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Orient Cement Ltd.

BSE: 535754 Sector: Industrials
NSE: ORIENTCEM ISIN Code: INE876N01018
BSE 10:20 | 18 Jan 173.35 -2.90
(-1.65%)
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173.00

HIGH

177.35

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172.15

NSE 10:14 | 18 Jan 174.60 -1.45
(-0.82%)
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177.35

HIGH

177.80

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172.20

OPEN 173.00
PREVIOUS CLOSE 176.25
VOLUME 15565
52-Week high 185.50
52-Week low 79.10
P/E 11.83
Mkt Cap.(Rs cr) 3,552
Buy Price 173.30
Buy Qty 78.00
Sell Price 173.50
Sell Qty 70.00
OPEN 173.00
CLOSE 176.25
VOLUME 15565
52-Week high 185.50
52-Week low 79.10
P/E 11.83
Mkt Cap.(Rs cr) 3,552
Buy Price 173.30
Buy Qty 78.00
Sell Price 173.50
Sell Qty 70.00

Orient Cement Ltd. (ORIENTCEM) - Director Report

Company director report

Dear Members

Your directors are pleased to present the 10th Annual Report on the businessand operations of the Company along with the audited financial statements for thefinancial year ended March 31 2021.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31 2021 issummarised below:

(Rs in Crore)
Particulars 2020-21 2019-20
Revenue from Operations 2324.09 2421.80
Earnings before interest depreciation amortisation & taxation 569.03 400.59
Interest / finance costs 93.57 122.32
Profit before depreciation and taxation 475.46 278.27
Depreciation and amortization expenses 141.85 140.87
Profit before taxation 333.61 137.40
Taxation 119.42 50.81
Net profit 214.19 86.59
Transferred from Employee - 1.83
Stock Options Outstanding
Profit brought forward from last year 375.63 307.68
Profit available for appropriations 589.82 396.10
Appropriations
Other Comprehensive Income (1.04) (1.94)
Dividend on equity shares 25.61 15.37
Corporate dividend tax - 3.16
Balance carried to balance sheet 563.17 375.63
EPS (J) 10.45 4.23

BUSINESS AND FINANCIAL PERFORMANCE

The Covid-19 induced healthcare and humanitarian crisis in the year under review posedunprecedented challenges for the Indian economy and the society at large. As a resultduring FY 2020-21 the core sector reported degrowth of 7% and the Indian cement sectorreported a degrowth of 11.9% despite robust recovery in demand and production as the yearprogressed and the exit month of March reporting a strong growth of over 32.5% though ona small base month of FY20. As is usual the regional and State specific variations indemand growth continued during FY21 too. While North East and Central markets havereported relatively better demand situation year on year both West and South haveexperienced moderate to large de-growth. Unfortunately the markets that your Companyserves have seen significant contractions due to higher impact of the pandemic inMaharashtra stretched fiscal deficits and consequently a hiatus in large infrastructureprojects in several states. With a complete lockdown for the significant part of the firstquarter of FY21 the priority to reduce costs conserve cash and strengthen liquidity wasoverarching. To address the evolving reality and market-by-market opportunities and risksyour Company developed an inclusive decision framework to respond to market dynamics withthe required agility and speed. As a result your Company delivered a progressive quarteron quarter improvement in its all-round performance. Concurrently deep costrationalisation measures including several one-off measures involving deferral of variousdiscretionary/ quasi-discretionary and other drastic cost cuts were taken to deliverimprovement in profitability and cash generation. In view of the high uncertaintyproposed investments in capacity enhancement were held in abeyance until better line ofsight emerges on demand trends.

The extraordinary and timely efforts supported by better sales realisation as a resultof optimisation of product-mix customer-mix and market-mix helped your Company to emergestronger delivering significant improvement in both profits and cash generation. DuringFY 2020-21 net debt was reduced by ~46% strengthening the Balance Sheet and creating arobust platform for addressing future growth opportunities.

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

Total sales volume for the year stood at 51 lac tons against 58 lac tons in FY20 adegrowth of around 12%.

We continue to focus on production and promotion of blended cement in line with yourCompany's commitment to environmental sustainability. Total blended cement sale was 61%for the year vs 57% in FY2019-20.

