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Udaipur Cement Works Ltd.

BSE: 530131 Sector: Industrials
NSE: UDAICEMENT ISIN Code: INE225C01029
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NSE 00:00 | 08 Aug 29.85
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OPEN 30.05
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VOLUME 37474
52-Week high 49.00
52-Week low 25.50
P/E 19.32
Mkt Cap.(Rs cr) 926
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 30.05
CLOSE 30.15
VOLUME 37474
52-Week high 49.00
52-Week low 25.50
P/E 19.32
Mkt Cap.(Rs cr) 926
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Udaipur Cement Works Ltd. (UDAICEMENT) - Director Report

Company director report

AND

#MDStart#

MANAGEMENT DISCUSSION & ANALYSIS

Dear Members

Your Directors are pleased to present the 26th Annual Report together withthe Audited Financial Statements of the Company for the Financial Year ended 31stMarch 2022.

FINANCIAL RESULTS AND STATE OF COMPANY'S AFFAIRS

(Rs in Crore)

2021-22 2020-21
Sales & Other Income 881.10 737.66
Profit before Interest Depreciation & Tax (EBIDTA) 153.82 151.28
Profit before Depreciation & Tax (PBDT) 103.56 97.50
Profit after Tax (PAT) 48.43 54.74
Surplus/(Deficit) brought forward 25.69 (29.05)
Surplus carried to Balance Sheet 74.12 25.69

PERFORMANCE

Financial Year 2021-22 witnessed two waves of Covid 19 pandemic one in the beginningof the financial year and another towards the end. Unfortunately during the first wave inMay-June 2021 there was an unprecedented toll on human lives though disruption in theeconomic activities was contained to minimum. The Government and Administration across theCountry have acted with remarkable agility in handling the crisis.

Supported by the Government's Infrastructure push through various schemes andallocations towards creation of hard assets low base effect and continued strong ruralhousing demand Cement production volumes have shown remarkable progress by surpassing thepre-pandemic levels. It grew around 12% as compared with 298 MT cement production duringthe year 2020-21.

Against the above back drop; the salient features of the performance recorded by yourCompany in the concluded Financial Year 2022 are as follows:

• Company recorded an all-time High Sales of Rs 881.10 Crores showing a jump of~19 % over sales of Rs 737.66 Crores achieved in the previous Financial Year.

• Cement Production and Sales stood at 13.05 Lakh and 13.13 Lakh tonnesrespectively.

• Market Capitalization of the Company has crossed Rs 1500 Crores an increase ofmore than 90% vis-avis Market Capitalisation as on 31st March 2021.

Towards the end of the year there has been sharp rise in the prices of fuel - both coalas well as of pet-coke. Rising diesel prices have also increased the freight costssignificantly. However your Company has been able to successfully mitigate the impact byfocusing on improving efficiencies product mix geo mix and brand positioning. All thesecombined efforts of the Company have resulted into a healthy EBIDTA of Rs 153.82 Crores inFinancial Year 2022 against Rs 151.28 Crores achieved in the previous Financial Year.After providing for Interest Depreciation & Tax the Profit After Tax (PAT) for theFinancial Year 2021-22 stood at Rs 48.43 Crores as against Rs 54.74 Crores recorded in theprevious Financial Year.

PROGRESS OF THE PROJECTS & EXPANSION

Your Company is pleased to inform that after successful implementation ofde-bottlenecking & Balancing projects our Clinker Capacity has increased from 1.20Million Tonnes Per Annum to 1.50 Million Tonnes Per Annum and Cement Capacity hasincreased from 1.60 Million Tonnes Per Annum to 2.20 Million Tonnes Per Annum. The Companyshall stand to reap the benefit of these enhanced capacities in coming years.

In addition your Company has already taken up for implementation of Expansion Projectinvolving setting up of an additional Clinker Line of 1.50 Million Tonnes Per Annumcapacity and Cement Grinding Capacity of 2.50 Million Tonnes Per Annum. After thecompletion of this expansion Projection the Total Clinker Capacity shall enhance fromexisting 1.50 Million Tonnes Per Annum to 3.0 Million Tonnes Per Annum and Total CementCapacity shall enhance from 2.2 Million Tonnes Per Annum to 4.7 Million Tonnes Per Annumin about 2 years time.

