MANAGEMENT DISCUSSION & ANALYSIS
Your Directors are pleased to present the 26th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2022.
FINANCIAL RESULTS AND STATE OF COMPANYS AFFAIRS
(Rs in Crore)
|Sales & Other Income||881.10||737.66|
|Profit before Interest, Depreciation & Tax (EBIDTA)||153.82||151.28|
|Profit before Depreciation & Tax (PBDT)||103.56||97.50|
|Profit after Tax (PAT)||48.43||54.74|
|Surplus/(Deficit) brought forward||25.69||(29.05)|
|Surplus carried to Balance Sheet||74.12||25.69|
Financial Year 2021-22 witnessed two waves of Covid 19 pandemic, one in the beginning of the financial year and another towards the end. Unfortunately, during the first wave in May-June 2021 there was an unprecedented toll on human lives though disruption in the economic activities was contained to minimum. The Government and Administration across the Country have acted with remarkable agility in handling the crisis.
Supported by the Governments Infrastructure push through various schemes and allocations towards creation of hard assets, low base effect and continued strong rural housing demand, Cement production volumes have shown remarkable progress by surpassing the pre-pandemic levels. It grew around 12% as compared with 298 MT cement production during the year 2020-21.
Against the above back drop; the salient features of the performance recorded by your Company in the concluded Financial Year 2022 are as follows:
• Company recorded an all-time High Sales of Rs 881.10 Crores, showing a jump of ~19 % over sales of Rs 737.66 Crores achieved in the previous Financial Year.
• Cement Production and Sales stood at 13.05 Lakh and 13.13 Lakh tonnes respectively.
• Market Capitalization of the Company has crossed Rs 1500 Crores, an increase of more than 90% vis-avis Market Capitalisation as on 31st March 2021.
Towards the end of the year there has been sharp rise in the prices of fuel - both coal as well as of pet-coke. Rising diesel prices have also increased the freight costs significantly. However, your Company has been able to successfully mitigate the impact by focusing on improving efficiencies, product mix, geo mix, and brand positioning. All these combined efforts of the Company have resulted into a healthy EBIDTA of Rs 153.82 Crores in Financial Year 2022 against Rs 151.28 Crores achieved in the previous Financial Year. After providing for Interest, Depreciation & Tax, the Profit After Tax (PAT) for the Financial Year 2021-22 stood at Rs 48.43 Crores as against Rs 54.74 Crores recorded in the previous Financial Year.
PROGRESS OF THE PROJECTS & EXPANSION
Your Company is pleased to inform that after successful implementation of de-bottlenecking & Balancing projects our Clinker Capacity has increased from 1.20 Million Tonnes Per Annum to 1.50 Million Tonnes Per Annum and Cement Capacity has increased from 1.60 Million Tonnes Per Annum to 2.20 Million Tonnes Per Annum. The Company shall stand to reap the benefit of these enhanced capacities in coming years.
In addition, your Company has already taken up for implementation of Expansion Project involving setting up of an additional Clinker Line of 1.50 Million Tonnes Per Annum capacity and Cement Grinding Capacity of 2.50 Million Tonnes Per Annum. After the completion of this expansion Projection, the Total Clinker Capacity shall enhance from existing 1.50 Million Tonnes Per Annum to 3.0 Million Tonnes Per Annum and Total Cement Capacity shall enhance from 2.2 Million Tonnes Per Annum to 4.7 Million Tonnes Per Annum in about 2 years time.
The Company has already received Environmental Clearance for the Project and consent to establish from Government of Rajasthan and is on the charted path of achieving other approvals as necessary. After commissioning of this Expansion Project, your Company shall be able to expand and deepen its market share.
OUTLOOK FOR INDIAN ECONOMY, INDUSTRY STRUCTURE AND DEVELOPMENTS
Cement demand recovered very smartly during the current financial year, registering a growth of about 12% and volumes of ~330 Million MT in Financial Year 2022. This becomes significant in the backdrop of pandemic financial year 2021 and the turmoil faced in the first quarter of Financial Year 2022 due to the second wave of the pandemic. However, the journey in these two years have been fairly volatile with the demand registering a staggering drop of more than 80% in the first quarter of Financial Year 2021and then gradually recovering in subsequent quarters to close the year with a drop of about 9% to 10% against the forecast of about 15% drop over Financial Year 2020. Financial Year 2022 began on a cautious note and for the first two quarters the cement demand struggled to claw back to pre-pandemic levels of Financial Year 2020. However, last two quarters of recently concluded Financial Year 2022 have shown excellent traction on demand front and the year eventually has closed on an optimistic note and more importantly the monthly cement sales are directionally inching towards 30-35 Million MT mark.