Net Sales realization for the year was H 4598 per ton as against H 4167 during lastyear.

The overall capacity utilization stood at 63% for the year with Q4 FY21 reaching 92%.

Despite the decline in sales volume EBITDA for the year was H 569.03 crorerepresenting 42% improvement over

H 400.59 crore during last year. Net profit for the year improved by 147% vs last year;H 214.19 crore as compared with H 86.59 crore in FY2019-20.

A key priority for your Company throughout FY21 remained the safety and well-being ofits people neighbouring communities as also it's channel partners vendors and customers.Your Company undertook several measures to keep it's people safe and to provide medicalfinancial and psychological support to everyone who needed it. Your Company also extendedall assistance and support to the communities around its area of operations to mitigatetheir hardship in consultation and in collaboration with the local administration.

During the year under review your Company has entered into Share PurchaseSubscription and Shareholder's Agreement with AMPSolar Technology Private Limited andAMPSolar Systems Private Limited for acquisition of 26% stake of AMPSolar Systems PrivateLimited. The investment will provide access to 13.5 MWdc / 9 MWac of solar power to ourGrinding unit at Jalgaon through the captive scheme.

Overcoming the challenges of working from home your Company has progressed on a numberof digital and automation initiatives in the sales and supply chain functions that willenable greater customer-centricity in future.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

During the year under review the Board of Directors have declared an interim dividendof H 0.50/- per equity share (50%) of face value of H 1/- each to the shareholders whowere on the register of members as on February 9 2021 being the record date fixed forthis purpose.

Your Directors are pleased to recommend a final dividend amounting to H 1.50/- (150%)per equity share of face value of H 1/- each for the year ended March 31 2021subject to approval of shareholders at the forthcoming Annual General Meeting of theCompany as against dividend of Rs 0.75/- (75%) per equity share paid in the immediatelypreceding year.

The Register of Members and Share Transfer Books of the Company will remain closed fromFriday July 30 2021 to Thursday August 5 2021 both days inclusive for determiningthe entitlement of the shareholders to the final dividend for financial year 2020-21.

Your Company has been consistently declaring dividends since its inception. Pursuant toRegulation 43A of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended ("SEBI Listing Regulations")the Board of Directors of your Company have adopted a Dividend Distribution Policy.Dividends declared by the Company are in line with the Dividend Distribution Policy of theCompany which is enclosed as Annexure –‘1' to this Report and is alsoplaced on the website of the Company which can be accessed through the web link: https://orientcement.com/investor/.

BOARD OF DIRECTORS ITS COMMITTEES AND MEETINGS THEREOF

The Company has a professional Board with an optimal composition of executivenon-executive and independent directors

046 including two women directors one of whom is independent. The Board members bringto the fore the right mix of knowledge skills and expertise and provide strategicguidance and direction to the Company in achieving its business objectives and protectingthe interest of its stakeholders. The Board is also supported by five Committees ofDirectors viz. Audit Committee Nomination & Remuneration cum Compensation CommitteeCorporate Social Responsibility Committee Stakeholders' Relationship Committee and RiskManagement 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 2021 the Board of Directors met 8 (eight)times viz. on April 27 2020 May 22 2020 July 28 2020 August 1 2020 August 312020 October 29 2020 January 28 2021 and March 17 2021. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013 and SEBIListing Regulations.

A detailed update on the Board and its Committees' composition number of meetings heldduring the financial year 2020-21 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 Mr. Chandrakant Birla (DIN 00118473) aNon-Executive Director and Chairman of the Company is liable to retire by rotation at theensuing Annual General Meeting of the Company and being eligible offers himself forre-appointment. The Board of Directors recommends the resolution for re-appointment of Mr.Chandrakant Birla liable to retire by rotation for the approval of the members of theCompany at the ensuing Annual General Meeting.

At the 9th Annual General Meeting of the Company the combined specialresolution proposing the re-appointment of Mr. Desh Deepak Khetrapal DIN 02362633 as theManaging Director & CEO of the Company for a further period of 2 (two) years i.e.from April 1 2020 up to March 31 2022 and payment of remuneration for the period fromApril 1 2020 up to March 31 2021 was not passed by the members of the Company due toinsufficient votes cast in favour of the resolution. Therefore Mr. Desh Deepak Khetrapalceased to be the Managing Director & CEO of the Company with effect from July 312020.

