Dear Members,
Your Directors are pleased to present the 27th Annual Report together with
the Audited Financial Statements of the Company for the Financial Year ended 31st
March 2023.
FINANCIAL RESULTS AND STATE OF COMPANYS AFFAIRS
|
|
(Rs. In Crore) |
|
2022-23 |
2021-22 |
| Sales & Other Income |
1032.26 |
881.10 |
| Profit before Interest, Depreciation & Tax (EBIDTA) |
135.04 |
153.82 |
| Profit before Depreciation & Tax (PBDT) |
87.48 |
103.56 |
| Profit before Tax |
50.48 |
64.81 |
| Profit after Tax (PAT) |
35.10 |
48.43 |
| Surplus/(Deficit) brought forward |
74.12 |
25.69 |
| Surplus carried to Balance Sheet |
109.22 |
74.12 |
PERFORMANCE REVIEW
Continuous rise in input and fuel prices has resulted into increased variable costs and
also selling freight getting costlier. No doubt this has resulted into shrinking margins
and increased pressure on profitability. However, your company due to its internal
efficiencies, product mix, effective logistics and brand strength have been able to grab
opportunities. Effective co-ordination of manufacturing /support/marketing functions have
played their role in being instrumental to achieve the desired objectives. With strong
brands in our stride, we at UCWL are poised to cater to a satisfied customer base with an
increased market presence.
During the Financial Year 2022-23, the Companys Cement production stood at 14.69 Lakh
Tonnes. Our total Sales volume including Clinker and trading activities comes to 20.35
Lakh Tonnes against 19.49 Lakh Tonnes for the last financial year. Thereby, your Company
has recorded an all-time High Sales of Rs.1030.97 Crores, showing a jump of ~18 % over
sales of Rs.875.98 Crores achieved in the previous Financial Year.
On the operations front, as always your Company has continued looking at being
operationally efficient. We have been working aggressively on various operational
efficiency improvement levers. During FY22-23, UCWL has continued to efficiently utilize
the renewable resources. Our power generation from Renewable resource (WHRS+Solar) was
around 48% in FY22-23. We have also been working for betterment of our geomix and also
towards further improvements in our supply chain efficiency. Despite tough situation due
to rising input prices and war situation in Europe and its disseminating impacts on
national/local level, we have achieved EBIDTA of Rs.135.04 Crores against Rs.153.82 Crores
achieved in the previous Financial Year. Seen in isolation this apparent fall is despite
the ginormous rise in input and fuel prices.
AWARDS AND RECOGNITIONS
Your Company is pleased to mention some of the awards and accolades won during the year
:
• National Safety Council of India Safety Award for consistence and remarkable
safety performance.
• Rajasthan Best Employer Brand Awards 2022, Jaipur.
• Our Limestone mines at Daroli has been awarded by Indian Bureau of Mines, Ajmer
region for weekly certificates in multiple categories.
• Economic Times Promising Brands Award 2022 to Platinum Heavy Duty Cement
• Employers Association of Rajasthan Special Jury Trophy 2022 for
"Outstanding Contribution in Skill Development".
• Received Platinum award at "13th Exceed Occupational Health
Safety & Security awards 2022" from "Sustainable Development
Foundation" for best practices in industrial security from Honble social welfare
minister of Goa Mr. Subhash Phal Dessai.
• 46th Mines Safety Week awards by Directorate General of Mines Safety,
Udaipur region in multiple categories.
• 38 UCWL employees have been awarded with "Certificate of Achievement"
for "ISO Internal Auditing" in the month of Dec 2022, awarded by Bureau
Veritas.
PROGRESS OF THE PROJECTS & EXPANSION
Especially in our Cement Industry the old adage "Being there at the right place
and right time" is very important.
We are part of an industry where its constituents are closely competing with each other
fiercely. To sustain and grow has been the "mantra" your Company has been
following. In resonance with the same, we have embarked on the journey towards an
expansion project involving additional Clinker Line of 1.50 Million Tonnes Per Annum and
Cement Grinding Unit of 2.50 Million Tonnes Per Annum.
