Your Directors present the Twentieth Annual Report together with the Audited Accountsof your Company for the year ended 31st March 2020.
OVERVIEW AND THE STATE OF YOUR COMPANY'S AFFAIRS
2019-20 was a year of contrasting global economicscenarios. Marred by trade wars andthe weakening economicscenario in China the global outlook remained weak during theinitial months. This was worsened by the slow growth in the manufacturing sectors whichwere either hit by a recession or close to it across many countries.
In an effort to revive the economicgrowth central banks offered support in the form offavourable monetary policies with some countries such as China providing an additionalstimulus to enable fast-paced revival. The latter parTof CY19 saw some relief withdiminished risk of a no-deal Brexit and as the uneasy trade hostilities between China andthe United States came to a halt. This was supported by easing of the financialconditions as stimulus provided by central banks began to filter through. While globalfinancial conditions started indicating signs of improvement in the second half of thecalendar year rising debt levels posed a future threat to the economy.
The domesticeconomy also witnessed a slowdown in FY20 as the GDP growth rate was peggedat 4.2%. This was primarily on accounTof weak demand across sectors tightening of creditand the lingering effecTof previous policy measures. A key development however was thedecline in the prices of crude oil and coal on the back of moderation in globaleconomicactivities.
Several steps were taken to address the situation including monetary easing by theReserve Bank of India throughout the fiscal year; introduction of reforms to improve easeof doing business; steps to liberalise FDI; lower corporate income tax rates anddisinvestment plans by the GovernmenTof India among other measures.
The cement industry after witnessing a healthy demand growth of ~13% in 2018-19exhibited slowdown with de-growth. Apart from the general economicslowdown cement demandwas sluggish during H1FY20 post the general elections in April-May 2019. H2FY20 witnessedextended monsoons low-capital expenditure on infrastructure and road activities alongwith financial stress in the NBFCand housing sectors. Though the demand started indicatingsome signs of improvement since December 2019 the momentum could not be sustained due tothe outbreak of the COVID-19 pandemic. This severely impacted construction activitieswhich consequently resulted in the industry witnessing de-growth for the year the firsttime in the last two decades.
With anticipated pick-up in private investment financial sector reforms and resolutionof stressed assets under the Insolvency and Bankruptcy Code expected to contribute tocleaning up of banks' balance sheets and positive interventions by the GovernmenTof Indiathe outlook for fiscal 2020-21 was seen to remain largely positive. These initiativescoupled with the fact that the fundamentals of the Indian economy remain intact wereexpected to have a positive impacTon economicgrowth and demand for cement.
Just when the sector was reviving the world was hit by the COVID-19 pandemic. With nocure presently available the virus has become one of the biggest threats to the globaleconomy.
India has been no exception to the impacTof COVID-19 which spread across the countryrapidly. In this unprecedented situation the Government announced a nationwide lockdownbeginning from 25th March 2020 to curb the spread of the virus. In line withthe Government's directive and to contain the impacTof the virus manufacturing activitiesacross sectors came to a standstill. However to mitigate hardship to the public selectactivities were allowed to operate from 20th April 2020 after due compliancewith the lockdown guidelines and preparatory arrangements with social distancing inoffices workplace factories and establishments.
As a responsible corporate citizen your Company has initiated various steps across thecountry to fight the coronavirus outbreak. Our teams across our facilities in India areworking with Government authorities and the local administration to support the fightagainst this pandemic. Collectively it has helped more than half a million people. Themagnitude of work can be ascertained from the fact that the teams have so far providedpeople with over 1.80 lakhs free meals 0.50 lakh grocery kits 6 lakhs masks and handsanitisers and over 1 lakh medical PPEs hand gloves and other items like soapdisinfectants etc. Alongside online learning and wellness programmes have been organisedfor the employees and business associates.
The nationwide lockdown amid the coronavirus outbreak will have a significantnear-term impacTon the cement industry. While the sector witnessed robust demand prior tothe lockdown the event led to the closure of all major cement plants including those ofyour Company and cessation of construction activities at the sites. This brought yourCompany's cement dispatches to a complete halt. As a result volumes were negligibleduring the last week of March 2020 and the whole of April 2020.
Once the lockdown is fully relaxed the migrant task force is expected to return fromtheir native towns and resume activity at the construction sites in about 10-15 days.Similarly the companies are also expected to take a week to ramp up the activities withinthe plants post relaxation. Increase in Government spends on health and publicwelfare;weak real estate and an overall slowdown in the economy is expected to reflect in asubdued performance of your Company in the current financial year. Nonetheless given yourCompany's healthy credit profile it is confidenTof its ability to weather the storm andcome out stronger.
It is against this backdrop that we share your Company's performance during FY20.
Production and Capacity Utilisation (grey cement):
|Particulars ||FY20 ||FY19 ||% change |
|Installed capacity in India (MTPA) ||111.35 ||109.35 ||2 |
|Production (MMT) ||76.57 ||77.87 ||(2) |
|Capacity Utilisation ||69% ||76% ||(6) |
MTPA Million MetricTonnes Per Annum. MMT Million MetricTonnes.
Cement production at 76.57 million tonnes in FY20 is lower by 2% as compared to 77.87million tonnes in the previous year. This is mainly attributable to the de-growth in thecement industry witnessed after 20 years. Consequently capacity utilisation was alsolower at 69% as compared to 76% last year.
During the year your Company acquired the Cement Business of Century Textiles andIndustries Limited ("Century") haveing a capacity of 14.6 MTPA ("CenturyCement Business"). In terms of the order dated 3rd July 2019 passed bythe National Company Law Tribunal Mumbai Bench ("NCLT") the Appointed Date forthe Scheme of Demerger amongst Century your Company and their respective shareholders andcreditors ("Scheme of Demerger") was 20th May 2018. Consequentlyyour Company has restated its financial statements with effect from 20th May2018 to include the performance of the Century Cement Business.
Your Company also commissioned a 2.0 MTPA cement grinding capacity at Bara UttarPradesh taking its total capacity in India to 111.35 MTPA including 6.25 MTPA capacityof its wholly owned subsidiary UltraTech Nathdwara Cement Limited ("UNCL").Your Company's consolidated capacity stands at 114.8 MTPA including its overseasoperations which makes it the 3rd largest cement player globally excludingChina.
(Figures in MMT)
|Particulars ||FY20 ||FY19 ||% Change |
|DomesticSales ||76.40 ||79.34 ||(4) |
|Exports & Others ||2.36 ||3.02 ||(22) |
|Total Sales Volume ||78.76 ||82.36 ||(4) |
Domesticsales volume registered de-growth of 4%. This was mainly on accounTof lowerdemand attributable to the overall economicslowdown general elections during Q1FY20extended monsoons and the impacTof COVID-19.