The Company has already received Environmental Clearance for the Project and consent toestablish from Government of Rajasthan and is on the charted path of achieving otherapprovals as necessary. After commissioning of this Expansion Project your Company shallbe able to expand and deepen its market share.

OUTLOOK FOR INDIAN ECONOMY INDUSTRY STRUCTURE AND DEVELOPMENTS

Cement demand recovered very smartly during the current financial year registering agrowth of about 12% and volumes of ~330 Million MT in Financial Year 2022. This becomessignificant in the backdrop of pandemic financial year 2021 and the turmoil faced in thefirst quarter of Financial Year 2022 due to the second wave of the pandemic. However thejourney in these two years have been fairly volatile with the demand registering astaggering drop of more than 80% in the first quarter of Financial Year 2021and thengradually recovering in subsequent quarters to close the year with a drop of about 9% to10% against the forecast of about 15% drop over Financial Year 2020. Financial Year 2022began on a cautious note and for the first two quarters the cement demand struggled toclaw back to pre-pandemic levels of Financial Year 2020. However last two quarters ofrecently concluded Financial Year 2022 have shown excellent traction on demand front andthe year eventually has closed on an optimistic note and more importantly the monthlycement sales are directionally inching towards 30-35 Million MT mark.

When everything was looking on up-swing; we are faced with the global challenges ofpotentially large scale conflicts and continued pandemic uncertainties; resulting intounprecedented rise in the cost of fuel & energy which further is leading to highinflation and rising cost of financing. India may remain relatively less impacted due topossibility of importing oil at relatively cheaper rates but in absolute terms the cost offuel and power have risen and are likely to rise sharply in short to medium term. Risingcommodity prices including the price of steel and other construction material wouldpossibly act as a damper on the economy specially the capital asset formation as also theconstruction indices.

Notwithstanding these headwinds India still retains its place amongst the fastestgrowing large economies with focus on manufacturing and infrastructure development. BothInternational Monetary Fund (IMF) as well as the Economist in its latest issue hasconcluded that India is likely to be world's fastest growing Big Economy this year. Someof the arguments advanced in this regard are:

GDP - In the previous 8 years Indian economy has grown by over 40% which is onlysecond to China which grew 53% during the same period amongst the bigger economies. Growththis year of about 8% will be the highest among big countries according to IMF. Itpredicts that by 2027 India will be the world's fifth largest economy with a GDP ofroughly $5 Trillion at market prices.

Market Capitalization - The size of Indian stock market has already reached number4 spot in the larger economies in the world lagging behind only USA China andJapan.

Infrastructure - The national highway network is over 50% longer than it was in2014 (now using digital tolling system - fastag). The number of domestic air passengershas doubled air-freight volumes are up by 44%. There are more than three times as manymobile phone base stations supporting 783 million broadband subscribers. Wall Streetprivate equity firms are competing to create networks of warehouses across India. Next fewyears would see operationalization of mega infrastructure development initiatives such asDedicated Freight Corridors High Speed Rail Corridors focus on Metro Rail Networks inmany Tier II cities road projects of national importance such as Bharatmala etc. Thiswould result in great improvements in Supply Chain efficiencies and hence lowering ofcosts and increasing of competitiveness in manufacturing.

The government of the day is committed to easing of regulations and transparency ingovernance; thereby significantly enhancing the Ease of Doing Business and attract FDI inall sectors. India is expected to see an FDI of US $ 100 Billion in Financial Year 2023;which puts India amongst the top 5 globally. A large FDI in manufacturing and serviceswould trigger expansion in many other sectors of economy and thereby having a positiveinfluence on construction and demand for cement.

Going forward while Financial Year 2023 appears to be a year full of opportunities aswell as uncertainties and challenges; however we remain optimistic for the outlook forthe cement sector which according to us would firmly remain on a long-term trajectory ofsustainable annual growth ranging from 6% to 8%.