With this the Total Clinker Capacity shall be doubled viz., from 1.50 Million Tonnes
Per Annum to 3.0 Million Tonnes Per Annum (Phase I) and Total Cement Capacity shall be
enhanced from 2.2 Million Tonnes Per Annum to 4.7 Million Tonnes Per Annum (Phase II). In
line with the same, your Company is already on the right path to strengthen its existing
base and make deeper forays in the wider market.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate Internal Financial Control which commensurate to its
size, complexity and the nature of its business. These Internal Financial Control Systems
and Policies & Procedures ensure accuracy and completeness of the accounting records
and also help in timely preparation of the reliable financial statements. These systems
also ensure safeguarding of the Companys assets and prevention and detention of frauds
and errors in the reporting mechanism. The Company also has in place the specific Standard
Operating Procedures (SOPs) for its various functional areas. These SOPs are reviewed
periodically by the Internal Audit Team and exceptions, if any, are reported and
corrective actions are taken therefore. The Companys IT System is based on a robust ERP
System which ensures seamless connectivity of plants, sales offices and head office for
faster and more reliable processing of transactions as well as generating reports for
faster decision-making. The Company also has a strong control system and management
reporting system which serve as the backbone for monitoring its operations to ensure that
business results are achieved and continuously improved.
The Internal Financial Control Systems are regularly reviewed to ensure their
effectiveness, taking into account the essential components of Internal Controls stated in
the Guidance Note on the Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India. Based on such assessments
carried out by the Management, no reportable material weaknesses in the adequacy in the
System of Operations of Internal Financial Controls were observed during the year.
CORPORATE SOCIAL RESPONSIBILITY
Serving the society towards improving the quality of life of the community at large has
always been a priority of your Company. The concept of socially responsible business is
deeply ingrained in our corporate DNA right from the inception and since we have been
pioneering and delivering multiple need based and high impact CSR projects for needy and
vulnerable communities & families living around our business operations. The Companys
CSR vision clearly states to strengthen community relationship and to bring sustainable
change in the quality of life of neighborhood community through innovative solutions in
Education, Health, Water & Sanitation, Skills Development, Livelihood Promotion and
Rural Development.
CSR is the continuing commitment by the Company to behave ethically and contribute to
economic development, while improving the quality of life of the work force, their
families as well as of the local community and society at large. The Company is committed
to bring long term transformational changes in the lives of the neighborhood communities
of the plant through sustainable and impactful projects around the key development issues
in the local area through its various CSR projects the Company has been able to directly
impact and bring positive changes in the lives of more than 70,000 people living in the
villages around the plant in Udaipur.
During the reporting period the Company designed and implemented community need based
CSR projects and targeted marginalised & vulnerable families with an aim to improve
their lives through projects like UCWL Aarogya, Vidya, Aajivika, Swajal & Swachhta,
Gramin Vikas, Kaushal Prashikshan etc. Some of the key initiatives during the reporting
period were career counselling program for the students of Standard X-XII in Government
Senior Secondary schools, job linked skill development training and placement for school
& college drop-outs, agriculture and livestock development in partnership with
Government Animal Husbandry Department Udaipur, among others.
The Company also responded and saved thousands of cattles lives when Rajasthan state
saw massive spread of lumpy skin disease during July-September of the reporting period.
This was highly appreciated by various stakeholders including District Administration.
The Company demonstrated its commitments towards inclusive development and implemented
several "Ongoing Projects" in thrust areas of Health; Water & Sanitation;
Education, Skilling & Livelihoods and Rural Development. During the reporting period
the Company undertook several new initiatives under different projects. Under project
Aarogya regular health camps were organized to provide quality health services at the
doorsteps, which benefitted more than 7000 people. Under project Vidya career counselling
sessions were organized for students in the Government Senior Secondary Schools; School
Bags with inbuilt detachable table were provided to more than 400 students of government
primary school; Jawahar Navodaya Entrance Examination Coaching was started for Standard V
students and several eye and dental camps were organized in government schools.
To improve livelihoods under Project Aajivika, the Company undertook multiple on-farm
and off-farm activities including employability skills trainings to support youths and
families to ensure sustainable income. Number of youths were provided employability
trainings and were facilitated for the placement locally. Number of small and marginal
farmers were supported with soil testing, seeds, and training on improved agriculture
practices. Livestock development has also been one of the key activities to strengthen
livelihoods of the communities and families.