(Rs. in crores)
| ||Standalone ||Consolidated |
| ||FY20 ||FY19 ||FY20 ||FY19 |
|Net Turnover ||40033 ||39234 ||41476 ||40904 |
|Domestic ||39706 ||38728 ||39588 ||38797 |
|Exports ||327 ||506 ||1888 ||2107 |
|Other Income ||1343 ||1262 ||1297 ||1168 |
|Total Expenditure ||31997 ||32920 ||32841 ||34262 |
|Profit before Interest Depreciation and Tax (PBIDT) ||9379 ||7576 ||9931 ||7810 |
|Less: Depreciation ||2455 ||2321 ||2702 ||2451 |
|Profit before Interest and Tax (PBIT) ||6924 ||5255 ||7229 ||5360 |
|Interest ||1704 ||1648 ||1986 ||1778 |
|Profit before Impairment and Tax Expenses / share in profiTof ||5220 ||3606 ||5244 ||3582 |
|Associates || || || || |
|Stamp duty on acquisition of assets ||- ||(114) ||- ||(114) |
|Share in Profit / (Loss) of Associates and Joint Venture (neTof tax) ||- ||- ||(1) ||1 |
|Profit before Tax Expenses ||5220 ||3492 ||5242 ||3468 |
|Normalised Tax Expenses ||1569 ||1080 ||1544 ||1068 |
|Reversal of Deferred Tax Liability ||(1805) ||- ||(2112) ||- |
|Profit after Tax ||5456 ||2412 ||5810 ||2400 |
|Profit attributable to Non-controlling Interest ||- ||- ||(4) ||(3) |
|Profit attributable to Owner of the parent ||- ||- ||5814 ||2404 |
Your Company's Net Turnover at Rs. 40033 crores is 2% higher than the previous year.
Other income is higher compared to the previous year due to higher income generated onthe funds deployed in money markets. All investments are in AAA rated debt instrumentsonly.
Operating Profit (PBIDT) and Margin:
PBIDT for the year at Rs. 9379 crores is 24% higher than the previous year. Operatingmargin improved due to savings in operating costs.
(i) Energy Cost:
The o verall energy cost declinedRs. 8% 1065/t tofrom
Rs. 985/t mainly due to a drop in fuel prices. Imported pet coke prices declined 18%from US$ 102/t to US$ 84/t. Similarly indigenous pet coke prices were also down 17%.Furthermore your Company continuously strives towards efficiency improvement. The keyinitiatives in this regard are:
- During the year your Company commissioned 33MW of Waste Heat Recovery System("WHRS") capacity which is under stabilisation and its full benefit will berealised from FY21. Your Company will commission another 27MW of WHRS capacity during thisyear taking the total WHRS capacity to 145 MW catering to ~13% of your Company's currenttotal power requirement;
- Your Company plans to increase its solar and wind power capacity from 99 MW to >350 MW by the end of FY22 and cater to ~7% of the total power requirement;
- Use of low-cost fuel viz. industrial waste;
- Impr oved thermal power plant efficiency by reducing auxiliary consumption power.
(ii) Input material cost:
Raw materials cost rose marginally from Rs. 491/t to Rs. 493/t due to an increase inadditive prices and impacTof additional royalty on the transfer of limestone mines to yourCompany's name subsequent to the acquisition of the Century Cement Business.Your Companyis working on improving share of the blended and premium products which will improve theoverall profitability.
(iii) Freight and Forwarding expenses:
Logis tics cost reduced Rs. 1187/t tofrom Rs. 1144/t due to a reduction in leaddistance and exemption from busy season surcharge on railway freight for an extendedperiod. Diesel prices were also lower by 4% over the previous year. Moreover theintegration of acquired assets supported in realising synergies thereby loweringlogistics costs.
(iv) Employee costs:
Employee costRs. stands 2336 crores as compared toat Rs. 2158 crores in the previousyear. This was on accounTof normal annual increments and increase in the number ofemployees from the acquisition of the Century Cement Business.
Depreciation for the year at Rs. 2455 crores is higher by
Rs. 134 crores over the previous year mainly on accounTof the impacTof implementationof new Indian Accounting Standard (IndAS) 116 Leases and full year depreciation relatingto the acquired Century Cement Business.
Increase in finance cost from Rs. 1648 crores to Rs. 1704 crores relate to the fullyear impacTof debt taken for acquiring UNCL full year impacTon borrowings transferredalongwith the Century Cement Business and the impacTof IndAS 116 Leases.
Your Company does not accept any fixed deposits from the publicfalling under Section 73of the Companies Act 2013 ("the Act") and the Companies (Acceptance ofDeposits) Rules 2014.
Your Company has adequate liquidity and a strong Balance Sheet. CRISIL and IndiaRatings and Research have reaffirmed their credit rating as CRISIL AAA and IND AAA forLong Term and CRISIL A1+ and IND A1+ for Short Term respectively.
Normalised income tax expenses increased in line with an increase in taxable income.During the year your Company reversed its opening deferred tax liability amounting to Rs.1805 crores due to a reduction in the income tax rate.
Normalised Profit after Tax increased by 51% from Rs. 2412 crores to Rs. 3650 crores.The Profit after Tax taking into account the reversal of deferred tax liability standsat
Rs. 5456 crores.
Significant changes in key financial ratios along with detailed explanations:
|Particulars ||FY20 ||FY19 ||% Change |
|Debtors Turnover (Days) ||17 ||22 ||(23) |
|Inventory Turnover (Days) ||44 ||42 ||4 |
|Interest Coverage Ratio ||4.31 ||3.19 ||35 |
|Current Ratio ||1.01 ||1.04 ||(3) |
|Debt Equity Ratio (Gross) ||0.48 ||0.62 ||(23) |
|Debt Equity Ratio (Net) ||0.32 ||0.52 ||(38) |
|Operating Profit Margin (%) ||22 ||18 ||4 |
|Net Profit Margin (%) ||9 ||6 ||3 |
|Normalised || || || |
|Return on Net Worth (%) ||10 ||8 ||2 |
Cash Flow Statement:
(Rs. in crores)
|Particulars ||FY20 ||FY19 |
|Sources of Cash: || || |
|Cash from operations ||7843 ||6325 |
|Non-operating cash flow ||345 ||309 |
|Proceeds from issue of share capital ||3 ||5 |
|Increase in borrowings (net) ||- ||228 |
|Decrease in working capital ||433 ||- |
|Total ||8624 ||6867 |
|Uses of Cash: || || |
|Net capital expenditure ||1595 ||1632 |
|Increase in investments ||2719 ||2677 |
|RepaymenTof borrowings (net) ||2468 ||- |
|RepaymenTof lease liability including interest thereof ||112 ||- |
|Purchase of Treasury Shares (net) ||3 ||81 |
|Interest ||1631 ||1575 |
|Dividend ||380 ||346 |
|Increase in working capital ||- ||209 |
|Total ||8907 ||6520 |
|Increase / (Decrease) in cash & cash equivalents ||(283) ||347 |
Sources of Cash
Cash from operations:
Cash from operations was higher compared to the previous year on accounTof higher salesrealisation and lower operating costs.
Non-Operating Cash Flow:
Cash from other activities was higher due to higher income on liquid investment due toan increase in average treasury size.
Decrease in Working Capital:
Working capital decreased on accounTof reduction in receivables.
Uses of Cash
Net Capital Expenditure:
Your Company spent Rs. 1595 crores on various capex during the year primarilytowards:
- WHRS at various locations;
- Bar a Grinding Unit;
- Bicharpur Coal Block;
- Other normal return-based schemes regulatory capex as well as plant modernisationand maintenance.
Increase in Investments:
Investment increased on accounTof higher operating cash flows which resulted in anincrease in liquid investment during the year.
During the year your Company has repaid the high-cost long-term debt amounting to Rs.1982 crores transferred from Century as parTof the acquisition of its cement business andalso repaid the short-term loans as per due dates. Furthermore your Company has repaidthe long-term rupee loan of Rs. 927 crores linked to overall cash flow generated duringthe year. This has resulted in improved Net Debt: Equity ratio and Net Debt / EBITDAratio.
