You are here » Home » Companies » Company Overview » Orient Cement Ltd

Orient Cement Ltd.

BSE: 535754 Sector: Industrials
NSE: ORIENTCEM ISIN Code: INE876N01018
BSE 16:01 | 19 Feb 65.15 -1.30
(-1.96%)
OPEN

67.00

HIGH

67.85

LOW

65.05

NSE 15:51 | 19 Feb 66.20 -0.10
(-0.15%)
OPEN

66.30

HIGH

69.40

LOW

65.50

OPEN 67.00
PREVIOUS CLOSE 66.45
VOLUME 2662
52-Week high 166.80
52-Week low 61.90
P/E
Mkt Cap.(Rs cr) 1,335
Buy Price 65.20
Buy Qty 2.00
Sell Price 69.00
Sell Qty 1.00
OPEN 67.00
CLOSE 66.45
VOLUME 2662
52-Week high 166.80
52-Week low 61.90
P/E
Mkt Cap.(Rs cr) 1,335
Buy Price 65.20
Buy Qty 2.00
Sell Price 69.00
Sell Qty 1.00

Orient Cement Ltd. (ORIENTCEM) - Director Report

Company director report

Your directors are pleased to present the 7th Annual Report on the businessand operations of the Company along with the audited financial statements for thefinancial year ended 31st March 2018.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31stMarch 2018 is summarised below:

(Rs. in Lacs)

Particulars 2017-18 2016-17
Gross Sales 231084.51 217089.12
Total Revenue (Net of excise) 224256.96 188703.06
Earnings before interest depreciation amortisation & taxation 32540.70 19039.04
Interest / finance costs 12920.96 13533.51
Profit before depreciation and taxation 19619.74 5505.53
Depreciation and amortization expenses 12616.62 12153.59
Net Profit before taxation 7003.12 (6648.06)
Taxation 2580.98 (3438.21)
Net profit 4422.14 (3209.85)
Profit brought forward from last year 24794.09 30576.30
Profit available for appropriations 29216.23 27366.45
Appropriations
Other Comprehensive Income (49.01) (106.61)
Dividend on equity shares 1024.34 2048.69
Corporate dividend tax 208.53 417.06
Balance carried to balance sheet 27934.35 24794.09
EPS 2.16 (1.57)

BUSINESS AND FINANCIAL PERFORMANCE

Post demonetisation the cement demand from the housing sector continued to remainsubdued and was further aggravated by introduction of policies like RERA and GST. The banon the sand mining in several states also impacted cement demand. However theGovernment's push on execution of large infrastructure projects revived the demand in thesecond half of the year and coupled with the low base from demonetisation last yearcontributed to an overall demand growth of over 6% for the full year. On the cost frontfuel prices continued to rise during the year as a consequence of the increase in theglobal energy prices adversely impacting the profit margins of the industry as a whole.

In this backdrop the key business and financial highlights of your Company for FY18are as under:

• Total sales volume for the year stood at 57.46 Lac tons against 55.52 Lac tonsin FY17 a growth of around 3.5%.

• We continue to focus on PPC cement production in line with your Company'scommitment to environmental sustainability. 75% of cement volume was sold as PPC from theold operations and while PPC sales from relatively new operations are also scaling upsteadily to reach 47% for the year.

• Net sales realisation for the year was H3858 per ton higher as compared toH3369 per ton last year.

• Variable production cost was higher largely on account of higher fuel prices.

• Despite an extremely challenging year in terms of demand the overall capacityutilisation of the Company stood at 72% for the year as compared to 69% during last year.

• EBITDA for the year was H32541 Lac as compared to H19039 Lac during the previousyear largely driven by better sales realisation.

• Net profit for the year was H4422 Lac compared to net loss of H3210 Lac duringthe last year.

The construction work for the Chittapur railway siding and the township for employeesstarted during the year and is expected to complete in the second half of FY19. We arealso evaluating the setting up of waste heat recovery plants at both Devapur and Chittapurto optimise power cost and reduce our dependence on the fossil fuel.