As a part of livestock development, the Company had undertaken door-to-door veterinary
services including infertility treatment, awareness on disease management and fodder
development in villages with the support of Animal Husbandry Department, Government of
Rajasthan. Under Project Aajivika, goatry enterprise development training was provided to
25 farmers, high yield variety seeds were provided to farmers and vermicompost support was
provided to number of farmers which resulted in reduction in the use of chemical
fertilizer and increase in family income, lemon orchards were also established for
differently abled persons. Under project Gramin Vikas the Company undertook repair of
anicut for watershed development and renovation of government veterinary hospital and
government school buildings in the plant nearby area.
One of the breakthrough achievements during the reporting period has been increased
coverage and outreach which has impacted thousands of families in the villages around the
plant.
Your Company is also promoting employee engagement in various CSR projects to create
socially responsible behaviour among its employees.
The Company has requisite Corporate Social Responsibility Policy in accordance with the
provisions of the Companies Act, 2013 (Act) and Rules made there under, as amended. The
CSR Policy along with brief description of CSR Project is disclosed on the website of the
Company at https://udaipurcement.com.
The Annual Report on the CSR activities undertaken by the Company during the Financial
Year under review, in the prescribed format, is annexed to this Report as Annexure A.
RELATED PARTY TRANSACTIONS
During the Financial Year ended 31st March 2023, all the contracts or
arrangements or transactions entered into by the Company with the Related Parties were in
the ordinary course of business, on an arms length basis and were in compliance with the
applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations).
Form AOC-2 containing the details of the material Related Party Transactions entered
into during the Financial Year 2022-23 as per the Related Party Transactions Policy is
attached as Annexure B to this Report and forms a part of it. The Related Party
Transaction Policy as amended and approved by the Board is available on the website of the
Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The particulars of loans given, guarantees or securities provided, and investments made
as required under Section 186 of the Act, if any, are given in the Notes to the Financial
Statements.
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 of it.
AUDITORS
(a) Statutory Auditors and their Reports
In accordance with the provisions of the Act and Rules made thereunder, M/s Bansilal
Shah & Co., Chartered Accountants (Firm Registration Number: 000384W), were appointed
as the Statutory Auditors of the Company for their second term of five consecutive years
to hold office from the conclusion of the 23rd AGM held on 17th August
2019 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 Financial
Statements, read with the relevant notes are self-explanatory. The Auditors Report does
not contain any qualification, reservation, adverse remark or disclaimer. Further, no
fraud has been reported by the Auditors to the Audit Committee or the Board.
(b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, the Board of Directors appointed
Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry
out Secretarial Audit of the Company for the Financial Year 2022-23.
The Report given by him for the said Financial Year in the prescribed format is annexed
to this Report as Annexure D. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
(c) Cost Auditor and Cost Audit Report
M/s HMVN & Associates, Cost Accountants, conducted the Audit of cost records of the
Company for the Financial Year ended 31st March 2022 and as required, Cost
Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India.
The Company has duly maintained requisite Cost Accounts and Records pursuant to Section
148(1) of the Act.
The Audit of the Cost Records of the Company for the Financial Year ended 31st
March 2023 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.
NON-CONVERTIBLE DEBENTURES
During the period under review, the Company has issued and allotted 3,500 nos. of
Secured Rated Listed Guaranteed Redeemable Non-Convertible Debentures ("NCDs")
of face value of Rs.10,00,000 (Rupees Ten Lakh) each for cash at par aggregating to Rs.350
Crore (Rupees Three Hundred Fifty Crore) on a private placement basis pursuant to the
electronic bidding mechanism of BSE Ltd. The said NCDs are listed on "Wholesale Debt
Market segment of BSE Ltd.
PARTICULARS OF REMUNERATION
Disclosure of the ratio of the remuneration of each Director to the median employees
remuneration and other requisite details pursuant to Section 197(12) of the Act read with
Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed to this Report as Annexure E.
Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules,
form part of this Report. However, in terms of provisions of Section 136 of the Act,
Annual Report including Accounts for the Financial Year 2022-23 is being sent to all the
Members of the Company and others entitled thereto, excluding the said particulars of
employees. The said information is available for inspection at the Registered Office of
the Company during business hours on working days of the Company upto the ensuing AGM. Any
Member interested in obtaining such particulars may write to the Company Secretary.