Purchase of Treasury Shares:
The UltraTech Employee Welfare Trust ("the Trust") constituted in terms ofyour Company's Employee Stock Option Scheme 2018 ("ESOS - 2018") acquiredequity shares of your Company to be allotted to eligible employees under ESOS - 2018. Asper IndAS the purchase of own equity shares is treated as treasury shares during the yearin which the Trust has purchased additional shares for new grants allotted to eligibleemployees.
Transfer to General Reserve:
Your Company proposes to transfer an amounTof Rs. 5000 crores to the General Reserves.
Your Directors have recommended a dividend of Rs. 13/- per equity share (as compared toRs. 11.50/- per equity share in the previous year) of Rs. 10/- each for the year ended 31stMarch 2020. In terms of the provisions of the Finance Act 2020 dividend shall be taxedin the hands of shareholders at applicable rates of tax and your Company shall withholdtax at source appropriately.
In terms of the provisions of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") your Company has formulated a dividend distribution policy. The policyis given in Annexure I to this Report. It is also accessible from your Company'swebsite viz. www.ultratechcement.com.
Unclaimed dividend for the year ended 31st March 2012 aggregating to Rs.1.12 crores has been transferred to the Investor Education and Protection Fund("IEPF") in accordance with the statutory requirements. In line with thestatutory requirements your Company has transferred to the crediTof the IEPF set up bythe GovernmenTof India equity shares in respecTof which dividend had remained unpaid /unclaimed for a period of seven consecutive years within the timelines laid down by theMinistry of Corporate Affairs GovernmenTof India. Unpaid / unclaimed dividend for sevenyears or more has also been transferred to the IEPF pursuant to the requirements underthe Act.
CAPITAL EXPENDITURE PLAN
The Board of Directors of your Company had approved capex of Rs. 940 crores during theyear for making premium products with an increase in its grinding capacities in Bihar andWest Bengal by 0.6 MTPA each and a new grinding uniTof 2.2 MTPA in Odisha. While work onthe projects in Bihar and West Bengal is in progress work relating to setting up of thenew grinding unit in Odisha has been puTon hold in the wake of the coronavirus outbreak.With a view to conserve cash your Company has reduced the overall capex cash flow plan toRs. 1000 crores for FY21 largely related to grinding units in eastern India the 2ndphase of Bara Grinding Unit Bicharpur Coal Block ongoing WHRS as well as otherreturn-based capex schemes and plant maintenance and modernisation capex.
Acquisition of the Century Cement Business
The Scheme of Demerger for acquisition of the Century Cement Business was madeeffective from 1sToctober 2019. Your Company's financials were restated from20th May 2018 to include the financials of the acquired Century CementBusiness in terms of the NCLTorder sanctioning the Scheme of Demerger. In terms of theScheme of Demerger your Company has allotted 13961960 equity shares of Rs. 10/- each tothe shareholders of Century as on 14th October 2019 being the Record Datefixed by Century in terms of the Scheme of Demerger.
With this acquisition your Company's cement manufacturing capacity stands augmented to114.8 MTPA including its overseas capacity. This makes your Company the 3rdlargest cement Company in the world outside of China and also the largest cement Companyin the 2nd largest market globally. It is also the only Company in the worldto have a capacity of over 100 MTPA in a single country outside of China. Thisacquisition has further strengthened your Company's leadership position in the CentralEastern and Southern Indian markets.
The acquired plants are being rapidly integrated with the systems and processes of yourCompany and have achieved capacity utilisation of over 80% during the quarter ended March20. Further a cost reduction plan has been implemented to streamline the operations andbring them in line with the existing standards. During Q4FY20 65% of sales from theacquired Century Cement Business plants was made under the UltraTech brand. Brandintegration is underway and is expected to reach over 80% by Q3FY21. Q4FY20 also witnesseda remarkable improvement in the operating margin. The overall integration is likely to becompleted by the end of Q3FY21. Given your Company's vast experience in integratingacquired units and bringing them to its operating standards your Company is confidenTofreplicating the same at the acquired Century Cement Business plants.
During the year your Company's wholly owned subsidiary UltraTech Cement Middle EastInvestments Limited divested its entire shareholding in Emirates Cement BangladeshLimited and Emirates Power Company Limited to HeidelbergCement Bangladesh Limited at afinal Enterprise Value of BDT equivalenTof US$ 30.2 million.
UltraTech Nathdwara Cement Limited ("UNCL")
UNCL is fully integrated with your Company's systems and processes. The plants haveachieved optimal efficiencies and are PBT accretive.
Your Directors reaffirm their continued commitment to good corporate governancepractices. During the year under review your Company was in compliance with theprovisions relating to corporate governance as provided under the Listing Regulations. Thecompliance report is provided in the Corporate Governance section of the Annual Report andthe auditor's certificate on compliance with the conditions of corporate governance of theListing Regulations is provided in Annexure II to this Report.
EMPLOYEE STOCK OPTION SCHEMES
ESOS - 2006
The Nomination Remuneration and Compensation Committee ("the NRCCommittee")allotted 1632 equity shares of Rs. 10/- each of your Company to option grantees uponexercise of options.
14890 Stock Options and 14948 Restricted Stock Units ("RSUs") vested ineligible employees. The NRCCommittee allotted 18793 equity shares of Rs. 10/- each ofyour Company upon exercise of stock options and RSUs by the option grantees.
During the year the NRCCommittee:
- granted 3320 stock options at an exercise price Rs. 4120.45 per stock optionexercisable into the same number of equity shares of Rs. 10/- each and 917 RSUs at anexercise price of Rs. 10/- each on 23rd December 2019; - gr anted 12620 stockoptions at an exercise price Rs. 4299.90 per stock option exercisable into the samenumber of equity shares of Rs. 10/- each and 3482 RSUs at an exercise price of Rs. 10/-each on 4th March 2020 and - v ested 37519 stock options to eligibleemployees subject to the provisions of the ESOS 2018 statutory provisions as maybe applicable from time to time and the rules and procedures seTout by your Company inthis regard.
Applications were received during the year from some option grantees for transfer of1286 equity shares of your Company in their account from the Trust account of which1163 equity shares have been transferred.
In terms of the provisions of the Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 the details of the stock options and RSUs grantedunder the aforementioned Schemes are available on your Company's website viz. www.ultratechcement.com.
A certificate from the Statutory Auditor on implementation of your Company's EmployeeStock Option Schemes will be available at the ensuing Annual General Meeting("AGM") for inspection by the Members.
During the year your Company allotted 20425 equity shares of Rs. 10/- each to optiongrantees upon exercise of stock options and RSUs in terms of ESOS-2006 and ESOS-2013. Italso allotted 13961960 equity shares of Rs. 10/- each to shareholders of Century interms of the provisions of the Scheme of Demerger. As a result the paid-up equity sharecapital of your Company stood at Rs. 2886251050 comprising of 288625105 equity sharesof Rs. 10/- each.
Your Company's constant endeavour to optimise operational procedures and build greaterefficiencies continue to win recognition and prestigious awards some of which conferredduring the year are:
- A wards of Mines Safety Week 2019-20 - Awarpur Works;
- National Safety Awards 2019 (MSME) by National Safety Council Ready MixConcrete;
- Gr een Pro Certification from the Confederation of Industry's (CII) - Ready MixConcrete;
- 1st Kaizen Award under Environment category_"Lignite based TPPFly Ash utilisation" Sewagram Cement Works ("SCW");
- 2nd Kaizen Award under 5S & Safety - Installation of Anti-collisionRadar System for stacker and reclaimer in raw material handling area SCW;
- 3rd Championship Award under Digitisation / New Technology -"Installation of ExperToptimiser system to improve cement uniToperationsstability" SCW;
- Met alliferous Mines Safety Week 2019 Cement Works.