OPPORTUNITIES AND THREATS

The Indian economy is passing through tough phase of unprecedent inflation on accountof ongoing geopolitical tension between Russia and Ukraine. During the Financial Year2021-22 the metal and coal prices have moved very sharply. Hypothetically this level ofcost spike if it sustains without any price adjustment in the cement sector then itsprofitability would be reduced to marginal levels.

Continuously increasing diesel prices is also impacting logistics cost of the industry.Industry is also looking forward towards CNG/LNG vehicles launch in the market that willbring efficiency as well as some cost relief for road transportation. It will alsodrastically reduce the carbon footprint.

Prevailing cement prices are almost at all time high and have sustained but any furtherincrease in near term is ruled out due to lack of demand and there is reasonablyunderstandable inability to pass on the magnitude of cost spike being seen currently.However one should focus on long term fundamentals i.e. cost spike can be temporary asgeopolitical situation eases.

Housing and infrastructure are two key segments that account for more than 80% of totalcement consumption in the country. In Financial Year 2021-22 the Cement production inIndia has increased about 12% YOY driven by rural housing demand and government's strongfocus on infrastructure development. Further the Indian cement industry is likely to add~ 80 million tonnes capacity by Financial Year 2024 the highest since the last 10 yearsdriven by increasing spending on housing and infrastructure activities. In October 2021Hon'ble Prime Minister Shri Narendra Modi launched the 'PM Gati Shakti' - NationalMaster Plan for multimodel connectivity. Gati Shakti will bring synergy to create aworld-class seamless multimodal transport network in India. This will boost the demandfor cement in the future. Indian cement companies are amongst the world greenest cementmanufacturers. With high allocation under the Union Budget 2022-23 for infrastructureaffordable housing schemes and road projects to fuel the economy the domestic cementindustry is poised for large surge. In 2021 as 'Work From Home' is being adopted at afaster pace amidst the Pandemic the demand for affordable housing with ticket size of Rs40-50 Lakh is expected to rise in Tier II and Tier III cities leading to an increase indemand for cement.

RISKS AND CONCERNS

The COVID-19 Pandemic has had devastating health and economic consequences withunprecedented disruption to people's lives the global economy and world trade. TheInternational Monetary Fund World Bank Group World Health Organization and World TradeOrganization have joined forces to accelerate access to COVID-19 vaccines therapeuticsand diagnostics by leveraging multilateral finance and trade solutions particularly forlow- and middle-income countries. The aim is to vaccinate at least 60% world population bymid-2022.

Construction and real estate sectors have also been adversely impacted in tandem.Companies are facing subdued demand of Cement. Pace of highway construction fell to a fouryear low. In addition the Industry is suffering from the rising fuel and input costs.Supply chains cutting across all industries are also likely to remain adversely impactedover a long time and may result in further loss of GDP to a quick rebound to a gradual andslow recovery over the next few years. The emerging scenario would need a different kindof response from all quarters. One of the concern and the expectations in industry has iswhen each time the GST council meets the industry eagerly hopes that the cement will beput under lower tax slabs than the sin slab of 28%. Ever since the introduction of GSTthe council is periodically reviewing the tax rates and is consistently bringing more andmore commodities under lower tax slabs. Cement is now one of the very few commodities thatis in highest tax slab and understandably because it is not easy for the governments ofthe day to let lose the tax cow. Like always the industry prefers to be positive and keepits hope alive for a favourable outcome. The Company has a strong risk managementframework that enables regular and active monitoring of business activities foridentification assessment and mitigation of potential internal or external risks. Ourcommitment to strong ethical values and high levels of personal and organisationalintegrity adds a further layer of risk mitigation to our operations. With resilience andagility your Company is confident to sail through this difficult time.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate Internal Control System commensurate with the sizeand level of operations of the Company and the same were operating effectively throughoutthe year. The Company has an independent Corporate Internal Audit Department whichcarry-out the Internal Audit of its Plant Sales depots and Registered Office. ThisInternal Audit Department submits its report on the Efficacy and Adequacy of InternalControl Systems to the Chairman of Audit Committee of the Board. There are adequate checksand balances in place wherein deviation from the systems laid-out are clearly identifiedand corrective actions are taken in respective areas wherever required.

