J K Cements Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting Companys Twenty Sixth Annual Report and Audited Financial Statements for the year ended 31st March, 2020

1. FINANCIAL RESULTS

Particulars 2019-20 2018-19
Revenue from operations 5,46,376.77 4,98,129.88
Profit before depreciation & tax 1,04,455.08 66,793.84
Less: Depreciation 21,438.87 19,436.50
Less: Exceptional Item 17,815.00 -
Profit Before Tax 65,201.21 47,357.34
Tax Expense (Including deferred tax and tax adjustment of earlier years) 25,163.62 14,867.80
Profit After Tax 40,037.59 32,489.54
Add: Retained earnings at the beginning of the year 1,05,672.09 91,463.67
Transfer to Debenture Redemption Reserve (1,865.10) (87.60)
Dividend to Equity Shares (including tax thereon) 6,986.00 9,315.10
Balance to be carried forward 1,21,146.50 1,05,672.09

2. PERFORMANCE OF THE COMPANY

Your Companys performance during the year under report has overall improved. The Companys revenue from operations increased by 9.69% to Rs 5,463.77 Crores during the year compared to Rs 4,981.30 Crores in previous year. Profit before Depreciation and Tax increased to Rs 1,044.55 Crores compared to Rs 667.94 Crores.

3. PERFORMANCE OF THE SUBSIDIARY COMPANIES

The Company has three subsidiaries. There has been no material change in the nature of the business of subsidiaries.

SUBSIDIARY COMPANY

J.K. Cement (Fujairah) FZC (JKCF) recorded net income of AED 3,843,956 (equivalent to Rs 741.07 Lacs) for the period from January, 2019 to 31st March, 2020 (Previous calendar year 2018 net income remained AED 4,416,725 equivalent to Rs 822.16 Lacs)

JK Cement Works (Fujairah) FZC (JKCWF) is involved in principal business of manufacturing and sale of white cement in Middle East and GCC market and has recorded revenue from operations of AED 195,341,574 for the period from January, 2019 to 31st March, 2020 (Previous calendar year 2018 AED 140,964,721). It recorded a loss of AED 47,614,903 (equivalent to Rs 9,004.54 Lacs) for the period from January, 2019 to 31st March, 2020 [Previous calendar year 2018 a loss of AED 37,235,407 (equivalent to Rs 6,685.22 Lacs) was recorded].

IMPAIRMENT

J.K. Cement Works (Fujairah) FZC is incurring losses for the past several years since its incorporation and its net worth has been significantly eroded. During the current year, based on business valuation of J.K. Cement Works (Fujairah) FZC [subsidiary of J.K.Cement (Fujairah) FZC] by an independent external valuer, the Company has recognised provision towards diminution of carrying amount of investment J.K. Cement (Fujairah) FZC of Rs 16,151 Lacs. Additionally, the Company has also provided for outstanding receivable for earlier years from J.K. Cement (Fujairah) FZC amounting to Rs 1,664 Lacs. The total amount of Rs 17,815 Lacs has been disclosed as exceptional item.

JK White Cement (Africa) Ltd. is second level step down subsidiary of the Company newly incorporated on 4th November, 2018 in Republic of Tanzania. 99.90 % stake is held by JK Cement Works (Fujairah) FZC. It is engaged in the business of manufacturing/trading/import/export of all types of cement, wall putty other allied products, cement clinker, limestone, gypsum etc.

Jaykaycem (Central) Ltd, intends to set up grey cement manufacturing facilities in M.P. During 2019-20 it recorded a net loss of Rs 10.27 Lacs (previous year profit of Rs 3.85 Lacs).

4. CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 129 of the Companies Act, 2013, in respect of the subsidiaries of the Company viz. J.K. Cement (Fujairah) FZC, J.K. Cement Works (Fujairah) FZC and Jaykaycem (Central) Ltd are annexed and forms an integral part of this Report. Consolidated Financial Statements prepared in accordance with provisions of relevant Accounting Standards issued by the Institute of Chartered Accountants of India, forms part of the Annual Report and Accounts.

5. IMPACT OF COVID-19 PANDEMIC

The COVID-19 outbreak was declared a pandemic by World Health Organization in the last quarter of the financial year, causing social and economic turbulence. The operations of the Company were impacted in the month of March 2020 due to temporary shutdown of all plants following nationwide lockdown announced by the Government of India because of COVID-19 outbreak.