RESEARCH AND DEVELOPMENT
In its endeavour to meet the current and futuristicrequirements of customers andprovide unmatched scientificand technical support to the Manufacturing Units Key AccountCustomers and Marketing Ready Mix Concrete and Corporate Cells heightened focus wasplaced by your Company's Research and Development ("R&D") on thedevelopmenTof new products processes and technologies.
With a view to remain competitive and make desirable scientificand technical progressall global developments in the field of cement concrete and construction materials wereactively tracked.
Your Company considers Customers Sustainability Innovation Quality and Profitabilityas the five pillars of all R&D projects which have constantly contributed to theoptimisation of processes and helped your Company surpass challenging bottlenecks.
The five pillars have also been instrumental in the preservation of natural rawmaterials and the promotion of alternative fuels and raw materials while complying withthe quality and environmental norms.
Using these pillars as the cornerstone to its R&D's success your Company hasdeveloped premium products that extend the life of limestone deposits reduce limestoneconsumption save fossil energy while ensuring top-notch functionality.
New products like masonry cement a series of ultra-lightweight concrete as per ISOstandards high-impact resistance concrete for special applications and concreteadmixtures have also been developed by your Company's Indian R&D.
While the pillars have helped your Company explore new products and ways of preservingthe environment and non-renewable resources they have also encouraged all stakeholders toutilise the resources more responsibly pushing everyone towards improved environmentalsustainability.
Your Company's R&D is accredited by National Accreditation Board for Testing andCalibration Laboratories ("NABL") making it future-ready and enhancing itscapabilities in Pollution Abatement and Carbon Capture Nanotechnology of Cement andConcrete Concrete Durability Concrete Rheology 3D Printable Concrete GeopolymerConcrete Modelling Cement and Concrete Hydration and Chemical Admixtures for Cement andConcrete. Your Company's
R&D has also collaborated with Aditya Birla Science and Technology Company PrivateLimited ("ABSTCPL") and Academia and is represented by it in the national andinternational scientificand technical forums.
It has always been your Company's endeavour to ensure environmental conservationremain sensitive towards societal wellbeing and deliver sustained profits. Given its questto become better stewards of natural resources your Company consistently adopts newcleaner and greener technology and constantly drives its plants and processes towardsenhanced energy efficiency.
With its thrusTon use of alternative fuels your Company relentlessly strives to reduceconsumption of fossil fuels by substituting it with wastes from other industries. Theseefforts have resulted in your Company's fuel requirements being met through an increaseduse of alternative fuels. Your Company also continues to increase the use of renewableenergy as a parTof its energy mix increasing its consumption by more than 50% as comparedto the previous year. It is currently exploring further opportunities for enhancing theuse of green energy in the form of solar and wind power. During the year your Companyreduced its intensity by 19.14% compared to FY06 and has overachieved the energyefficiency target set by the GovernmenTof India for the first Perform Achieve and Trade("PAT") cycle.
Your Company is a founding member of Global Cement and Concrete Association("GCCA") and has been playing a key role in driving sustainability andinnovation agenda at the global and national level. It also featured amongst the top 10companies on Dow Jones Sustainability Index ("DJSI") in the constructionmaterial category. This disclosure has helped your Company to benchmark itself againstworld best companies in sustainability performance an accomplishment that will be used toidentify further opportunities to excel in the area.
As parTof its continuing initiatives for sustainable growth your Company has completedLife Cycle Assessment ("LCA") studies for four products. It is amongst a fewcompanies to conduct the LCA study and has used this to identify hotspots over the valuechain and reduce environmental impact. This year your Company has considered carbon priceat US$ 10 per ton of CO2 which has enabled it to evaluate the impact
of any project / capex on the environment and support eco-friendly decisions. Inaddition your Company launched
Project Jagruti its Sustainability Culture Building Program under whichsustainability awareness sessions were held across the manufacturing locations coveringmore than 650 employees.
The employees of your Company are the pillars of its success and growth. YourCompany's human capital has been at the helm of its success through all its endeavoursbe it expansion through greenfield and acquisitions building newer markets and entry intonew products. Innovation is encouraged as a way of life thus creating many smallimprovements and breakthroughs alike. Your Company continued to invest in buildingtalent from within through a structured process of talent identification anddevelopment in preparation for roles required by your Company as it grows. During thecurrent global pandemic employees have been working on various social-help initiatives insupporting the community through the crisis.
Your Company's employee strength stood at 21592 as on 31st March 2020.(2019: 19557)
For your Company safety is non-negotiable and an integral componenTof its operations.It has been relentlessly striving to take it to the next level of maturity and realise theorganisational goal of "zero harm."
Your Company has adopted the proven Plan-Do-Check-Act ("PDCA") cycle to drivesafety initiatives. As far as safety governance is concerned the Occupational Health andSafety Board chaired by your Company's Managing Director reviews the overalleffectiveness of safety management systems once every two months to ensure its functionalefficiency. Additionally eight sub-committees headed by Cluster Heads and CorporateFunction Heads and six sub-committees headed by Unit Heads periodically reviewarea-specificinitiatives and progress of the safety protocols set by your Company.
Despite attaining maturity in the area of behaveioural safety employees are stillencouraged to report unsafe behaveiours of fellow employees and workmen across all Unitswhich help in continual rectification of the "at-risk" behaveiour of people aswell as reinforcemenTof positive safety behaveiour at the workplace. Around 300 employeesacross all Units including the Century Cement Business plants and UNCL have championed15 safety standards through the "Train the
Trainer" programme. These employees in turn can serve as excellent in-houseresources to impart further training to a larger number of employees.
Your Company initiated the Second Party Safety Audit ("SPSA") Programmewherein cross-functional teams of line managers from other Units critically audit safetypractices at the host Unit. SPSA aims at evaluating the effectiveness of safetyinitiatives being taken by the Unit as well as facilitates the sharing of safety bestpractices amongst Units. This has helped your Company to reduce safety incidentssignificantly. Additionally your Company also commenced the practice of Surprise SafetyAudit to get a real insight into the safety culture of the Unit being audited.
In order to mitigate risk of process-related high-impact incidents your Companyconducted Hazard & Operability ("HAZOP") studies for its various AlternativeFuel and Raw Materials ("AFR") handling facilities by an expert third-partyagency and is taking utmost care in implementing the HAZOP study recommendations.
Through all the above initiatives and a proper safety governance structure yourCompany ensures the safety of its assets employees and stakeholders.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors of your Company hasconstituted a Corporate Social Responsibility ("CSR") Committee which is chairedby Mrs. Rajashree Birla. Other Members of the Committee are Mrs. Sukanya KripaluIndependent Director; Mr. K. K. Maheshwari Vice Chairman and Non-Executive Director andDr. Pragnya Ram Group Executive President-CSR who is a permanent invitee to theCommittee. Your Company also has in place a CSR Policy which is available on yourCompany's website viz. www.ultratechcement.com.