DIVIDEND

Your Directors are pleased to recommend a final dividend amounting to H0.75/- (75%) perequity share of face value of Re. 1/- each for the year ended 31st March 2018subject to approval of shareholders at the forthcoming annual general meeting of theCompany as against dividend of H0.50/- (50%) per equity share paid in the immediatelypreceding year.

The Register of Members and Share Transfer Books of the Company will remain closed fromMonday 13th day of August 2018 to Friday 17th day of August2018 both days inclusive for determining the entitlement of the shareholders to thefinal dividend for financial year 2017-18.

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 one woman director) who bring to thetable the right mix of knowledge skills and expertise. The Board provides strategicguidance and direction to the Company in achieving its business objectives and protectingthe interest of the stakeholders. The Board is also supported by four Committees ofdirectors' viz. the Audit Committee the Nomination & Remuneration cum CompensationCommittee the Corporate Social Responsibility Committee and the Stakeholders'Relationship 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 31st March 2018 the Board of Directors met6 (six) times viz. on 5th May 2017 26th July 2017 8thAugust 2017 2nd November 2017 29th January 2018 and 27thMarch 2018. The intervening gap between the meetings was within the period prescribedunder the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

A detailed update on the Board and its Committees' composition number of meetings heldduring the financial year 2017-18 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 her re-appointment for the considerationof the members of the Company at the ensuing Annual General Meeting.

Mr. Desh Deepak Khetrapal (DIN 02362633) was re-appointed as Managing Director &CEO of the Company w.e.f 1st April 2015 for a period of 5 (five) years.However his remuneration was subject to revision every year. On the recommendation of theNomination & Remuneration cum Compensation Committee the Board of Directors in theirmeeting held on 3rd May 2018 recommended revision in Mr. Khetrapal'sremuneration for shareholders' approval. The resolution seeking consideration of Mr.Khetrapal's remuneration has been included in the Notice of the Annual General Meeting.The Board of Directors recommends the resolution for your approval.

During the financial year there was no change in the constitution of the Board ofDirectors of the Company except Mr. I.Y.R. Krishna Rao (DIN 00481367) was appointed as anAdditional Director w.e.f. 5th May 2017. The appointment of Mr. I.Y.R. KrishnaRao as an Independent Director not liable to retire by rotation was confirmed by theshareholders in the Annual general Meeting held on 23rd September 2017.

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 meetwith the criteria of independence as prescribed under section 149(6) of the Companies Act2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

KEY MANAGERIAL PERSONNEL

During the year under review Mrs. Deepanjali Gulati – Company Secretary(FCS-5304) resigned from the services of the Company with effect from the close ofbusiness hours of 31st October 2017 and Mrs. Nidhi Bisaria (FCS-5634) wasappointed as the Company Secretary of the Company with effect from 23rdNovember 2017.

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 Mr. Sushil Gupta -Chief Financial Officer (FCA-044924) continue to hold their respective offices during thecurrent financial year 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 endeavours 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 selections and appointments on the Board of theCompany are done on the recommendation 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 resultsof the performance 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. Best Management Award issued by Labour Department Govt. of Telangana on May Day2017

2. National Energy Management Gold Award from Society of Energy Engineers & EnergyManagers (SEEM) -2016

3. National Award for Excellence in Energy Management 2017 from CII

4. Mines Safety Week 2017 Awards by Director General of Mines Safety

Overall performance 2nd Prize
Electrical Installation 1st Prize
Best Practices in Mines- 1st Prize
Crusher and Belt Conveyor 1st Prize
Swatch Bharat 2nd Prize
Safe Mine Workings 2nd Prize
Chittapur Plant:
1. Safety awards from the Mines Safety Association Karnataka
(MSAK) 2017-18
Contractual Work and Safety
is my responsibility cards 1st Prize
Publicity & Propaganda and Innovation 1st Prize
Safety Management System 2nd Prize
Maintenance of Mining Machinery
and Crusher 2nd Prize
Swachh Bharat Abhiyan 3rd Prize

2. Mines Environment & Mineral Conservation Week Awards 2017-18 by Indian Bureau ofMines Waste Dump Management 3rd Prize Reclamation and Rehabilitation 3rdPrize

3. Best Safe Performance of Plant Best Training and Resources Award by KRISC (KalburgiRegional Industrial Safety Committee) under the aegis of Department of Factories BoilersIndustrial Safety and Health.