When everything was looking on up-swing; we are faced with the global challenges of potentially large scale conflicts and continued pandemic uncertainties; resulting into unprecedented rise in the cost of fuel & energy which further is leading to high inflation and rising cost of financing. India may remain relatively less impacted due to possibility of importing oil at relatively cheaper rates but in absolute terms the cost of fuel and power have risen and are likely to rise sharply in short to medium term. Rising commodity prices including the price of steel and other construction material would possibly act as a damper on the economy specially the capital asset formation as also the construction indices.
Notwithstanding these headwinds, India still retains its place amongst the fastest growing large economies with focus on manufacturing and infrastructure development. Both International Monetary Fund (IMF) as well as the Economist in its latest issue has concluded that India is likely to be worlds fastest growing Big Economy this year. Some of the arguments advanced in this regard are:
GDP - In the previous 8 years Indian economy has grown by over 40% which is only second to China which grew 53% during the same period amongst the bigger economies. Growth this year of about 8% will be the highest among big countries, according to IMF. It predicts that by 2027 India will be the worlds fifth largest economy, with a GDP of roughly $5 Trillion at market prices.
Market Capitalization - The size of Indian stock market has already reached number 4 spot in the larger economies in the world lagging behind only USA, China andJapan.
Infrastructure - The national highway network is over 50% longer than it was in 2014 (now using digital tolling system - fastag). The number of domestic air passengers has doubled, air-freight volumes are up by 44%. There are more than three times as many mobile phone base stations, supporting 783 million broadband subscribers. Wall Street private equity firms are competing to create networks of warehouses across India. Next few years would see operationalization of mega infrastructure development initiatives such as Dedicated Freight Corridors, High Speed Rail Corridors, focus on Metro Rail Networks in many Tier II cities, road projects of national importance such as Bharatmala etc. This would result in great improvements in Supply Chain efficiencies and hence lowering of costs and increasing of competitiveness in manufacturing.
The government of the day is committed to easing of regulations and transparency in governance; thereby significantly enhancing the Ease of Doing Business and attract FDI in all sectors. India is expected to see an FDI of US $ 100 Billion in Financial Year 2023; which puts India amongst the top 5 globally. A large FDI in manufacturing and services would trigger expansion in many other sectors of economy and thereby having a positive influence on construction and demand for cement.
Going forward while Financial Year 2023 appears to be a year full of opportunities as well as uncertainties and challenges; however, we remain optimistic for the outlook for the cement sector which according to us would firmly remain on a long-term trajectory of sustainable annual growth ranging from 6% to 8%.
OPPORTUNITIES AND THREATS
The Indian economy is passing through tough phase of unprecedent inflation on account of ongoing geopolitical tension between Russia and Ukraine. During the Financial Year 2021-22, the metal and coal prices have moved very sharply. Hypothetically, this level of cost spike, if it sustains, without any price adjustment in the cement sector then its profitability would be reduced to marginal levels.
Continuously increasing diesel prices is also impacting logistics cost of the industry. Industry is also looking forward towards CNG/LNG vehicles launch in the market that will bring efficiency as well as some cost relief for road transportation. It will also drastically reduce the carbon footprint.
Prevailing cement prices are almost at all time high and have sustained but any further increase in near term is ruled out due to lack of demand and there is reasonably understandable inability to pass on the magnitude of cost spike being seen currently. However, one should focus on long term fundamentals i.e. cost spike can be temporary as geopolitical situation eases.
Housing and infrastructure are two key segments that account for more than 80% of total cement consumption in the country. In Financial Year 2021-22, the Cement production in India has increased about 12% YOY, driven by rural housing demand and governments strong focus on infrastructure development. Further, the Indian cement industry is likely to add ~ 80 million tonnes capacity by Financial Year 2024, the highest since the last 10 years, driven by increasing spending on housing and infrastructure activities. In October 2021, Honble Prime Minister, Shri Narendra Modi, launched the PM Gati Shakti - National Master Plan for multimodel connectivity. Gati Shakti will bring synergy to create a world-class, seamless multimodal transport network in India. This will boost the demand for cement in the future. Indian cement companies are amongst the world greenest cement manufacturers. With high allocation under the Union Budget 2022-23 for infrastructure, affordable housing schemes and road projects to fuel the economy, the domestic cement industry is poised for large surge. In 2021, as Work From Home is being adopted at a faster pace amidst the Pandemic, the demand for affordable housing, with ticket size of Rs 40-50 Lakh, is expected to rise in Tier II and Tier III cities leading to an increase in demand for cement.