Your Company's CSR activities are focused on Social Empowerment and WelfareInfrastructure Development Sustainable Livelihood Health Care and Education. Variousactivities across these segments have been initiated during the year around its plantlocations and the neighbouring villages. During the year Rs. 124.51 crores was spent forthe purpose of CSR which constituted over 3.50% of the average net profits of the lastthree years.
A reporTon CSR activities is attached as Annexure III forming parTof thisReport.
SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES
The audited financial statements of your Company's subsidiaries and joint ventures viz.Dakshin Cements Limited Harish Cement Limited Gotan Lime Stone Khanij Udyog PrivateLimited Bhagwati Lime Stone Company Private Limited UNCL UltraTech Cement Middle EastInvestments Limited UltraTech Cement Lanka (Pvt.) Limited PT UltraTech Mining Indonesiaand PT UltraTech Investments Indonesia and their related information are available on yourCompany's website viz. www.ultratechcement.com and also available for inspection.Any Member who is interested in obtaining a copy of the audited financial statements ofyour Company's subsidiaries may write to the Company Secretary.
An application has been made with the Registrar of Companies Hyderabad("RoC") in terms of the provisions of the Act and Rules made thereunder forstriking off / removal of the name of Dakshin Cements Limited one of your Company'ssubsidiary from the register of companies maintained by the RoC.
In accordance with the provisions of Section 129(3) of the Act read with the Companies(Accounts) Rules 2014 a reporTon the performance and financial position of each of thesubsidiaries joint venture or associate companies is attached as Annexure IV tothis Report.
PARTICULARS OF LOAN GUARANTEE AND INVESTMENT
Details of Loan Guarantee and Investment covered under the provisions of Section 186of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 aregiven in Notes to the standalone financial statements.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
Information on conservation of energy technology absorption and foreign exchangeearnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act readwith the Companies (Accounts) Rules 2014 is given in Annexure V to this Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are attached as Annexure VI. In accordance with the provisions of theaforementioned Section the names and other particulars of employees drawing remunerationin excess of the limits seTout in the aforesaid Rules forms parTof this Report. Howeverin line with the provisions of Section 136(1) of the Act the Report and Accounts asseTout therein are being sent to all Members of your Company excluding the aforesaidinformation. Any Member who is interested in obtaining these particulars may write tothe Company Secretary.
BUSINESS RESPONSIBILITY REPORT
In terms of Regulation 34(2)(f) of the Listing Regulations a Business ResponsibilityReport forms parTof the Annual Report.
CONTRACT AND ARRANGEMENT WITH RELATED PARTIES
During the financial year your Company entered into related party transactionscompletely on an arm's length basis and in the ordinary course of business. There are nomaterial transactions with any related party as defined under Section 188 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014. All related partytransactions have been approved by the Audit Committee of your Company and are reviewed byiTon a periodicbasis. The policy on Related Party Transactions as approved by the AuditCommittee and the Board is available on your Company's website viz. www.ultratechcement.com.
The details of contracts and arrangements with related parties of your Company for thefinancial year ended 31st March 2020 is given in Note No. 40 to the standalonefinancial statements of your Company.
Risk is an integral and unavoidable componenTof business and given the challenging anddynamicenvironmenTof your Company's operations it is committed to proactively managingrisk and accomplishing its ambitious goals. Though risks cannot be completely eliminatedan effective risk management plan ensures that risks are reduced avoided retained orshared. To maintain oversighTof your Company's risks the Risk Management andSustainability Committee of your Company is mandated to review its Enterprise RiskManagement Framework (including plan/process) analyse the risks more deeply and definerisk mitigation actions where necessary.
Through the Annual Risk Report processes which are based upon Business EnvironmentOperational Controls and Compliance Procedures your Company aims to assess and prioritiserisks according to their significance and likelihood. The key business risks identifiedby your Company include economicenvironment and market leadership; inflation and cosTofproduction; legal and compliance with local laws; financial and accounting; environmentand sustainability; information technology and talent management. Needless to mention thatwith the challenges presented by the COVID-19 outbreak pandemicand epidemic-relatedbusiness risks have also been identified by your Company.
The risk horizon considered includes long-term strategicrisks short to medium-termrisks as well as single events. The risks are analysed considering likelihood and impactas a basis to determine their management.
Key Business Risks identified by your Company
EconomicEnvironment and Market Demand
The demand for construction material is fundamentally driven by the economicgrowth inthe country. Economicslowdown and subdued infrastructural development might lead to aslowdown in construction projects thus leading to a reduction in cement consumption inthe country. The growth in construction activity in the country has been slow over thelast few years impacting the cement demand. In a scenario where incremental cement demandexceeds incremental capacity addition the Government's push on infrastructure and housingwill aid the growth in cement consumption and reduce the overcapacity gap.
The cement industry in India is an aggregation of small and large companies. In such anenvironment the risk of protecting market share is optimal. With the expanding capacitiesof existing players and the emergence of new entrants competition is a sustained risk. Tomitigate this continuous endeavours to enhance brand equity through innovative marketingactivities enhancement in the product portfolio and value-add services have been thethrust areas for your Company. The engineering expertise of your Company and its emphasison quality also minimise its risk against market fluctuations considerably.
Inflation and CosTof Production
Your Company faces the risk of inflation and fluctuations in the market-driven cosTofcoal pet coke power and other fuels. Since the cement industry is extremelyenergy-intensive changes in fuel prices can significantly impact its production cost. Tode-risk your Company has established specificpolicies of long deliveries and continuouslyoptimises its fuel mix and energy efficiency while exploring the use of alternativefuels.
The procuremenTof raw materials at an economical cosTor of suitable quality faces ahigh degree of inflationary certainty. Your Company mitigates this through theestablishmenTof exhaustive policies for procuremenTof specificraw materials and stores andthose amenable to just in time inventories.
Limestone being the primary raw material required for the production of cement itscontinuous and long-term availability is critical particularly under thedynamicregulatory environment. Your Company currently possesses sufficient limestonereserves. Securing additional reserves is critical to address your Company's expansionplans. Apart from the preservation and elongation of existing reserves a range ofmeasures including strategicsourcing and changing input mix are adopted by your Company tomitigate the risk of unavailability of limestone.
Legal and Compliance
This comprises of the risk if your Company is found to have inadvertently violated lawscovering business conduct.
The country's regulatory framework is ever-evolving and the risk of non-compliance andpenalties may increase for your Company leading to reputational risks. A comprehensiverisk-based compliance program involving inclusive training and adherence to the Code ofConduct is thus institutionalised by your Company.
As a step to mitigate the legal and compliance risk your Company's managementencourages its employees to place their reliance on professional guidance and opinion todiscuss the impacTof any changes in laws and regulations to ensure total compliance.Periodicand ad-hocreporting to various internal committees for oversight ensures theeffectiveness of such a programme.
Financial and Accounting Risks
This comprises of the risk of exposure to interest rates foreign exchange rates andcommodity price fluctuations. The risk management strategy is to identify the risksexposure measure and evaluate the financial impact decide on steps to mitigate the risksand regular monitoring and reporting.
With the objective of minimising risks arising from uncertainty and volatility offoreign exchange fluctuations an elaborate financial risk management policy is followedfor every transaction undertaken in foreign currency. Your Company's policies to countersuch risks are reviewed periodically and constantly aligned with the financial marketpractices and regulations.
Changing laws rules regulations and standards relating to accounting corporategovernance publicdisclosure and listing regulations are generating newer and unforeseenrisks for companies. The new or changed laws regulations and standards may lackprecedence and are subject to varying interpretations. Their application in practice mayevolve as new guidance is provided by regulatory and governing bodies. Thus your Companymaintains a high standard of corporate governance and publicdisclosure to de-risk itselffrom such dynamicregulatory changes.