STATUTORY AUDITORS

At the Annual General Meeting held in the year 2014 M/s S.R. Batliboi & Co. LLPChartered Accountants (ICAI Firm Registration Number 301003E/ E300005) was appointed asStatutory Auditors of the Company by the shareholders to hold office as Statutory Auditorsfrom the conclusion of Annual General Meeting held in the year 2014 till the conclusion ofeighth Annual General Meeting of the Company to be held in the year 2019 subject toratification of their appointment at every Annual General Meeting.

The Company has received a letter from the auditors confirming that they are eligiblefor appointment as auditors of the Company under section 139 of the Companies Act 2013and meet the criteria for appointment specified in section 141 of the Companies Act 2013.

Based on the recommendation of the Audit Committee and as per the provisions of section139(1) of the Companies Act 2013 the Board of Directors of your Company proposes toratify the appointment of M/s S.R. Batliboi & Co. LLP Chartered Accountants (ICAIFirm Registration Number 301003E/ E300005) as the Statutory Auditors of the Company forthe financial year 2017-18.

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 2018-19at a fee of H85000/- (Eighty five thousand only) plus out of pocket expenses subject tothe ratification of the said fees by the shareholders at the ensuing Annual GeneralMeeting.

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 2017-18.

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 year2018-19.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the financial year under review your Company has not given any loan orguarantee made investments and provided securities which are covered under the provisionsof section 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 on an arm's length basis. All related party transactions were placed before the AuditCommittee and also the Board for approval wherever required. Prior omnibus approval ofthe Audit Committee and Board was obtained for the transactions that were of a foreseenand repetitive nature. These transactions were reviewed by the Audit Committee on aquarterly basis.

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 statement. 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 to review the risk managementplan / process of the Company. The Risk Management Committee identifies potential risksassesses their potential impact and takes timely action to mitigate the same.

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') forsociety at large well before it has been prescribed through the Companies Act 2013.

The Company 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 efforts are made in the identified community development areas to achievethe expected outcome;

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

As part of its initiatives under CSR the Company has contributed for healthcareinfrastructure development and education for 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 thewebsite of the Company and can be accessed 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 2014 is attached as Annexure ‘4' forming an integral part of this Report.

SHARE CAPITAL

During the year under review the Issued Subscribed and Paid up Share Capital of theCompany was 204868760 shares of H1 each. There was no change in the capital structureof 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 2017-18 is given as Annexure ‘5' to this Report.

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 2017-18 no options were granted under ESOS-2015. Theapplicable disclosures under SEBI (Share Based Employee Benefits) Regulations 2014("SEBI Regulations") as at 31st March 2018 has been uploaded on thewebsite of the Company and can be accessed through the web linkhttp://orientcement.com/investors/. There is no change in the ESOS scheme of the Companyduring 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.

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.

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 2017 is as under:

Number of cases pending as on the beginning of the financial year Nil
Number of complaints filed during the financial year Nil
Number of cases pending as on the end of the financial 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 2017-18 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 2017-18. 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 2018-19 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 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating 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 31st March 2018 and of the profitand loss of the 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 new integrated cementmanufacturing unit at Chittapur has been installed with new state of the art technologyand latest 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 H1863.47 lacs.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the financial year 2017-18 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 regulators or courts ortribunals against the Company impacting the going concern status and Company's operationsin future.

BUSINESS RESPONSIBILITY REPORT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatesinclusion of Business Responsibility Report as part of Annual Report for top 500 listedentities based on market capitalization. The Company falls under the top 500 listedcompanies by market capitalization. Accordingly in compliance with the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Business ResponsibilityReport is presented in a separate section forming 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 thewebsite of 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: 3rd May 2018 (DIN 00118473)