi on 26th Sep 2019.

5) Winner in Cement Sector with "Greentech Safety Award 2019" from GreentechFoundation for outstanding achievements in Safety Management received on 8thDec 2019 at New Delhi.

Chittapur Plant:

1) Unnatha Suraksha Puraskara from National Safety Council Karnataka Chapter on 9thSep 2019.

2) Apex India Occupational Health and Safety Platinum Award on 25th Sep2019

3) Greentech Safety Award on 8th Dec 2019

4) Apex India Environment Excellence Gold Award on 25th Sep 2019.

5) National Energy Management Award from CII on 18th Sep 2019.

6) Apex India Energy efficiency Platinum Award on 25th Sep 2019.

7) SEEM National Energy Management Award on 26th Sep 2019.

8) International Safety Award - RoSPA 2020 Silver Award from "Royal Society forthe prevention of accident" (This will be presented to us on 8th Sep 2020at London UK).

Jalgaon Plant:

1) Green Tech Safety Award - Winner in Cement Sector received from Green TechFoundation New Delhi.

2) "Energy efficient Unit" in 20th National Award for Excellencein Energy Management CII Maharashtra.

STATUTORY AUDITORS

M/s S.R. Batliboi & Co. LLP Chartered Accountants (ICAI Firm Registration Number301003E/ E300005) was appointed as Statutory Auditors of the Company by the shareholdersat the Annual General Meeting held on August 1 2019 to hold Office as Statutory Auditorsfor the balance term of two years from the conclusion of eighth Annual General Meeting ofthe Company held in the year 2019 till the conclusion of tenth Annual General Meeting ofthe Company to be held in the year 2021.

Auditors' Report is self-explanatory and therefore does not require further commentsand explanation.

Further in terms of section 143 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 as amended notifications / circulars issued by theMinistry of Corporate Affairs from time to time no fraud has been reported by theAuditors of the Company where they have reason to believe that an offence involving fraudis being or has been committed against the Company by Officers or employees of theCompany.

COST AUDITORS

In terms of the section 148 of the Companies Act 2013 read with Companies (CostRecords and Audit) Rules 2014 the Company is required to maintain Cost Accountingrecords and get them audited every year. The Board appointed Mr. Somnath Mukherjee CostAccountant (M.No.-F5343) as Cost Auditors of the Company for the financial year 2020-21at a fee of Rs 85000/- (Rupees eighty five thousand only) plus out of pocket expensessubject to the ratification of the said fees by the shareholders at the ensuing AnnualGeneral Meeting.

The Company has received a letter from him to the effect that his re-appointment wouldbe within the limits prescribed under section 141(3)(g) of the Companies Act 2013 andthat he is not disqualified for such re-appointment within the meaning of section 141 ofthe Companies Act 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s Ranjeet Pandey andAssociates Company Secretaries (Registration No. F-5922) were appointed to conduct theSecretarial Audit of the Company for the financial year 2019-20.

The Secretarial Audit Report is annexed to this report as Annexure ‘1'. TheSecretarial Auditor's report is self-explanatory and therefore does not require furthercomments and explanation.

The Board has re-appointed M/s Ranjeet Pandey and Associates Company Secretaries(Registration No. F-5922) as Secretarial Auditor of the Company for the financial year2020-21.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the financial year under review your Company has not given any loan orguarantee made investment and provided security which are covered under the provisions ofsection 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

The Company has adequate procedures for identification and monitoring of related partytransactions. All transactions entered into with related parties during the financial yearwere at arm's length basis. All related party transactions were placed before the AuditCommittee and to the Board for approval wherever required. Prior omnibus approval of theAudit Committee and Board was obtained for the transactions that were of a foreseen andrepetitive nature. These transactions were reviewed by the Audit Committee on a quarterlybasis.

There were no materially significant related party transactions made by the Companywith promoters directors key managerial personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.

For details on related party transactions members may refer to the notes to thefinancial statements. The Policy on related party transactions as approved by the Board isavailable on the Company's website and can be accessed through the web link:http://orientcement.com/investors/.

Particulars of contract or arrangements with related parties referred to in section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed as Annexure‘2' to the Report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year underreview.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee of the Board to review the riskmanagement plan / process of the Company. The Risk Management Committee identifiespotential risks assesses their potential impact and takes timely action to mitigate thesame.

The Company has a Risk Management Policy which has been approved by the Board. The RiskManagement Policy acts as an overarching statement of intent and establishes the guidingprinciples by which key risks are managed across the organization. The Board monitors andreviews periodically the implementation of various aspects of the Risk Management Policythrough a duly constituted Risk Management Committee (RMC). The RMC assists the Board inits oversight of the Company's management of key risks including strategic andoperational risks as well as the guidelines policies and processes for monitoring andmitigating such risks under the aegis of the overall Business Risk Management Framework.