RISKS AND CONCERNS
The COVID-19 Pandemic has had devastating health and economic consequences, with unprecedented disruption to peoples lives, the global economy and world trade. The International Monetary Fund, World Bank Group, World Health Organization and World Trade Organization have joined forces to accelerate access to COVID-19 vaccines, therapeutics and diagnostics by leveraging multilateral finance and trade solutions, particularly for low- and middle-income countries. The aim is to vaccinate at least 60% world population by mid-2022.
Construction and real estate sectors have also been adversely impacted in tandem. Companies are facing subdued demand of Cement. Pace of highway construction fell to a four year low. In addition, the Industry is suffering from the rising fuel and input costs. Supply chains cutting across all industries are also likely to remain adversely impacted over a long time and may result in further loss of GDP to a quick rebound to a gradual and slow recovery over the next few years. The emerging scenario would need a different kind of response from all quarters. One of the concern and the expectations in industry has is when each time, the GST council meets, the industry eagerly hopes that the cement will be put under lower tax slabs than the sin slab of 28%. Ever since the introduction of GST, the council is periodically reviewing the tax rates and is consistently bringing more and more commodities under lower tax slabs. Cement is now one of the very few commodities that is in highest tax slab and understandably because it is not easy for the governments of the day to let lose the tax cow. Like always, the industry prefers to be positive and keep its hope alive for a favourable outcome. The Company has a strong risk management framework that enables regular and active monitoring of business activities for identification, assessment and mitigation of potential internal or external risks. Our commitment to strong ethical values and high levels of personal and organisational integrity adds a further layer of risk mitigation to our operations. With resilience and agility, your Company is confident to sail through this difficult time.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate Internal Control System commensurate with the size and level of operations of the Company and the same were operating effectively throughout the year. The Company has an independent Corporate Internal Audit Department which carry-out the Internal Audit of its Plant, Sales depots and Registered Office. This Internal Audit Department submits its report on the Efficacy and Adequacy of Internal Control Systems to the Chairman of Audit Committee of the Board. There are adequate checks and balances in place, wherein deviation from the systems laid-out are clearly identified and corrective actions are taken in respective areas, wherever required.
During the year, the Companys Budgetary Control System and MIS were working effectively to map the actual performance viz-a-viz Budget for taking corrective actions in the areas where deviations were found, if any.
INTERNAL FINANCIAL CONTROLS
The Company has institutionalized its Internal Financial Control Systems, Policies and Procedures in line with the size and the complexity of its operations. This ensures accuracy and comprehensiveness of the Accounting records. These Internal Financial Control Systems are adequate for safeguarding the Assets of the Company and are effective towards prevention and detection of frauds and errors. The Policies and Procedures are also adequate for orderly and efficient conduct of business of the Company. The Company has in place specific Standard Operating Practices (SOPs) for its various functional areas. These SOPs are periodically reviewed by the Internal Audit Team and exceptions, if any, are reported. The Company also has a robust management information system for the timely preparation of reliable financial information. No reportable material weaknesses were observed in the system.
HUMAN CAPITAL MANAGEMENT
The Company is driven by its values including "Caring for People. We believe our employees are the key assets for achieving our vision and mission seamlessly. Their dedication, commitment and conscientious approach to work is at the backbone of our strive for operational excellence and success.
This strive for excellence involves creating a work environment which is collaborative, enriching and fosters a culture of learning and growth in order to enable employees to perform at their full potential. Our work culture facilitates continuous interaction & dialogue with our employees thereby facilitating an open channel for two-way communication. We consciously seek feedback on any organisational changes and keep our employees adequately informed to ensure smooth transition.
We continuously emphasize on the development of talent within and strengthening the core areas of expertise by enabling continuous learning leveraging through various platform for employees for their capability & skill development. Formal digital platforms have been launched to enable sharing of ideas and best practices across work groups which helped us to drive continuous improvement and innovation such as SMART based KRAs/Goals linked with organizational objectives, Employee Engagement initiatives like Kaizen, CFTs, Suggestion Schemes, employee welfare schemes, etc., to name a few.