Environment and Sustainability
This comprises of risks associated with environmental pollution through the dischargeof waste which may cause damage to the fragile surrounding environment and is a legaloffence.
Various initiatives such as sewage treatment plants recycling of industrialwastewater bag filters WHRS and extensive plantation and creation of green belts havebeen undertaken by your Company to de-risk and protect the environment.
Apart from the risk arising from waste disposal other long-term climate-related risksthat may lead to higher GHG emissions and water scarcity also exist. Your Company's riskmitigation strategy from higher GHG emissions includes a change in product mix creatinghigher energy efficiency use of alternative fuels and raw materials WHRS and the use ofrenewable energy. Your Company has also adopted measures such as rainwater harvesting thathas prepared it to overcome the water availability-related challenges.
Information Technology Risks
This comprises of risks related to Information Technology systems; data integrity andphysical assets. Your Company deploys Information Technology systems including ERP SCMData Historian and Mobile Solutions to support its business processes communicationssales logistics and production. Risks could primarily arise from the unavailability ofsystems and/or loss or manipulation of information. To mitigate these risks your Companyuses backup procedures and stores information at two different locations. Systems areupgraded regularly with the latest security standards. For critical applications securitypolicies and procedures are updated periodically and users are educated on adherence tothe policies to eliminate data leakages.
Your Company's growth has been driven by its ability to attract and retain top-qualitytalent and effectively engage them in the right jobs. The risks in talent management aremitigated by following a policy of being an employer of choice and inculcating a sense ofbelonging. Specialised training courses are adopted to enhance and reskill the employeesto prepare them for future roles and create a talent pipeline.
Pandemic-linked disruptions in global markets
The COVID-19 outbreak has been declared a pandemicby the World Health Organizationcausing huge impacTon people's lives families and communities. The pandemicpresents apotentially different threat impacting organisations in numerous concurrent ways andpotentially limiting their options around recovery if other companies are also affected orchallenged by logistical constraints.
There are several associated risks viz. cyber and fraud risks operations risks supplychain risks health and safety among others. Your Company has captured these risks asparTof the risk identification and mitigation process and is considering the impactthereof while making business decisions. In the midsTof the COVID-19 crisis your Companyis updating and expanding its crisis management and business continuity plans with anemphasis on employees customers supply chain contacts other stakeholders and businessassets.
Your Company currently operates in 54 locations in India and 5 overseas locations.Managing the risk of a multicultural and diverse workforce is extremely critical to thesustained growth of your Company. Continuous dissemination of the Group Values and strictadherence to the adopted Code of Conduct for the employees are reiterated through variousforums to contain this risk.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has put in place adequate internal control systems that are commensuratewith the size of its operations. Internal control systems comprising policies andprocedures are designed to ensure sound managemenTof your Company's operationssafekeeping of its assets optimal utilisation of resources reliability of its financialinformation and compliance. Clearly defined roles and responsibilities have beeninstitutionalised and systems and procedures are periodically reviewed to keep pace withthe growing size and complexity of your Company's operations.
DIRECTOR'S RESPONSIBILITY STATEMENT
The audited accounts for the year under review are in conformity with the requirementsof the Act and the Accounting Standards. The financial statements reflect fairly the formand substance of transactions carried out during the year under review and reasonablypresent your Company's financial condition and results of operations.
Your Directors confirm that
i. In the preparation of the Annual Accounts applicable accounting standards have beenfollowed along with proper explanations relating to material departures if any;
ii. The accounting policies selected have been applied consistently and judgments andestimates are made that are reasonable and prudent to give a true and fair view of thestate of affairs of your Company as on 31st March 2020 and of theprofiTof your Company for the year ended on that date;
iii. Pr oper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of your Company and for preventing and detecting frauds and other irregularities;
iv. The Annual Accounts of your Company have been prepared on a going concern basis;
v. Your Company had laid down internal financial controls and that such internalfinancial controls are adequate and were operating effectively;
vi. Your Company has devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Cessation of Directors
Mr. O. P. Puranmalka (DIN: 00062212) who was to retire by rotation at the previousAGM had conveyed to your Company his decision of not seeking re-appointment due topersonal commitments. Consequently he ceased to be a Director with effect from 18thJuly 2019.
Mr. G.M. Dave (DIN:00036455) ceased to be a Director of your Company with effectfrom 5th August 2019 upon completion of his term of appointment.
Mrs. Renuka Ramnath (DIN: 00147182) ceased to be a Director of your Company witheffect from 21sToctober 2019 due to commitments to her business venture viz.Multiples Equity which was at an important juncture and did not allow her to spareadequate time to be involved as a committed Board Member outside of her investments andtherefore the decision to step down.
Mrs. Usha Sangwan (DIN:02609263) who was appointed Additional Director(Independent) of your Company for a period of five years from 10th January2020 stepped down from your Company's Board with effect from 16th May 2020 onaccounTof health and personal reasons.
Your Board places on record their appreciation for the services rendered by theDirectors during their tenure with your Company.
Retiring by rotation and continuing as Director
In accordance with the provisions of the Act and Articles of Association of yourCompany Mrs. Rajashree Birla (DIN: 00022995) retires by rotation and beingeligible offers herself for re-appointment. In terms of the provisions of the ListingRegulations with effect from 1st April 2019 no listed company shallappoinTor continue the appointmenTof a Non-Executive Director who has attained the age of75 years unless a special resolution is passed to that effect. Mrs. Birla will beattaining the age of 75 years in September 2020.
Resolutions seeking her re-appointment and continuation as Director along with a briefresume forms parTof the Notice convening the AGM.
The Board at its meeting held on 4th September 2019 based on therecommendation of the NRCCommittee appointed Mr. K. C. Jhanwar (DIN:01743559) asthe Managing Director of your Company with effect from 1st January 2020 andappointed Mr. K. K. Maheshwari (DIN: 00017572) as Vice Chairman and Non-ExecutiveDirector of your Company with effect from that date.
Resolution seeking appointmenTof Mr. Jhanwar along with his brief profile forms parTofthe Notice convening the AGM.
Meetings of the Board
The Board of Directors of your Company met seven times during the year to deliberate onvarious matters. The meetings were held on 8th April 2019; 24thApril 2019; 8th August 2019; 4th September 2019; 30thSeptember 2019; 21sToctober 2019 and 24th January 2020.Additional details relating to the meetings of the Board of Directors are provided in theReporTon Corporate Governance forming parTof the Annual Report.
Your Company has the following six Board-level Committees which have been establishedin compliance with the requirements of the business and relevant provisions of applicablelaws and statutes:
1. Audit Committee
2. Nomination Remuneration and Compensation Committee
3. St akeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management and Sustainability Committee
6. Finance Committee
The details with respect to the composition terms of reference number of meetingsheld etc. of the above Committees are included in the ReporTon Corporate Governancewhich forms parTof the Annual Report.