The Board of Directors at their meeting held on August 1 2020 and August 31 2020respectively based on the recommendation of the Nomination & Remuneration cumCompensation Committee approved the re-appointment of Mr. Desh Deepak Khetrapal asManaging Director & CEO of the Company for the term starting from

April 1 2020 up to March 31 2022 and terms of his remuneration for the financial year2020-21 subject to the approval of members by way of Postal Ballot. The Board of Directorsnoted that Mr. Desh Deepak Khetrapal has extensive experience and expertise andacknowledged that Mr. Khetrapal is a crucial key managerial personnel of the Company andthat his re-appointment is crucial for the Company to ensure legal compliance as well assound functioning of the Company.

The Postal ballot was conducted and the re-appointment of Mr. Desh Deepak Khetrapal asManaging Director & CEO of the Company for the term from April 1 2020 up to March 312022 and terms of his remuneration for the financial year 2020-21 were duly approved bythe members of the Company by requisite majority on October 4 2020.

On the recommendation of the Nomination & Remuneration cum Compensation Committeethe Board of Directors in their meeting held on May 17 2021 recommended revision inremuneration of Mr. Khetrapal for the financial year 2021-22 and the resolutionseeking approval of shareholders for payment of revised remuneration to Mr. Khetrapal hasbeen included in the Notice of the Annual General Meeting. The Board of Directorsrecommends the resolution for your approval.

Mr. I.Y.R. Krishna Rao was appointed as an Independent Director of the Company witheffect from May 5 2017 and in terms of the provisions of section 149(10) of the CompaniesAct 2013 his first term of five consecutive years is expiring on May 4 2022. In termsof the provisions of section 149(10) Mr. I.Y.R. Krishna Rao 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. I.Y.R. KrishnaRao as an Independent Director not liable to retire by rotation has been included inthe Notice of the Annual General Meeting. The Board of Directors recommend the resolutionfor 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

The Company has received necessary declarations from each Independent Director underSection 149 of the Act and Regulation 25 of the SEBI Listing Regulations confirming thathe / she meets the criteria of independence laid down in Section 149 of the Act andRegulation 16(1)(b) of the SEBI Listing Regulations.

Independent Directors of the Company have got their name included in the data bank ofIndependent Directors being maintained by the Indian Institute of Corporate Affairs atManesar notified under subsection (1) of Section 150 of the Act as the Institute for thecreation and maintenance of data bank of Independent Directors.

PERFORMANCE EVALUATION OF BOARD ITS 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 2020-21. 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 directorscontribution at Board meetings and leadership. The performance evaluation of therespective Committees and that of independent and non-independent directors was done bythe Board excluding the director being evaluated.

The Nomination and Remuneration cum Compensation Committee of the Company annuallyreviews the performance evaluation process.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of section 203 of the Companies Act 2013 Mr. Desh DeepakKhetrapal - Managing Director & CEO (DIN 02362633) Mr. Soumitra Bhattacharyya(FCA- A059004) and Mrs. Nidhi Bisaria – Company Secretary (FCS-5634) continue to holdtheir respective offices during the financial year 2020-21 as Key Managerial Personnel.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company endeavours to have an appropriate mix of executive non-executive andindependent directors to maintain independence from management and continue to provideappropriate governance. The selection and appointment of Board members are done on therecommendations of the Nomination & Remuneration cum Compensation Committee. Theappointments are based on meritocracy and having due regard for diversity. Whileevaluating the candidature of an independent director the Committee abides by thecriteria for determining independence as stipulated under the Companies Act 2013 and theSEBI Listing Regulations. In case of re-appointment of directors the Board takes intoconsideration the results of the performance evaluation of the directors.

The copy of the Nomination & Remuneration Policy for Directors Key ManagerialPersonnel and Senior Management is attached as Annexure ‘I' to the CorporateGovernance Report.

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 and Ethics Policy.

Adequate safeguards are provided against victimization to those who take recourse tothe mechanism. 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: https://orientcement.com/ investor/.