EXTRACT OF ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the Companies Act,
2013 (Act) read with Rules made thereunder is available on the website of the Company and
can be accessed at https://udaipurcement.com/annual-return/
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 152 of the Act, Shri Naveen Kumar Sharma (DIN: 08152305) retires by
rotation at the ensuing Annual General Meeting of the Company (AGM) and being eligible has
offered himself for re-appointment. The Board recommends his re appointment.
Shri Shrivats Singhania was designated as Director & CEO w.e.f. 31st
January 2023 and also appointed as Key Managerial Personnel w.e.f. 31st January
2023.
The Members at the AGM held on 12th August 2022 had approved re-appointment
of Amb. Bhaswati Mukherjee (DIN:07173244) and Shri Vinit Marwaha (DIN:00051403) as
Independent Directors for their second term of Five consecutive years w.e.f. 24th
January 2023 and 10th May 2023 respectively and Shri Surendra Malhotra
(DIN:00271508) as Independent Director for his second term of three consecutive years
w.e.f. 30th June 2023.
The Board has also taken on record the declarations and confirmations received from all
the Independent Directors of the Company regarding their independence pursuant to Section
149 of the Act and Regulation 16 of Listing Regulations.
There were no other changes in the Directors/Key Managerial Personnel of the Company
during 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 orders
passed by the Regulators or Courts or Tribunals which could impact the going concern
status of the Company and its future operations. Further, no application was made or no
proceeding was pending as at the end of the year under the Insolvency and Bankruptcy Code,
2016.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company and
the date of this report.
CHANGE IN THE NATURE OF BUSINESS
During the Financial Year under review, there was no change in the nature of business
of the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2) (f) of the Listing Regulations, the Business
Responsibility and Sustainability Report of the Company for the Financial Year 2022-23 in
the prescribed format, giving an overview of the initiatives taken by the Company for
Environmental, Social & Governance perspective and disclosures regarding the
performance of the Company against nine principles of the National Guidelines on
Responsible Business Conduct, is given in a separate section of the Annual Report and
forms a part of it.
CORPORATE GOVERNANCE
Your Company reaffirms its commitment to the highest standards of corporate governance
practices. Pursuant to the Listing Regulations, Management Discussion and Analysis and
Corporate Governance Report along with Statutory Auditors Certificate regarding
compliance of conditions of Corporate Governance are made part of this Report as Annexure
F & G respectively.
The Corporate Governance Report which forms part of this Report, inter alia, covers 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 of
Directors, of its Committees and of individual Directors has been made;
(d) The details with respect to composition of Audit Committee and establishment of
Vigil Mechanism;
(e) Details regarding Risk Management Committee;
(f) Dividend Distribution Policy;
(g) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
COMPLIANCE OF SECRETARIAL STANDARDS
Based on the Secretarial Audit Report of the Secretarial Auditor, the Company has duly
complied with the applicable Secretarial Standards on Meetings of the Board of Directors
and 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 have
been followed along with proper explanation relating to material departures;
(b) such accounting policies have been selected and applied consistently and judgments
and estimates made are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the Financial Year and of the profit and
loss of the Company for that period;
(c) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the said Act for safeguarding the
assets 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 down
and that such internal financial controls are adequate and were operating effectively; and
(f) the proper systems to ensure compliance with the provisions of all applicable laws
have been devised and that such systems are adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors wish to thank all the stakeholders, statutory bodies and departments of
the State and Central Government and Bankers, Suppliers, Customers and all employees for
their valuable support to the Company.
Your Directors record their appreciation for the dedication and hard work put in by
Team-UCWL, which has enabled the Company to continue to grow stronger in these
challenging times. Last but not the least, the Directors also wish to place on record
their sincere gratitude towards JK Lakshmi Cement Limited, our Holding Company for all the
financial, technical, marketing and operational assistance extended by it.
|
On behalf of the Board of Directors |
| Place: New Delhi |
Vinita Singhania |
| Date: 11th May 2023 |
Chairperson |
+91-9892691696