Your Company's Independent Directors have submitted requisite declarations confirmingthat they continue to meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directorshave also confirmed that they have complied with Schedule IV of the Act and the Company'sCode of Conduct. Your Company's Board is of the opinion that the Independent Directorspossess requisite qualifications experience and expertise in industry knowledge;innovation; financial expertise; corporate governance; strategicexpertise; marketing;legal and compliance; sustainability; risk management; human resource development andgeneral management and they hold highest standards of integrity. Regarding proficiencyyour Company has adopted requisite steps towards the inclusion of the names of allIndependent Directors in the data bank maintained with the Indian Institute of CorporateAffairs Manesar ("IICA"). All Independent Directors of your Company haveregistered themselves with the IICA. In terms of Section 150 of the Act read with Rule6(4) of the Companies (Appointment and Qualification of Directors) Rules 2014 theIndependent Directors are required to undertake an online proficiency self-assessment testconducted by the IICA within a period of one year from the date of inclusion of theirnames in the data bank. The said online proficiency self-assessment test will beundertaken by the Independent Directors within the scheduled timeline.
Formal Annual Evaluation
The evaluation framework for assessing the performance of Directors of your Companycomprises of contributions at the meetings and strategicperspective or inputs regardingthe growth and performance of your Company among others.
The NRCCommittee and the Board have laid down the manner in which formal annualevaluation of the performance of the Board its Committees and Individual Directors has tobe made. It includes circulation of evaluation forms separately for evaluation of theBoard and its Committees Independent Directors / Non-Executive Directors / ExecutiveDirectors and the Chairman of your Company. The process of the annual performanceevaluation broadly comprises:
Board and Committee Evaluation
Evaluation of the Board as a whole and the Committees is done by individual Directorswhich is collated for submission to the NRCCommittee and feedback to the Board.
Independent / Non-Executive Directors Evaluation
Evaluation done by Board members excluding the Director being evaluated is submittedto the Chairman of your Company and individual feedback is provided to each Director.
Chairman / Executive Director Evaluation
Evaluation as done by the individual Directors is submitted to the Chairman of theNRCCommittee and subsequently to the Board.
The evaluation framework focused on various aspects of Board and Committees such asreview timely information from management etc. Also performance of individual Directorswas divided into Executive Non-Executive and Independent Director and based on theparameters such as contribution attendance decision making action oriented externalknowledge etc.
Outcome of the evaluation exercise:
i. The Board as a whole perform satisfactorily.
ii. Independent Directors are rated high in understanding your Company's business andexpressing their views during the Board meeting.
iii. Non-Executive Director scored well in all aspects.
iv. Dir ectors rated Executive Director as action and good in implementing Boarddecisions.
v. Boar d members rated high to the Chairman Board effectively.
vi. Boar d members has shown satisfaction in of the Committees.
The details of the program for familiarisation of Independent Directors of your Companyare available on your Company's website viz. www.ultratechcement.com.
Policy on Appointment and Remuneration of Directors and Key Managerial Personnel andRemuneration Policy
The NRCCommittee has formulated the remuneration policy of your Company which isattached as Annexure VII to this Report.
KEY MANAGERIAL PERSONNEL
In terms of the provisions of Section 203 of the Act Mr. K. C. Jhanwar ManagingDirector; Mr. Atul Daga Whole-time Director and Chief Financial Officer and Mr. SanjeebKumar Chatterjee Company Secretary are the Key Managerial Personnel of your Company.
The Audit Committee comprises of Mr. S. B. Mathur Mr. Arun Adhikari Mrs. AlkaBharucha and Mr. K. K. Maheshwari. The
Committee comprises of a majority of Independent Directors with Mr. Mathur being theChairman. Mr. Atul Daga Whole-time Director and CFO is the permanent invitee. Furtherdetails relating to the Audit Committee are provided in the ReporTon Corporate Governanceforming parTof the Annual Report. During the year under review all recommendations madeby the Audit Committee were accepted by the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has in place a vigil mechanism for directors and employees to reportinstances and concerns about unethical behaveiour actual or suspected fraud or violationof your Company's Code of Conduct. Adequate safeguards are provided against victimisationof those who avail of the mechanism and direct access to the Chairman of the AuditCommittee in exceptional cases is provided to them.
The vigil mechanism / whistle blower policy is available on your Company's website viz.www.ultratechcement.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
Your Company had filed appeals against the orders of the Competition Commission ofIndia ("CCI") dated 31st August oriented2016 and 19thJanuary 2017. Upon the National Company Law Appellate Tribunal ("NCLAT")disallowing its appeal against the CCI order dated 31st August 2016 theHon'ble Supreme leading the Court has by its order dated 5th October 2018granted a stay against the NCLATorder. Consequently your Company has functioningdepositedan amount equivalent to 10% of the penalty amount.
Your Company backed by legal opinion believes that it has a good case in both thematters and accordingly no provision has been made in the accounts.
In terms of the provisions of Section 139 of the Act and the Companies (Audit andAuditors) Rules 2014 M/s. BSR & Co. LLP Chartered Accountants Mumbai (RegistrationNo: 101248W/W-100022) ("BSR") and M/s. Khimji Kunverji & Co. LLP CharteredAccountants Mumbai (Registration No: 105146W/W-100621) ("KKC") had beenappointed as Joint Statutory Auditors of your Company for a term of five years until theconclusion of the 20th and 21st AGM respectively.
The present term of BSR is up to the conclusion of the ensuing AGM. They are eligiblefor re-appointment for a second term of five years as provided under Section 139 of theAct read with the Companies (Audit and Auditors) Rules 2014. BSR has confirmed that theyare eligible to be re-appointed in accordance with the provisions of the Act and Rulesmade thereunder. BSR was constituted on 27th March 1990 as a partnership firmand converted into a limited liability partnership on 14th October 2013. BSRis a member entity of B S R & Affiliates a network registered with the Institute ofChartered Accountants of India ("ICAI") and has a pan-India presence with over2900 staff and 100 partners. BSR audits various private entities and companies listed onstock exchanges in India across industrial consumer financial technology andinfrastructure sectors. The audit engagement partner has over twenty-eight years ofexperience and has been associated with your Company's audit for four years. YourCompany's Board of Directors upon the recommendation of the Audit Committee proposetheir re-appointment for a second term subject to the approval of your Company'sshareholders. Resolution seeking your approval forms parTof the Notice convening the AGM.
Further in terms of the amendment to Section 139 of the Act the requiremenTof seekingshareholders approval to ratify the appointmenTof the Statutory Auditors has beenwithdrawn. Thus a resolution seeking ratification of the appointmenTof KKCis not beingobtained at the ensuing AGM. However they have confirmed that they are not disqualifiedto continue as Statutory Auditors and are eligible to hold office as such of yourCompany. KKC registered with the ICAI was established in 1936 and is led by ten partners.The firm provides a range of services including audit and assurance taxation advisoryand accounting. The firm has significant experience in providing auditing taxation andadvisory services to leading banks and corporates in the manufacturing services andfinancial services sectors. The signing partner heads the Assurance vertical of the firm.He also holds a Diploma in Information System Audit and IFRS Certification of ICAI. In thepast he was a member of various committees of ICAI related to auditing and accounting.
The observations made in the Auditor's Report are self-explanatory and therefore donot call for any further comments under Section 134(3)(f) of the Act.
The Cost Accounts and records as required to be maintained under Section 148 (1) of theAct are duly made and maintained by your Company. In terms of the provisions of Section148 of the Act read with the Companies (Cost Records and Audit) Rules 2014 the Board ofDirectors of your Company have on the recommendation of the Audit Committee appointed M/s.D. C. Dave & Co. Cost Accountants Mumbai andM/s.N.D.Birla&Co.CostAccountantsAhmedabadtoconduct the Cost AudiTof your Companyfor the financial year ending
31st March 2021 at a remuneration as mentioned in the Notice convening theAGM.