AUDIT COMMITTEE

The Company has a duly constituted Audit Committee in line with the provisions of theCompanies Act 2013 and SEBI Listing Regulations. The primary objective of the Committeeis to monitor and provide effective supervision of the Management's financial reportingprocess to ensure accurate and timely disclosures with the highest level oftransparency integrity and quality of financial reporting. The Committee met four (4)times during the year. Detailed information pertaining to the Audit Committee has beenprovided in the Report on Corporate Governance.

AWARDS AND RECOGNITIONS

In recognition of its constant quest for excellence in energy efficiency environmentalprotection safety growth and innovation your Company has been honoured and recognisedat various forums. The prominent awards earned during FY21 are listed below for yourreference:

Devapur Plant:

1. "Excellence in Energy Management 2020" award as Energy Efficiency Unit byCII at 21st National Award (Virtual) Event.

2. "Platinum Award" Winner of Grow Care India Safety Award 2020 foroutstanding achievement in Safety Management.

3. "Environment Award 2020" Winner from Greentech Foundation for outstandingachievements in environment protection.

4. "Platinum Award" Winner of Apex India Occupational Health

& Safety award 2020 in Cement Sector from Apex India Foundation for outstandingachievement in Occupational Health & Safety.

5. "Best Supply Chain in Manufacturing" Award 2020 presented by SCMPro Forumsduring 6th India Logistics & Supply Chain Awards 2020.

Chittapur Plant:

1. PLATINUM AWARD under Apex India Occupational Health & Safety Award 2020.

2. Third prize for State Level Safety Award from Department of Factories and BoilersGovt. of Karnataka for overall good safety performance throughout the year under thecategory of Mega Scale Industries.

3. "Winner" award for outstanding achievements in "EnvironmentProtection" category in 20th Annual Greentech Environment Award 2020.

4. "National Efficiency Award 2021" under Runner Up category in SouthernRegion for reduction in Plant Heat Rate of thermal power plant.

5. "Winner" award for outstanding achievements in "Industry SectorSafety Excellence" category in 19th Annual Greentech Safety Summit.

6. "Excellent Energy Efficient Unit – 2020" award from Confederation ofIndian Industry (CII India) for being number one in specific power consumption and thirdin specific heat consumption in the country. Additionally Chittapur Plant has beendeclared as number one in the country in extracting maximum life (393 running days) fromrefractory used in rotary kiln.

7. Runner Up Award for "Excellence in implementation of new environmental norms inThermal Power Plant" (in minimizing SOx and NOx) from Mission Energy Foundation.

Jalgaon Plant:

1. Golden Bird Excellence Award 2020 – Platinum Award towards Excellence in WaterStewardship.

2. Fame Excellence Award 2020-2021 – "FAME (Foundation for Accelerated MassEmpowerment) Excellence Award 2020-21" in Platinum Award for the outstanding Projecton "Environment Management".

STATUTORY AUDITORS

M/s S.R. Batliboi & Co. LLP Chartered Accountants (ICAI Firm Registration Number301003E/ E300005) were 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 term of two years from the conclusion of eighth Annual General Meeting of theCompany held in the year 2019 till the conclusion of tenth Annual General Meeting of theCompany to be held in the calendar year 2021.

The Auditors' Report for the financial year 2020-21 does not contain any reservation orqualification on the financial statement of the Company. Auditors Report isself-explanatory and therefore does not require further comments and 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.

The Board of Directors of the Company based on the recommendation of the AuditCommittee and as per the provisions of section 139(2) of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 propose the appointment of M/s B SR & Associates LLP as the Statutory Auditors of the Company in place of M/s S.R.Batliboi & Co. LLP the retiring Statutory Auditors for a term of 5 years i.e. fromthe conclusion of 10th Annual General Meeting till the conclusion of 15thAnnual General Meeting of the Company to be held in the year 2026. The resolution fortheir appointment has been included in the Notice of the Annual General Meeting. The Boardof Directors recommends the resolution for your approval.

The Company has received a letter from M/s B S R & Associates LLP confirming thatthey are eligible for appointment as Statutory Auditors of the Company under section 139of the Companies Act 2013.