The business continuity was considered at the utmost priority with the safety and security of the plants and manpower during the lockdown period so as to ensure smooth restart of operations at the short notice. Employees have been working from home and Company management has been in continuous engagement with them. Standing operating procedures were prepared to develop awareness amongst the employees about the social distancing, sanitization, thermal screening and wearing mask. Core teams have been formulated across the plants to respond the rapidly changing scenario. Similarly, commercial teams have been formed to communicate with the channel partners and business associate through digital platform.

The Company has resumed operations at its various plants gradually with the Government approval and following the guidelines of Ministry of Home Affairs, Government of India with close monitoring/ implementation of directives / guidelines issued by regulatory bodies from time to time. Presently major portion of the cement demand is witnessed from retail market in rural and the semi urban area. Cement demand is expected to remain sluggish due to COVID-19 situation and resulting shortage of labour in urban areas.

The Companys financial resources remain entirely protected inspite of adverse impact on its operations during the lockdown. The Company has prepared cash flow projections, assessed the impact on operations and also assessed the recoverability of receivables, impairment of its property plant and equipment/investment in subsidiaries using various internal and external information up to date of approval of the financial results. On the basis of evaluation, current indicators of future economic conditions and cement industry in particular, the Company expects to recover the carrying amount of these assets and does not anticipate any impairment to the financial and non-financial assets on going concern basis. COVID-19 may impact the underlying assumptions and estimates used to prepare the Companys financial statements, which may differ from that considered as at the date of approval of these financial statements.

The Company will continue to closely monitor any material changes to future economic conditions, which are subject to uncertainties that COVID-19 outbreak might pose on economic recovery.

The Company has also disclosed the material impact of COVID-19 pandemic on the Company to the stock exchanges basis Rs SEBI circular SEBI/ HO/CFD/CMD1/CIR/P/2020/84 dated 20th May, 2020 regarding disclosure by listed entities on the impact of COVID-19 pandemic on the business, performance and financials of the Company to the Stock Exchanges.

On account of rapidly changing scenario due to COVID-19, Company management is in continuous coordination with all the stake holders so that the timely actions are taken to combat the situation. The management is well aware of the fact that the current business environment may pose challenges in the near term, but it also provides opportunities in the short, medium, and long term.

6. DIVIDEND

The Board of Directors at their Meeting held on 28th February, 2020 declared an interim dividend of Rs 7.50 per quity share (75%) of face value of Rs 10 and the amount of interim dividend and tax thereon aggregated to Rs 69.86 Crores. Dividend paid for FY 2018-19 was Rs 10 per equity share (100%) of face value of Rs 10, the amount of dividend and tax thereon aggregated to Rs 93.15 Crores. The Directors recommend for consideration of the shareholders at the 26th Annual General Meeting, the above referred interim dividend as final dividend for the financial year ended 31st March, 2020.

7. TRANSFER TO RESERVES

The Company proposes to transfer Rs 1,865.10 Lacs (previous year Rs 87.60 Lacs) from Debenture Redemption Reserve and Rs 10,000 Lacs (previous year Rs 10,000 Lacs) to General Reserve during Financial Year 2019-20.

8. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2020 remained at Rs 77.27 Crores. During the period under report, your Company has not issued any share including Sweat Equity, ESOP and/or Convertible Debentures.

9. FINANCE

During the year under report, your Company has availed a sum of Rs 683 Crores towards disbursement of term loans (previous year Rs 130 Crores). However it repaid Rs 255.19 Crores (previous year Rs 171.08 Crores) towards Term Loan and NCD.

10. CREDIT RATING

CARE has reaffirmed your Companys rating as “CARE AA” for long term bank facilities and “CARE A1+” for short term bank facilities.

11. PARTICULARS OF GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

12. OPERATIONS

Grey and White Business

Grey and White Cement production volume has decreased to 9.57 MnTPA in 2019-20 as against 9.63 MnTPA in 2018-19 thereby registering degrowth of 1%.

13. PROJECTS OF THE COMPANY

Your Company undertook Brownfield grey cement capacity expansion at Nimbahera, Mangrol, Chittorgarh, Rajasthan with split grinding unit at Aligarh, U.P. and Balasinor, Gujrat having total cement production capacity of 4.2 Million Tonne Per Annum (MnTPA). During the year under report your Company has successfully commissioned 3.5 Million Tonne Per Annum grey cement capacity (2 MnTPA in Rajasthan and 1.5 MnTPA capacity at Aligarh, U.P.). Project at Balasinor, Gujrat having grinding capacity of 0.7 MnTPA capacity is in advanced stage of completion.