During the year the Company's Budgetary Control System and MIS were workingeffectively to map the actual performance viz-a-viz Budget for taking corrective actionsin the areas where deviations were found if any.

INTERNAL FINANCIAL CONTROLS

The Company has institutionalized its Internal Financial Control Systems Policies andProcedures in line with the size and the complexity of its operations. This ensuresaccuracy and comprehensiveness of the Accounting records. These Internal Financial ControlSystems are adequate for safeguarding the Assets of the Company and are effective towardsprevention and detection of frauds and errors. The Policies and Procedures are alsoadequate for orderly and efficient conduct of business of the Company. The Company has inplace specific Standard Operating Practices (SOPs) for its various functional areas. TheseSOPs are periodically reviewed by the Internal Audit Team and exceptions if any arereported. The Company also has a robust management information system for the timelypreparation of reliable financial information. No reportable material weaknesses wereobserved in the system.

HUMAN CAPITAL MANAGEMENT

The Company is driven by its values including "Caring for People'. We believe ouremployees are the key assets for achieving our vision and mission seamlessly. Theirdedication commitment and conscientious approach to work is at the backbone of our strivefor operational excellence and success.

This strive for excellence involves creating a work environment which is collaborativeenriching and fosters a culture of learning and growth in order to enable employees toperform at their full potential. Our work culture facilitates continuous interaction &dialogue with our employees thereby facilitating an open channel for two-waycommunication. We consciously seek feedback on any organisational changes and keep ouremployees adequately informed to ensure smooth transition.

We continuously emphasize on the development of talent within and strengthening thecore areas of expertise by enabling continuous learning leveraging through variousplatform for employees for their capability & skill development. Formal digitalplatforms have been launched to enable sharing of ideas and best practices across workgroups which helped us to drive continuous improvement and innovation such as SMART basedKRA's/Goals linked with organizational objectives Employee Engagement initiatives likeKaizen CFTs Suggestion Schemes employee welfare schemes etc. to name a few.

To retain talent with the organization the company has attempting advance efforts onTalent Acquisition Talent Management Job Enrichment Performance Management Reward andRecognition Leadership Mentoring and Coaching and Employee Satisfaction Survey. We havebeen practicing its unique approach for employee's growth and development to leadershiproles from within the Company by rewarding the deserving and providing a well-definedcareer growth path.

Fair and transparent HR Policies open communication and effective collectivebargaining with union has helped in sustaining congenial environment in the Company.

The Company is committed to support nearby communities through their CSR interventionsto the nearby villages of Plant and Mines areas. Our CSR focuses on five basic communityneeds such as Education Health Sustainable Livelihood Rural Development and SocialCourses at large. Women Empowerment is one of the thrusted areas where we are able togenerate employability for poor and low earning group ladies and girls in the nearbyareas.

It is gratifying to note that our company has received the following awards &recognitions through-out the year:

• "Pyrotech-Tempsens Manufacturing Award-Large Enterprise" UCCIExcellence Awards 2022 by Udaipur Chamber of Commerce and Industry.

• "Certificate of Excellence" under the "Best Employer Award"by Employer's Association of Rajasthan.

• "Rajasthan Best Employer Brand Awards 2021" under "OutstandingContribution to HR" by World HRD Congress.

KEY CHANGES IN FINANCIAL INDICATORS

The various Financial Ratios for the year under review as compared to the same of theprevious Financial Year are given hereunder:

Sl. Particulars Unit 2021-22 2020-21
1 Operation Profit Margin % 17.0 20.2
2 Net Profit Margin % 5.53 7.45
3 Return on Net Worth % 17.89 25.44
4 Current Ratio Times 0.76 0.99
5 Interest Coverage Ratio Times 3.06 2.81
6 Debt Service Coverage Ratio Times 1.75 2.08
7 Debt Equity Ratio Times 3.20 2.31
8 Net Debt Equity Ratio Times 2.10 1.88
9 Debtors Turnover Times 423 237
10 Inventory Turnover Times 12 12

ENVIRONMENT HEALTH AND SAFETY

Environment Health and Safety for your Company have been one of the key fundamentalpillars of its business operations and growth. The Company is committed to maintainingcleaner production with a low carbon footprint by working beyond compliances. Initiativeslike utilization of Green power i.e. Solar and Waste Heat Recovery System to the tune of45% in the total power mix installation of state of art pollution control equipmentstrategic development of greenbelt and plantation use of waste-derived materials in placeof virgin natural materials etc. are testimony of its adherence to conservation andmanagement of environmental resources.