To retain talent with the organization, the company has attempting advance efforts on Talent Acquisition, Talent Management, Job Enrichment, Performance Management, Reward and Recognition, Leadership Mentoring and Coaching and Employee Satisfaction Survey. We have been practicing its unique approach for employees growth and development to leadership roles from within the Company by rewarding the deserving and providing a well-defined career growth path.
Fair and transparent HR Policies, open communication and effective collective bargaining with union has helped in sustaining congenial environment in the Company.
The Company is committed to support nearby communities through their CSR interventions to the nearby villages of Plant and Mines areas. Our CSR focuses on five basic community needs such as Education, Health, Sustainable Livelihood, Rural Development and Social Courses at large. Women Empowerment is one of the thrusted areas where we are able to generate employability for poor and low earning group ladies and girls in the nearby areas.
It is gratifying to note that our company has received the following awards & recognitions through-out the year:
• "Pyrotech-Tempsens Manufacturing Award-Large Enterprise" UCCI Excellence Awards 2022 by Udaipur Chamber of Commerce and Industry.
• "Certificate of Excellence" under the "Best Employer Award" by Employers Association of Rajasthan.
• "Rajasthan Best Employer Brand Awards 2021" under "Outstanding Contribution to HR" by World HRD Congress.
KEY CHANGES IN FINANCIAL INDICATORS
The various Financial Ratios for the year under review as compared to the same of the previous Financial Year are given hereunder:
|1 Operation Profit Margin||%||17.0||20.2|
|2 Net Profit Margin||%||5.53||7.45|
|3 Return on Net Worth||%||17.89||25.44|
|4 Current Ratio||Times||0.76||0.99|
|5 Interest Coverage Ratio||Times||3.06||2.81|
|6 Debt Service Coverage Ratio||Times||1.75||2.08|
|7 Debt Equity Ratio||Times||3.20||2.31|
|8 Net Debt Equity Ratio||Times||2.10||1.88|
|9 Debtors Turnover||Times||423||237|
|10 Inventory Turnover||Times||12||12|
ENVIRONMENT, HEALTH AND SAFETY
Environment, Health and Safety for your Company have been one of the key fundamental pillars of its business operations and growth. The Company is committed to maintaining cleaner production with a low carbon footprint by working beyond compliances. Initiatives like utilization of Green power, i.e. Solar and Waste Heat Recovery System to the tune of 45% in the total power mix, installation of state of art pollution control equipment, strategic development of greenbelt and plantation, use of waste-derived materials in place of virgin natural materials, etc. are testimony of its adherence to conservation and management of environmental resources.
The safety and well-being of its workforce and nearby community is topmost priority for the Company. Your Company operates on the principle that "Safety is everyones responsibility and we must not bypass it under any circumstances". Adhering to strict COVID standards, our workplaces are sanitized and COVID 19 appropriate behaviour is maintained as per the guidelines of local government. The Company is ISO 45001:2018 Certified for Occupational Health and Safety standards and has been recognized for maintaining one of the industry best Health and Safety training modules and practices at different renowned platforms.
Your Company has received following awards/ recognitions during the Financial Year 2021-22 :
• Asias most promising Cement Brand - Platinum Heavy Duty Cement.
• Promising Brands Award for 2021 (Platinum Supremo) from the Economic Times.
• Rajasthan Best Employer Brand Awards 2021 from Star Group, World HRD Congress, Mumbai.
• Certificate of excellence in the large scale category from The Employers Association of Rajasthan.
• Greentech Sustainability Award 2021 under Excellence in Affordable & Clean Energy.
• Golden Peacock Safety Award by Institute of Directors for continuous improvement in Occupational Health and Safety Performance.
• Appreciation certificate from Government of Rajasthan under "Ghar Ghar Aushadhi Yojana"and "Satat Sarthak Prayaas".
• Best Community Action CSR National Award from World Sustainability Organization.
CORPORATE SOCIAL RESPONSIBILITY
Serving the society towards improving the quality of life of the community at large has always been a priority of the Company. The concept of socially responsible business is deeply ingrained into our corporate DNA right from the initial years and till date we have pioneered and delivered several CSR projects for needy and vulnerable communities and families living around our business area. 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.