14. PERSONNEL

14.1 Industrial Relations

The industrial relations during the period under review generally remained cordial at all cement plants.

14.2 Particulars of Employees

A statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rules 5(2) and 5(3) of the aforesaid Rules forms part of this report. However, in terms of first provision of Section 136 (1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent.

None of the employee hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Particulars about Key Managerial Personnel including Chairman & Managing Director.

Remuneration Paid

Ratio/Time per median of employee remuneration to remuneration**

Name Designation 2019-20 2018-19 % increase in Remuneration from previous year
1 Mr. Yadupati Singhania Chairman & Managing Director 21,25,00,000 18,60,32,400 14.22 1:299
2 Mr. Ajay Kumar Saraogi President (C/A) & Chief Financial Officer 2,92,15,616 2,60,70,000 12.06 1:41
3 Mr. Shambhu Singh Asst. Vice President (Legal) & Company Secretary 61,57,782 53,35,000 15.42 1:9
4 Mr. Raghavpat Singhania Chief Operating Officer (White Cement) 1,62,04,773 1,28,65,656 25.95 1:23
5 Mr. Madhavkrishna Singhania Chief Operating Officer (Grey Cement) 1,26,26,202 1,12,57,489 12.15 1:18

**7.10 Lacs is Median, Ratio is calculated on remuneration 2019-20

Remuneration is exclusive of EPF contribution by the Company.

Particulars about other Non-Executive Directors.

Name

Remuneration Paid

% increase in Remuneration from previous year

Designation 2019-20 2018-19
1 Smt. Sushila Devi Singhania Non-Executive Non Independent 10,75,000 15,00,000 (-) 28.33
2 Shri A. Karati Non-Executive Independent 13,00,000 12,25,000 6.12
3 Shri J.N. Godbole Non-Executive Independent 13,75,000 13,50,000 1.85
4 Dr. K.B. Agarwal Non-Executive Independent 17,25,000 17,25,000 -
5 Shri K.N. Khandelwal Non-Executive Non Independent 15,50,000 14,00,000 10.71
6 Shri Sudhir Jalan Non-Executive Non Independent 10,75,000 -

-

7 Shri Suparas Bhandari Non-Executive Independent 14,50,000 13,50,000 7.40
8 Mr. Paul Heinz Hugentobler Non-Executive Non Independent 1,19,46,000 1,20,60,355 (-) 0.95
9 Mrs. Deepa Gopalan Wadhwa Non-Executive Independent 12,25,000 10,75,000 13.95
10 Shri Ashok Sinha Non-Executive Independent 12,00,000 - -
11 Shri Saurabh Chandra Non-Executive Independent 12,75,000 - -
12. Shri R.K.Lohia Non-Executive Independent 25,000++ 12,25,000 n.a.

++ Ceased to be Director w.e.f. 3.8.2019

14.3 Human Resources and Industrial Relations

The Company has structured induction process at all Locations. Objective appraisal systems based on Key Result Areas (KRAs) are in place for Senior Management Staff.

The Corporate HR is effectively involved in nurturing, enhancing and retaining talent through job satisfaction, management development programme etc.

15 SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/ MATTER OF EMPHASIS

The Competition commission of India (CCI) vide its order dated 31.8.2016 imposed a penalty of Rs 12,854 Lacs on the Company. The Appeal was heard whereupon National Company Law Appellate Tribunal (NCLAT) vide order dated 25.7.2018 upheld CCIs order. The Company has filed statutory appeal before the Honble Supreme Court, which vide its order dated 5.10.2018 has admitted the appeal and directed that the interim order of stay passed by the Tribunal in this matter will continue for the time being. The Company, backed by legal opinion, believes that it has a good case and accordingly no provision has been made in the Audited Annual Report of 2019-20.

In a separate matter, CCI imposed penalty of Rs 928 Lacs vide order dated 19.1.2017 for alleged contravention of provision of Competition Act, 2002 by the Company. On Companys appeal, NCLAT has stayed the operation of CCIs order. The matter is pending for hearing before NCLAT. Based on Legal opinion, the Company believes that it has a good case and accordingly, no provision has been made in the Audited Annual Report of 2019-20.

Members attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

16. CORPORATE GOVERNANCE

A report on Corporate Governance along with the Practicing Company Secretarys Certificate on its compliance, forms an integral part of this Report.