The safety and well-being of its workforce and nearby community is topmost priority forthe Company. Your Company operates on the principle that "Safety is everyone'sresponsibility and we must not bypass it under any circumstances". Adhering to strictCOVID standards our workplaces are sanitized and COVID 19 appropriate behaviour ismaintained as per the guidelines of local government. The Company is ISO 45001:2018Certified for Occupational Health and Safety standards and has been recognized formaintaining one of the industry best Health and Safety training modules and practices atdifferent renowned platforms.

Your Company has received following awards/ recognitions during the Financial Year2021-22 :

• Asia's most promising Cement Brand - Platinum Heavy Duty Cement.

• Promising Brands Award for 2021 (Platinum Supremo) from the Economic Times.

• Rajasthan Best Employer Brand Awards 2021 from Star Group World HRD CongressMumbai.

• Certificate of excellence in the large scale category from The Employer'sAssociation of Rajasthan.

• Greentech Sustainability Award 2021 under Excellence in Affordable & CleanEnergy.

• Golden Peacock Safety Award by Institute of Directors for continuous improvementin Occupational Health and Safety Performance.

• Appreciation certificate from Government of Rajasthan under "Ghar GharAushadhi Yojana"and "Satat Sarthak Prayaas".

• Best Community Action CSR National Award from World Sustainability Organization.

CORPORATE SOCIAL RESPONSIBILITY

Serving the society towards improving the quality of life of the community at large hasalways been a priority of the Company. The concept of socially responsible business isdeeply ingrained into our corporate DNA right from the initial years and till date we havepioneered and delivered several CSR projects for needy and vulnerable communities andfamilies living around our business area. The Company's CSR vision clearly states tostrengthen community relationship and to bring sustainable change in the quality of lifeof neighborhood community through innovative solutions in Education Health Water &Sanitation Skills Development Livelihood Promotion and Rural Development.

The Company is committed to bring long term transformational changes in the lives ofthe plant's neighborhood communities through sustainable and impactful projects around thekey development issues in the local areas. With this commitment the Company undertook"Need Assessment Study" during the reporting period through a technicallycompetent agency. The need assessment study has identified livelihoods; youthemployability; health; education; water and women development as critical developmentneeds and accordingly a " Long term CSR Roadmap" has been developed to guide CSRprojects on year-to-year basis.

As the beginning of Financial Year saw deadly outbreak of COVID-19 Delta variant theCompany responded to this humanitarian crisis by providing PPE kits Oximeters and thecotton masks to the local Gram Panchayats hospitals and schools. Despite field levelchallenges due to surge of Delta and Omicron variants; the Company demonstrated itscommitments towards CSR and implemented "Ongoing" and "Other than OngoingProjects" in thrust areas of Health; Water & Sanitation Education Skilling andLivelihood and Rural development. On the livelihood front under Project Aajivika theCompany undertook multiple on-farm and off-farm activities including employability skilltrainings to support youth and families to ensure sustainable income. Number of youthswere provided employability trainings and were facilitated for the placement locally.Number of small and marginal farmers were supported with soil testing seeds and trainingon improved agriculture practices. Livestock development has also been one of the keyactivities to strengthen livelihood of the communities and families. As part of livestockdevelopment project the Company initiated door-to- door veterinary services includinginfertility treatment awareness on disease management and fodder development in fewvillages with the support of Animal Husbandry Department Government of Rajasthan. UnderProject Aarogya the Company organized number of medical camps in the nearby villages.Under Rural Development Project the Company constructed toilets at school; repairedgovernment school building and undertook upgradation work for Anganwadis. These CSRprojects have impacted positively the lives of the beneficiaries around the business area.