There are no risks identified by the Board which may threaten the existence of theCompany.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

As per the provisions of section 134(5)(e) of the Companies Act 2013 the Directorshave an overall responsibility for ensuring that the Company has implemented robustsystems/ framework of internal financial controls to provide them with reasonableassurance regarding the adequacy and operating effectiveness of controls with regard toreporting operational and compliance risks. To enable the Directors to meet theseresponsibilities the management has devised systems/ frameworks which are operatingwithin the Company. In line with best practice the Audit Committee and Board regularlyreview the internal control system to ensure that it remains effective and fit for thepurpose. Where weaknesses are identified as a result of the reviews new procedures areput in place to strengthen controls and these are in turn reviewed at regular intervals.The systems/ frameworks include proper delegation of authority policies and procedureseffective IT systems aligned to business requirements internal audit framework ethicsframework risk management framework and adequate segregation of duties.

Your Company's management has established and maintained internal financial controlsbased on the internal control over financial reporting criteria established in theintegrated framework issued by the Committee of Sponsoring Organisations of the TreadwayCommission (2013 Framework) (the COSO criteria) which considers the essential componentsof internal control stated in the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting issued by the Institute of Chartered Accountants of India. Basedon information provided nothing has come to the attention of Directors to indicate thatany material breakdown in the function of these controls procedures or systems occurredduring the year under review.

The Internal Auditor of the Company reports functionally to Audit Committee of Boardwhich reviews and approves risk based annual internal audit plan. Audit Committeeperiodically reviews the performance of internal audit function.

CORPORATE SOCIAL RESPONSIBILITY

The basic concept of Company's CSR is to serve the interest of society in a just andequitable manner along with taking the responsibility for the impact of businessactivities on various stakeholders in all aspects of Company's operations. Your Companyhas been taking several initiatives under Corporate Social Responsibility (‘CSR') forthe society at large well before it was prescribed through the Companies Act 2013.

The Board has constituted a CSR Committee and has a well-defined Policy on CSR as perthe requirement of section 135 of the Companies Act 2013 which covers the activities asprescribed under Schedule VII of the Companies Act 2013. Detailed information pertainingto the CSR Committee has been provided in the Report on Corporate Governance.

The CSR Policy laid down by the Company ensures that:

1. The CSR agenda is integrated with the business;

2. Focused e_orts are made in the identified community development areas to achieve thedesired benefits;

3. The Company contributes towards nation-building through its CSR activities.

As part of its initiatives under CSR the Company has contributed towards healthcareinfrastructure development and education during the year under review.

Corporate Social Responsibility Report pursuant to section 134(3)(o) of the CompaniesAct 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules 2014 formspart of this Report as Annexure ‘3'.

The CSR Policy of the Company is placed on the website of the Company and can beaccessed through the web link: http://orientcement.com/investors/.

PARTICULARS OF EMPLOYEES DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required pursuant to section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached as Annexure ‘4' forming an integral part of this Report.

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names of employees and other particularsof the top ten employees and employees drawing remuneration in excess of the limits asprovided in the said rules are set out in the Directors' Report as an addendum thereto.However in terms of provisions of the first proviso to Section 136(1) of the CompaniesAct 2013 the Annual Report is being sent to the members of the Company excluding theaforesaid information. The said information is available for inspection at the RegisteredOffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.

SHARE CAPITAL

During the year under review the Issued Subscribed and Paid up Share Capital of theCompany was 204868760 shares of Rs1 /- each. There was no change in the capitalstructure of the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 relevant extract ofannual return for the financial year 2019-20 is given as Annexure ‘5' to this Reportand can be accessed through the web link http://orientcement.com/investors/.

EMPLOYEES STOCK OPTION SCHEME

The Company has in place the Employees Stock Option Scheme 2015 (‘ESOS-2015')which provides for grant of Stock Options to eligible employees of the Company.

During the financial year 2019-20 no options were granted under ESOS-2015. Theapplicable disclosures under SEBI (Share Based Employee Benefits) Regulations 2014("SEBI Regulations") as at March 31 2020 has been uploaded on the website ofthe Company and can be accessed through the web link http://orientcement.com/investors/.There is no change in the ESOS scheme of the Company during the financial year.

Certificate from M/s S.R. Batliboi & Co. LLP Chartered Accountants (ICAI FirmRegistration Number 301003E/ E300005) Statutory Auditors of the Company confirming thatthe scheme has been implemented in accordance with the SEBI Regulations would be placedat the ensuing Annual General Meeting of the Company for inspection by the members.

DISCLOSUREUNDERTHESEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. The Companyhas constituted Internal Complaints Committee which is responsible for redressal ofcomplaints related to sexual harassment.

As per the provisions of section 21 and 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the report on the details ofthe number of cases filed under Sexual Harassment and their disposal during the calendaryear 2019 is as under:

Number of cases pending as on the beginning of the calendar year Nil
Number of complaints filed during the calendar year Nil
Number of cases pending as on the end of the calendar year Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report ispresented in a separate section forming part of the Annual report.

CORPORATE GOVERNANCE

Corporate Governance ensures fairness transparency and integrity of the management. Asa part of its strategy the Company believes in adopting the ‘best practices' thatare followed in the area of Corporate Governance. The Company emphasizes the need for fulltransparency and accountability in all its transactions in order to protect the interestsof its stakeholders. The Board considers itself a trustee of the Company's shareholdersand acknowledges its responsibilities towards them for creating and safeguarding theirwealth. The Company is committed to high levels of ethics and integrity in all itsbusiness dealings that avoids conflicts of interest. In order to conduct business withthese principles the Company has created a corporate structure based on business needsand maintains a high degree of transparency through regular disclosures with a focus onadequate control systems.

A detailed report on Corporate Governance forms an integral part of Annual Report andis set out as separate section therein.

The certificate of M/s S.R. Batliboi & Co. LLP (ICAI Firm Registration Number301003E/ E300005) Chartered Accountants the Statutory Auditors of the Company certifyingcompliance with the conditions of corporate governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed with the Report onCorporate Governance. The Auditors' certificate for financial year 2019-20 does notcontain any qualification reservation or adverse remark.

PERFORMANCE EVALUATION OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board its Committees the Chairman andthe individual directors was carried out for the financial year 2019-20. The performanceevaluation was done using individual questionnaires covering amongst others compositionof Board receipt of regular inputs and information functioning performance andstructure of Board Committees skill set knowledge and expertise of directorspreparation and contribution at Board meetings leadership etc. The performanceevaluation of the respective Committees and that of independent and non-independentdirectors was done by the Board excluding the director being evaluated.

The performance evaluation of non-independent directors the Chairman and the Board wasdone by the independent directors.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limitedand BSE Limited. The annual listing fees for the financial year 2020-21 have been paid tothese exchanges.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act 2013 the Board of Directors herebystate that:

1. In the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

2. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on March 31 2020 and of the profit and loss ofthe Company for the year ended on that date;

3. They have taken proper and sufficient care 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;

4. They have prepared the annual financial statements on a going concern basis;

5. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls were adequate and were operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and till the date of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company values the significance of conservation of energy and technology absorptionand remains conscious about the environment impact of its business operations. During thefinancial year the Company undertook a variety of energy conservation measures across allits plants making continuous efforts for judicious use of energy at all levels ofoperations by utilizing energy efficient system and processes. Some steps taken towardsenergy conservation are the result of technology absorption. Our integrated cementmanufacturing unit at Chittapur has been equipped with new state of the art technology andlatest energy efficient equipment.

The particulars required under section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 regarding conservation of energytechnology absorption are enclosed as Annexure ‘6' forming part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year the Company has not earned any foreign exchange.

The total foreign exchange outgo during the year was Rs 78.05 crore.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the financial year 2019-20 the Company had no Subsidiary Associate or JointVenture company.

DEPOSITS

During the financial year under review the Company did not accept deposits coveredunder Chapter V of the Companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulator or court ortribunal against the Company impacting the going concern status and Company's operationsin future.

BUSINESS RESPONSIBILITY REPORT

In compliance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Business Responsibility Report is presented in a separate sectionforming part of the Annual report.

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 requires top 500 listed Companies based on the market capitalization to formulateDividend Distribution Policy. In compliance of the said requirement the Company hasformulated the Dividend Distribution Policy. The Dividend Distribution Policy of theCompany is enclosed as Annexure ‘7' to this Report and is also placed on the websiteof the Company. This can be accessed through the web link: http://orientcement.com/investors/.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

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

OTHER STATUTORY DISCLOSURES

Your Directors state that no disclosure or reporting is required with respect to thefollowing items as there were no transactions related to these items during the year underreview:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issues of sweat equity shares.

3. Provision of money for purchase of its own shares by employees or by trustees forthe benefit of employees.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for assistance and co–operationreceived from various Ministries and Departments of Government of India and other StateGovernments banks shareholders of the Company etc. Your Directors wish to place onrecord their sincere appreciation for the dedicated efforts and consistent contributionmade by the employees at all levels to ensure that the Company continues to grow andexcel.

By order of the Board of Directors
For Orient Cement Limited
CK. Birla
Place: New Delhi Chairman
Date: May 22 2020 (DIN 00118473)