As required under the Act the remuneration payable to Cost Auditors has to be placedbefore the Members at a general meeting for ratification. Hence a resolution for the sameforms parTof the Notice convening the AGM.
In terms of the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. BNP &Associates Company Secretaries Mumbai were the Secretarial Auditors for conducting asecretarial audiTof your Company for the financial year ended 31st March 2020.The reporTof the Secretarial Auditors is attached as Annexure VIII. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.
M/s. BNP & Associates Company Secretaries Mumbai have been Secretarial Auditorsof your Company since 2015-16. With a view to rotate the Secretarial Auditors yourCompany's Board of Directors at the meeting held on 20th May 2020 haveappointed Makarand M. Joshi & Company Company Secretaries Mumbai ("MMJC")as the Secretarial Auditors. MMJCis a leading firm of practicing Company Secretariesrendering comprehensive professional services which include statutory compliance servicesunder the Act; Listing Regulations; Foreign Exchange Management Act among others.
The Board of Directors wish to place on record their appreciation for the servicesprovided by M/s. BNP & Associates as Secretarial Auditors.
Compliance with Secretarial Standards
Your Company is in compliance with the Secretarial Standards specified by the Instituteof Company Secretaries of India.
EXTRACTOF ANNUAL RETURN
In terms of the provisions of Section 92 (3) of the Act read with the Companies(Management and Administration) Rules 2014 an extracTof the Annual Return of yourCompany for the financial year ended 31st March 2020 is given in AnnexureIX to this Report.
No material changes and commitments were affecting the financial position ofyour Company between the end of the financial year and the date of this Report;
Your Company has not issued any shares with differential voting rights;
There was no revision in the financial statements;
_ There has been no change in the nature of your Company;
Your Company has not issued any sweat equity
Disclosures as per the Sexual HarassmenTof Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 ("POSH Act"):
Your Company has adopted zero tolerance for sexual harassment at workplace and hasformulated a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the POSH Act and the rules framed thereunderfor prevention and redressal of complaints of sexual harassment at workplace. Your Companyhas complied with provisions relating to the constitution of Internal Committee under thePOSH Act. During the year under review your Company received two complaints of sexualharassment of which one complaint has been resolved. One complaint is pending as on 31stMarch 2020 as the investigation could not be completed due to the lockdown imposed as aresulTof the outbreak of COVID-19.
Statements in the Directors' Report and the Management Discussion and Analysisdescribing your Company's objectives projections estimates expectations or predictionsand plans for navigating the COVID-19 impacTon your Company's performance its employeescustomers and other stakeholders may be "forward-looking statements" within themeaning of applicable securities laws and regulations. Actual results could differmaterially from those expressed or implied. Important factors that could make a differenceto your Company's operations include global and Indian demand-supply conditions finishedgoods prices feed of stock availability and prices cyclical demand and pricing in yourCompany's principal markets changes in Government regulations. tax regimeseconomicdevelopments within India and the countries within which your Company conductsbusiness risks related to an economicdownturn or recession in India the efforts ofgovernment and other measures seeking to contain the spread of COVID-19 and other factorssuch as litigation and labour negotiations. Your Company is noTobliged to publicly amendmodify or revise any forward-looking statements on the basis of any subsequentdevelopment information or events or otherwise.
Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments for theirsupport and look forward to their continued assistance in the future. We thank ouremployees for their contribution to your Company's performance. We applaud them for theirsuperior levels of competence dedication and commitment to your Company.
| ||For and on behalf of the Board |
| ||Kumar Mangalam Birla |
| ||Chairman |
| ||(DIN: 00012813) |
|Kolkata 20th May 2020 || |
DIVIDEND DISTRIBUTION POLICY
1.1 As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended the Company is required to formulate and disclose its DividendDistribution Policy. Accordingly the Board of Directors of the Company (the Board')has approved this Dividend Distribution Policy.
1.2 The objective of this policy is to provide clarity to stakeholders on the dividenddistribution framework to be adopted by the Company. The Board of Directors shallrecommend dividend in compliance with this policy the provisions of the Companies Act2013 and Rules made thereunder and other applicable legal provisions.
2.0 T arget Dividend Payout
2.1 Dividend will be declared ouTof the current year's Profit after Tax of the Company.
2.2 Onl y in exceptional circumstances including but not limited to loss after tax inany particular financial year the may consider utilising retained earnings fordeclaration of dividends subject to applicable legal provisions.
2.3 Other Comprehensive Income' (as per applicable Accounting Standards) which mainlycomprises of unrealized gains / losses will not be considered for the purpose ofdeclaration of dividend.
2.4 The Board will endeavor to achieve a dividend payout ratio (gross of dividenddistribution tax) in the range of 15% to 25% of the Standalone Profit after Tax neTofdividend payout to preference shareholders if any.
3.0 F actors to be considered for Dividend Payout
The Board will consider various internal and external factors including but notlimited to the following before making any recommendation for dividend:
- Stability of earnings
- Cash flow position from operations
- Future capital expenditure inorganicgrowth plans and reinvestmenTopportunities
- Industry outlook and stage of business cycle for underlying businesses
- Leverage profile and capital adequacy metrics
- Overall economic/ regulatory environment
- Contingent liabilities
- Past dividend trends
- Buyback of shares or any such alternate profit distribution measure
- Any other contingency plans
Ret ained earnings will be used for the Company's growth plans working capitalrequirements debt repayments and other contingencies.
This policy would be subject to revision / amendmenTon a periodicbasis as may benecessary.
This policy (as amended from time to time) will be available on the Company's websiteand in the annual report.
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
To the Members of
UltraTech Cement Limited
We have examined the compliance of conditions of Corporate Governance by UltraTechCement Limited (the Company') for the year ended 31st March 2020 asper the relevant provisions of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended (ListingRegulations').
The compliance of conditions of Corporate Governance is the responsibility of themanagement. This responsibility includes the design implementation and maintenance ofinternal control and procedures to ensure the compliance with the conditions of theCorporate Governance stipulated in Listing Regulations.
Our responsibility is limited to examining the procedures and implementation thereofadopted by the Company for ensuring compliance with the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.
We have examined the books of account and other relevant records and documentsmaintained by the Company for the purposes of providing reasonable assurance on thecompliance with Corporate Governance requirements by the Company. We have carried out anexamination of the relevant records of the Company in accordance with the Guidance Note onCertification of Corporate Governance issued by the Institute of the Chartered Accountantsof India (the "ICAI") the Standards on Auditing specified under Section 143(10)of the Companies Act 2013 in so far as applicable for the purpose of this certificateand as per the Guidance Note on Reports or Certificates for Special Purposes issued by theICAI which requires that we comply with the ethical requirements of the Code of Ethicsissued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on QualityControl ("SQC") 1 Quality Control for Firms that Perform Audits and Reviews ofHistorical Financial Information and Other Assurance and Related Services Engagements.
Based on our examination of the relevant records and according to the information andexplanations given to us we certify that the Company has complied with the conditions ofCorporate Governance as stipulated in the above mentioned Listing Regulations.
We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.
|For Khimji Kunverji & Co LLP |
|(formerly Khimji Kunverji & Co) |
|Chartered Accountants |
|Firm's Registration No: 105146W/W100621 |
|Ketan Vikamsey |
|Membership No: 044000 |
|ICAI UDIN: 20044000AAAAAE1359 |
|20th May 2020 |