17. PUBLIC DEPOSITS

Your Company has not invited any deposits from public/ shareholders under Section 73 and 74 of the Companies Act, 2013.

18. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Vigil Mechanism and a Whistle Blower Policy in place to enable its directors, employees and its stakeholders to report their concerns, if any. The said Policy provides for (a) adequate safeguards against victimisation of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of the Company.

The Company believes in the conduct of the affairs of its constituents by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour, in line with its Code of Conduct (‘Code). All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the Code, policies or the law. Details of the Vigil Mechanism and Whistle Blower policy are made available on the Companys website.

Matters reported during the year have been suitably addressed by the management/audit committee.

19. MITIGATION OF RISK

The Company has been addressing various risks impacting the Company including details of significant changes in key financial ratios which is more fully provided in annexed Management Discussion and Analysis. As per the Listing

Regulation Risk Management Committee for enforcing Risk Management Policy is in place.

20. COMMODITY PRICE RISK/FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:

Your Company hedges its foreign currency exposure in respect of its imports and export receivables as per its laid down policies.

Your Company uses a mix of various derivatives instruments like forward covers, currency swaps, interest rates swaps or a mix of all. Your Company does not have material exposure of any commodity and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular No. SEBI/HO/ CFD/CMD1/CIR/P/2018/0000000141 dated 15th November, 2018.

21. REMUNERATION POLICY

The Board of Directors and Nomination & Remuneration Committee follows a policy concerning remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

22. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The statement is supported by the certificate from the CMD and the CFO. The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website at www.Jkcement.com.

23. AUDITORS REPORT

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis (except items disclosed in significant accounting policies). The estimates and Judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended 31st March, 2020. Auditors Report to the shareholders does not contain any qualification in the standalone or in the consolidated financial statements for the year under report. However, Auditors have drawn attention of shareholders on penalty imposed by Competition Commission of India (CCI) and impact of COVID-19, has been adequately covered by Para 15 above read along with notes on accounts.

24. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business including adherence to the Companys Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The Companys internal control system is commensurate with its size, scale and complexities of its operations.The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. It also reviews the quarterly Internal Audit Reports.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

25.1 In accordance with the provisions of

Section 152 of Companies Act, 2013 and the Companys Articles of Association, Smt. Sushila Devi Singhania (DIN00142549) will retire by rotation at the 26th Annual General Meeting and being eligible, offers herself for reappointment. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Listing Regulation

SEBI LODR (Amendment) Regulation 2018 has inserted Regulation 17(1A) w.e.f. 1.4.2019 whereupon a Director crossed and/ or would be crossing 75 years of age during tenure of Directorship requires approval of Shareholders by way of Special Resolution for continuing in the office. Accordingly, Smt. Sushila Devi Singhania (DIN 00142549), seeking approval from Shareholders in order to continue in the Office.

Shri Sudhir Jalan (DIN: 00111118) was appointed as a Non Executive Non Independent Director of the Company by a Special Resolution passed through Postal Ballot w.e.f. 17.12.2019.

25.2 Cessation

Mr. Raj Kumar Lohia ceased to be Director with effect from 3.08.2019 due to non passing of resolution by requisite majority in 25th Annual General Meeting

25.3 Key Managerial Personnel

During the year under report, following Officials acted as Key Managerial Personnel:-

SN Name of the Official Designation
1. Shri Yadupati Singhania Chairman & Managing Director
2. Shri Ajay Kumar Saraogi President (C/A) & cfo
3. Shri Shambhu Singh Asst- Vice President (Legal) & Company Secretary
4. Shri Raghavpat Singhania Chief Operating officer (White Cement)
5- Shri Madhavkrishna Singhania Chief Operating Officer (Grey Cement)

26. MEETINGS OF THE BOARD OF DIRECTORS

During the year 2019-20, 5 (five) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

27. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its Independent Directors and the Independent Directors also evaluated the performance of Non- Independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process. The Board of Directors also evaluated the functioning/performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, CSR Committee, Committee of Directors and expressed satisfaction with their functioning/performance.

28. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) The Directors have selected such accounting policies, judgments and estimates that are reasonable and prudent and applied them consistently, so as to give a true and fair view of the state of affairs of the company as on 31st March, 2020, and of the statement of Profit and Loss and cash flow of the company for the period ended 31st March, 2020;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on an ongoing concern basis;

v) Proper internal financial controls to be followed by the Company has been laid down and that such internal financial controls are adequate and were operating effectively; and

vi) Proper systems to ensure compliance with the provisions of all applicable laws has been devised and that such systems were adequate and operating effectively.