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 has appointed Mr. Somnath MukherjeeCost Accountant (M.No.-F5343) as Cost Auditors of the Company for the financial year2021-22 at a fee of Rs 90000/- (Rupees Ninety thousand only) plus applicable taxes andout of pocket expenses subject to the ratification of the said fees by the shareholders atthe ensuing Annual General Meeting.

The Company has received a letter from Mr. Somnath Mukherjee to the effect that there-appointment would be within the limits prescribed under section 141(3)(g) of theCompanies Act 2013 and that he is not disqualified for such re-appointment in terms ofsection 141 of the 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 2020-21.

The Secretarial Audit Report is annexed to this report as Annexure ‘2'. TheSecretarial Auditor's report is self-explanatory and therefore does not require furthercomments and explanation. Pursuant to the provisions of Regulation 24A of the SEBI ListingRegulations read with SEBI Circulars issued in this regard the Company has undertaken anaudit for the financial year 2020-21 for all applicable Securities and Exchange Board ofIndia ("SEBI") compliances. The Annual Secretarial Compliance Report issued byM/s Ranjeet Pandey and Associates Company Secretaries (CP No. 6087) for the financialyear 2020-21 has been submitted to the Stock Exchanges within the prescribed time limit.

The Board has re-appointed M/s Ranjeet Pandey and Associates Company Secretaries asSecretarial Auditor of the Company for the financial year 2021-22.

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.

However after the close of the financial year 2020-21 and till the date of thisReport the Company has invested in 2600 equity shares of Rs 10/- each of AMPSOLAR SystemsPvt. Ltd. in terms of the Share Purchase Subscription and Shareholder's Agreement withAMPSolar Technology Private Limited and AMPSolar Systems Private Limited for acquisitionof 26% stake.

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: https://orientcement.com/investor/.

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‘3' 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.

MATERIAL CHANGES AND COMMITMENTS

On account of the outbreak of COVID-19 virus the Government of India had imposed anation-wide lockdown on March 24 2020 leading to temporary shut-down of the Company'smanufacturing facilities and operations. Thereafter the Government of India progressivelyrelaxed lockdown conditions and allowed industries and businesses to resume operations.The Company had commenced its manufacturing operations across all its plants in a phasedmanner during the month of April 2020 and May 2020 after obtaining permissions fromappropriate government authorities.

In view of the highly uncertain economic environment which is continuously evolving onaccount of the COVID 19 outbreak the management re-assessed its liquidity position fromtime to time and did not anticipate any challenge in the Company's ability to continue asa going concern including recoverability of the carrying value of its property plant andequipment intangible assets and MAT credit.

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

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. Please refer detailed section on risk management covered in the ManagementDiscussion and Analysis Report which forms an integral part of this report.

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 practices 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 the Audit Committee of theBoard which reviews and approves risk based annual internal audit plan. The AuditCommittee periodically reviews the performance of internal audit function.

CORPORATE SOCIAL RESPONSIBILITY

The basic concept of Company's Corporate Social Responsibility (‘CSR') isto serve the interest of society in a just and equitable manner along with taking theresponsibility for the impact of business activities on various stakeholders in allaspects of Company's operations. Your Company has been taking several initiatives underCSR for the society at large much before it was prescribed through the Companies Act2013.

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. The Board has made changes inthe said Policy in its meeting held on May 17 2021 to align it with the amendments madein the provisions of Section 135 of the Companies Act 2013 and the (Corporate SocialResponsibility Policy) Rules 2014 ("CSR Rules"). In view of theamendments definition of CSR CSR implementation CSR monitoring treatment of surplusarising from CSR projects carry-forward and set-off of excess CSR expenditure areclearer and more expansive and have been incorporated in the CSR Policy of the Companyappropriately.

The details about the CSR Committee are provided in Corporate Governance Report whichforms part of this Report.

The report on CSR activities pursuant to section 134(3)(o) of the Companies Act 2013and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules 2014 formspart of this Report as Annexure ‘4'.

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

PARTICULARS OF EMPLOYEES DIRECTORS AND KEY MANAGERIAL PERSONNEL

The disclosures relating to remuneration and other details as required in terms of theprovisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are given in Annexure ‘5'which forms an integral part of this Report.

Further in terms of the first proviso to Section 136 of the Act the Reports andAccounts are being sent to the shareholders excluding the information required under Rule5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The said information will be made available for inspection through electronicmode by writing to the Company at investors@ orientcement.com from the date ofcirculation of the AGM Notice till the date of the AGM.