The Company received awards for its meaningful and life-changing CSR initiatives duringthe year. The Company was conferred with "National Award for Excellence under CSR inBest Community Action Category" by World CSR Day and ET. It was also awarded 8th CSRIndia Award 2021.

The Company has requisite Corporate Social Responsibility Policy in accordance with theprovisions of the Act and Rules made there under as amended. The CSR Policy is disclosedon the website of the Company at www.udaipurcement.com.

The Annual Report on the CSR activities undertaken by the Company during the FinancialYear under review in the prescribed format is annexed to this Report as Annexure 'A'.

RELATED PARTY TRANSACTIONS

During the Financial Year ended 31st March 2022 all the contracts orarrangements or transactions entered into by the Company with the Related Parties were inthe ordinary course of business on an arm's length basis and were in compliance with theapplicable provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations).

Form AOC-2 containing the details of the material Related Party Transactions enteredinto during the Financial Year 2021-22 as per the Related Party Transactions Policy isattached as Annexure 'B' to this Report and forms a part of it. The Related PartyTransaction Policy as amended and approved by the Board is available on the website of theCompany.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

The particulars of loans given guarantees or securities provided and investments madeas required under Section 186 of the Act if any are given in the Notes to the FinancialStatements.

CONSERVATION OF ENERGY ETC.

The details as required under Section 134(3)(m) of the Act read with the Companies(Accounts) Rules 2014 are annexed to this Report as Annexure 'C' and form part ofit.

AUDITORS

(a) Statutory Auditors

In accordance with the provisions of the Act and Rules made thereunder M/s BansilalShah & Co. Chartered Accountants (Firm Registration Number: 000384W) were appointedas the Statutory Auditors of the Company for their second term of five consecutive yearsto hold office from the conclusion of the 23rd AGM held on 17th August2019 until the conclusion of the 28th AGM to be held in the year 2024.

The observations of the Auditors in their Report on Accounts and the FinancialStatements read with the relevant notes are self-explanatory.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act the Board of Directors appointedShri Namo Narain Agarwal Company Secretary in Practice as Secretarial Auditor to carryout Secretarial Audit of the Company for the Financial Year 2021-22.

The Report given by him for the said Financial Year in the prescribed format is annexedto this Report as Annexure 'D'. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

(c) Cost Auditor and Cost Audit Report

M/s HMVN & Associates Cost Accountants conducted the Audit of cost records of theCompany for the Financial Year ended 31st March 2021 and as required CostAudit Report was duly filed with the Ministry of Corporate Affairs Government of India.The Company has duly maintained requisite Cost Records pursuant to Section 148(1) of theAct.

The Audit of the Cost Records of the Company for the Financial Year ended 31stMarch 2022 is being conducted by the said Firm and the Report will be duly filed.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public.

PARTICULARS OF REMUNERATION

Disclosure of the ratio of the remuneration of each Director to the median employee'sremuneration and other requisite details pursuant to Section 197(12) of the Act read withRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed to this Report as Annexure 'E'.

Further particulars of employees pursuant to Rule 5(2) & (3) of the above Rulesform part of this Report. However in terms of provisions of Section 136 of the Act theReport and Accounts are being sent to all the Members of the Company and others entitledthereto excluding the said particulars of employees. The said information is availablefor inspection at the Registered Office of the Company during business hours on workingdays upto the ensuing AGM. Any Member interested in obtaining such particulars may writeto the Company Secretary.

EXTRACT OF ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Companies Act2013 (Act) read with Rules made thereunder is available on the website of the Company andcan be accessed at https://bit.lv/3MRihPB

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Act Shri Shrivats Singhania (DIN: 02359242) retires byrotation at the ensuing Annual General Meeting of the Company (AGM) and being eligible hasoffered himself for reappointment. The Board recommends his reappointment.