29. STATUTORYAUDITOR

At the 23rd Annual General Meeting held on 29/07/2017, M/s S.R. Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E/ E300005) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 28th Annual General Meeting. The Statutory Auditors have consented to the said appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 143(3)(g) of the Companies Act 2013 and the Companies (Audit and Auditors) Rules, 2014.

30. COSTAUDITOR

Pursuant to section 148 of the Companies Act, 2013 the Board of Directors on the recommendation of the Audit Committee appointed M/s K.G. Goyal & Company Cost Accountants, as the Cost Auditors of the company for the Financial Year 2020-21 and has recommended their remuneration to the Shareholders for ratification at the ensuing Annual General meeting. M/s K.G.Goyal & Company, have confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013, and have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arms length relationship with the company. The Cost Audit Report for the financial year 2018-19 was filed with Ministry of Corporate Affairs.

31. SECRETARIAL AUDIT

The Board had appointed M/s Reena Jakhodia & Associates, Kanpur, a firm of Company Secretaries in Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2019-20. The report of the Secretarial Auditor is annexed to this report as Annexure A. The report does not contain any qualification.

32. REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors & Secretarial Auditors of the Company have not reported any instances of frauds committed in the Company by its Officers or Employees to the Central Government under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

33. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is an integral part of the Companys ethos and policy and it has been pursuing this on a sustainable basis.

The Company assists in running of Schools at their Cement Plants, ITIs and Sir Padampat Singhania University, Udaipur imparting value based education to students. Also the Company played a constructive role in the infrastructural development of surrounding areas. During the period under report, the Company undertook various activities e.g. Art and Culture, Community Welfare, Drinking Water, Education, Health, Rural Development, Environment Protection, Natural Calamity, Livelihood and Sports Promotion.

The Annual Report on CSR activities is annexed herewith as Annexure B.

35. STATUTORY INFORMATION

35.1 Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

Particulars with regard to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 in respect of Cement plants are annexed hereto as Annexure C and form part of the Report.

35.2 Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT- 9 as required under Section 92 of the Companies Act, 2013 is annexed as Annexure D.

35.3 Business Responsibility Reporting

The Business Responsibility Report for the year ended 31st March, 2020 as stipulated under regulation 34 of the Listing Regulations is annexed as Annexure E and forms part of the Annual Report.

35.4 Management Discussion & Analysis (MDA) Statement

The MDA as required under Listing Regulation is annexed hereto and forms an integral part of this Report.

36. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred a sum of Rs16,87,885/- which represents unclaimed dividend and 20178 Equity Shares which represents unclaimed shares to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013.

37. DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND LISTING REGULATIONS

37.1 COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of Dr. K.B. Agarwal as the Chairman and Shri A. Karati, Shri J.N. Godbole, Shri K.N. Khandelwal, Shri Sudhir Jalan and Shri Ashok Sinha as members. More details about the committee are given in the Corporate Governance Report.

37.2 POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. All employees (permanent contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committees have also been set up at various location to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

38. INDEPENDENT DIRECTORS

The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(l)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, management, strategy, auditing, tax and risk advisory services, infrastructure, banking, insurance, financial services, investments, mining & mineral industries and they hold highest standards of integrity. Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank. The IICA is yet to commence the online proficiency self-assessment test and hence, the said online proficiency self-assessment test will be undertaken by the Independent Directors of the Company as and when such test will be made available.

38.1 FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarisation program aims to provide Independent Directors with the cement industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarisation program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

39. EQUAL OPPORTUNITY BY EMPLOYER

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all irrespective of their caste, religion, color, marital status and sex.

40. CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the companys operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the company.

41. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the valuable support received by your Company from Banks, Govt. of Rajasthan, Govt. of Karnataka, Govt. of Haryana, Government of Madhya Pradesh, Govt. of Uttar Pradesh, Central Govt. and Government of Fujairah. The Board thanks the employees at all levels for their dedication, commitment and hard work put in by them for Companys achievements. Your Directors are grateful to the Shareholders/ Stakeholders for their confidence and faith reposed in Board.

For and on Behalf of the Board
Place: Kanpur Yadupati Singhania
Dated: 17th June, 2020 Managing Director