SHARE CAPITAL

During the year under review the issued subscribed and paid-up Share Capital of theCompany was 204868760 shares of Rs 1/- each. There was no change in the capitalstructure of the Company during the financial year ended March 31 2021.

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 the annual return ofthe Company as at March 31 2021 can be accessed through the web linkhttps://orientcement.com/investor/.

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 2020-21 no options were granted under ESOS-2015. Theapplicable disclosure under SEBI (Share Based Employee Benefits) Regulations 2014("SEBI Regulations") as at March 31 2021 has been uploaded on the website ofthe Company and can be accessed through the web link https://orientcement.com/investor/. There is no change in the ESOS scheme of the Company during thefinancial 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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) 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.

During the financial year ended March 31 2021 one case regarding sexual harassment atthe workplace of the Company was reported and investigated. Allegations were substantiatedin the said case and the accused personnel was separated from the services of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2) of the SEBI Listing Regulations a detailed ManagementDiscussion and Analysis Report is presented in a separate section forming an integral partof 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.

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations adetailed report on Corporate Governance forms an integral part of Annual Report and is setout as separate section therein which forms integral part of this report.

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 ListingRegulations is annexed with the Report on Corporate Governance. The Auditors' certificatefor financial year 2020-21 does not contain any qualification reservation or adverseremark.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to be listed on the National Stock Exchangeof India Limited and BSE Limited. The annual listing fees for the financial year 2021-22have been paid to these exchanges.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(3)( ) 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 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

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 2021 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.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company values the significance of conservation of energy and technology absorptionand remains conscious about the environmental impact of its business operations. Duringthe financial year the Company implemented various energy conservation measurestechnology absorption and process optimisation measures across all its plants. Judicioususe of energy was adopted at all levels of operations by utilizing energy efficientsystems and processes and continuous monitoring thereof. As a result of these initiativesour integrated cement manufacturing unit at Chittapur as well as Orient Cement as a wholehas one of the lowest energy consumption in the Indian cement industry.

At Orient Cement Ltd. we value the importance of water conservation and believe it'sa critical life sustaining resource. Continuous efforts have been made towards waterresource management and conservation measures through measuring monitoring creatingawareness and deploying technologies like water harvesting and recharging of water bodies.All our plants are water positive.

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 is 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 29.30 crore.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the financial year 2020-21 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

There are no significant and material orders passed by the Regulators/Courts/Tribunalwhich would impact the going concern status of the Company and its operations in thefuture.

BUSINESS RESPONSIBILITY REPORT

As per the provisions of Regulation 34(2) of the SEBI Listing Regulations as amendedthe Annual Report of the top 1000 listed entities based on market capitalisation shallinclude a Business Responsibility Report ("BRR").

The Company being one of such top 1000 listed entities has included BRR for financialyear 2020-21 as part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

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 to dividend voting or otherwise.

2. Issue of sweat equity shares.

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) a) Transfer of Unpaid/Unclaimed Dividendto Investor Education and Protection Fund:

Pursuant to the provisions of Sections 124 and 125 of the Act read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") as amended unpaid and/or unclaimed dividend of Rs2237280 pertaining to the financial year ended on March 31 2013 and unpaid and/orunclaimed interim dividend of Rs 866113 for the year ended March 31 2014 weretransferred during the year to the Investor Education and Protection Fund("IEPF"). b) Transfer of shares to IEPF

Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules 868918and 7770 equity shares of face value of Rs 1 each in respect of which dividend was notpaid or claimed by the members for seven consecutive years or more have been transferredby the Company to IEPF during the year. Details of shares transferred have been uploadedon the website of IEPF as well as the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all Shareholders Clients VendorsBanks Ministries and Departments of Government of India and Regulatory Authorities fortheir continued support. The Directors also place on record their deep appreciation toemployees at all levels for their hard work dedication and commitment which was key inachieving transformational change and deliver significant performance improvement during ayear of unprecedented volatility.

By order of the Board of Directors
For Orient Cement Limited
CK. Birla
Place: London Chairman
Date: May 17 2021 (DIN 00118473)

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