The first term of office of Amb. Bhaswati Mukherjee (DIN:07173244) Shri Vinit Marwaha(DIN: 00051403) and Shri Surendra Malhotra (DIN: 00271508) as Independent Directors of theCompany shall determine on 23rd January 2023 9th May 2023 and 29thJune 2023 respectively. They are eligible for re-appointment as Independent Directors ofthe Company for a second term of upto five consecutive years. Based on the recommendationof the Nomination and Remuneration Committee the Board of Directors has recommended forthe approval of the Members through Special Resolutions in the ensuing AGM re-appointmentof Amb. Bhaswati Mukherjee Shri Vinit Marwaha and Shri Surendra Malhotra as IndependentDirectors of the Company for a second term as mentioned in the AGM Notice forming part ofthe Company's Annual Report 2021-22. In the opinion of the Board they possesses requisiteexpertise integrity proficiency and experience. Relevant details are given in theAnnexure to the Notice of the AGM.

The Board has taken on record the declarations and confirmations received from all theIndependent Directors of the Company regarding their independence pursuant to Section 149of the Act and Regulation 16 of Listing Regulations.

The Members at the AGM held on 19th August 2021 had approved re-appointmentof Shri Naveen Kumar Sharma as Whole-time Director for a further term of three yearsw.e.f. 1st October 2021.

There were no other changes in the Directors/Key Managerial Personnel of the Companyduring the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year under review there were no significant and material orderspassed by the Regulators or Courts or Tribunals which would impact the going concernstatus of the Company and its future operations.

CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review there was no change in the nature of businessof the Company.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations the Business ResponsibilityReport of the Company for the Financial Year ended 31st March 2022 in theprescribed format giving an overview of the initiatives taken by the Company from anenvironmental social and governance perspective is given in a separate section of theAnnual Report and forms a part of it.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the highest standards of corporate governancepractices. Pursuant to Regulation 34 of the Listing Regulations Corporate GovernanceReport and Auditors' Certificate regarding compliance of conditions of CorporateGovernance are made a part of this Annual Report. The Corporate Governance Report alsocovers the following:

(a) Particulars of the four Board Meetings held during the Financial Year under review.

(b) Salient features of the Nomination and Remuneration Policy.

(c) The manner in which formal annual evaluation of the performance of the Board ofDirectors its Committees and of individual Directors has been made.

(d) The details with respect to composition of Audit Committee and establishment ofVigil Mechanism.

(e) Details regarding Risk Management Committee.

(f) Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

(g) Dividend Distribution Policy.

COMPLIANCE OF SECRETARIAL STANDARDS

Based on the Secretarial Audit Report of the Secretarial Auditor the Company has dulycomplied with the applicable Secretarial Standards on Meetings of the Board of Directorsand General Meetings issued by the Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Act your Directors state that:-

(a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) such accounting policies have been selected and applied consistently and judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the Financial Year and of the profit andloss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the said Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the Company have been laid downand that such internal financial controls are adequate and were operating effectively;

(f) the proper systems to ensure compliance with the provisions of all applicable lawshave been devised and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued support andcooperation received from various State Governments. The Directors also thank theFinancial Institutions Banks Shareholders Suppliers Dealers and in particular thevalued Customers for their trust and patronage. Your Directors record their appreciationfor the dedication and hard work put in by 'Team-UCWL' which has enabled the Company tocontinue to grow stronger in these challenging times. Last but not the least theDirectors also wish to place on record their sincere gratitude towards JK Lakshmi CementLimited our Holding Company and Hansdeep Industries & Trading Company Limited ourFellow subsidiary for all the financial technical marketing and operational assistanceextended by them.

CAUTIONARY STATEMENT

The Directors' Report & Management Discussion and Analysis contains forward-lookingstatements which may be identified by the use of words in that direction or connotingthe same. All statements that address expectations or projections about the futureincluding but not limited to statements about your Company's strategy for growth productdevelopment market positions expenditures and financial results are forward lookingstatements.

Your Company's actual results performance and achievements could thus differmaterially from those projected in such forward looking statements. The Company assumes noresponsibility to publicly amend modify or revise any forward-looking statements on thebasis of any subsequent development information or events.

On behalf of the Board of Directors
Place:New Delhi Vinita Singhania
Date: 17th May 2022 Chairperson

#MDEnd#

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