The Company is committed to bring long term transformational changes in the lives of the plants neighborhood communities through sustainable and impactful projects around the key development issues in the local areas. With this commitment, the Company undertook "Need Assessment Study" during the reporting period through a technically competent agency. The need assessment study has identified livelihoods; youth employability; health; education; water and women development as critical development needs and accordingly a " Long term CSR Roadmap" has been developed to guide CSR projects on year-to-year basis.
As the beginning of Financial Year saw deadly outbreak of COVID-19 Delta variant, the Company responded to this humanitarian crisis by providing PPE kits, Oximeters and the cotton masks to the local Gram Panchayats, hospitals and schools. Despite field level challenges due to surge of Delta and Omicron variants; the Company demonstrated its commitments towards CSR and implemented "Ongoing" and "Other than Ongoing Projects" in thrust areas of Health; Water & Sanitation, Education, Skilling and Livelihood and Rural development. On the livelihood front under Project Aajivika, the Company undertook multiple on-farm and off-farm activities including employability skill trainings to support youth 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 livelihood of the communities and families. As part of livestock development project, the Company initiated door-to- door veterinary services including infertility treatment, awareness on disease management and fodder development in few villages with the support of Animal Husbandry Department, Government of Rajasthan. Under Project Aarogya, the Company organized number of medical camps in the nearby villages. Under Rural Development Project, the Company constructed toilets at school; repaired government school building and undertook upgradation work for Anganwadis. These CSR projects have impacted positively the lives of the beneficiaries around the business area.
The Company received awards for its meaningful and life-changing CSR initiatives during the year. The Company was conferred with "National Award for Excellence under CSR in Best Community Action Category" by World CSR Day and ET. It was also awarded 8th CSR India Award 2021.
The Company has requisite Corporate Social Responsibility Policy in accordance with the provisions of the Act and Rules made there under, as amended. The CSR Policy is disclosed on the website of the Company at www.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 2022, 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 2021-22 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.
(a) Statutory Auditors
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.
(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 2021-22.
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 2021 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 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 2022 is being conducted by the said Firm and the Report will be duly filed.
The Company has neither invited nor accepted any deposits from the public.
PARTICULARS OF REMUNERATION
Disclosure of the ratio of the remuneration of each Director to the median 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, the Report and Accounts are 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 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://bit.lv/3MRihPB
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 152 of the Act, Shri Shrivats Singhania (DIN: 02359242) retires by rotation at the ensuing Annual General Meeting of the Company (AGM) and being eligible has offered himself for reappointment. The Board recommends his reappointment.
The first term of office of Amb. Bhaswati Mukherjee (DIN:07173244), Shri Vinit Marwaha (DIN: 00051403) and Shri Surendra Malhotra (DIN: 00271508) as Independent Directors of the Company shall determine on 23rd January 2023, 9th May 2023 and 29th June 2023, respectively. They are eligible for re-appointment as Independent Directors of the Company for a second term of upto five consecutive years. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended for the approval of the Members through Special Resolutions in the ensuing AGM, re-appointment of Amb. Bhaswati Mukherjee, Shri Vinit Marwaha and Shri Surendra Malhotra as Independent Directors of the Company for a second term as mentioned in the AGM Notice forming part of the Companys Annual Report 2021-22. In the opinion of the Board, they possesses requisite expertise, integrity, proficiency and experience. Relevant details are given in the Annexure to the Notice of the AGM.
The Board has 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.
The Members at the AGM held on 19th August 2021 had approved re-appointment of Shri Naveen Kumar Sharma as Whole-time Director for a further term of three years w.e.f. 1st October 2021.
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 would impact the going concern status of the Company and its future operations.
CHANGE IN THE NATURE OF BUSINESS
During the Financial Year under review, there was no change in the nature of business of the Company.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report of the Company for the Financial Year ended 31st March 2022 in the prescribed format, giving an overview of the initiatives taken by the Company from an environmental, social and governance perspective is given in a separate section of the Annual Report and forms a part of it.
Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 of the Listing Regulations, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report. The Corporate Governance Report also 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, 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) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
(g) Dividend Distribution Policy.
COMPLIANCE OF SECRETARIAL STANDARDS
Based on the Secretarial Audit Report of the Secretarial Auditor, the Company has 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;
(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.
Your Directors wish to place on record their appreciation for the continued support and cooperation received from various State Governments. The Directors also thank the Financial Institutions, Banks, Shareholders, Suppliers, Dealers and in particular the valued Customers for their trust and patronage. 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 and Hansdeep Industries & Trading Company Limited, our Fellow subsidiary, for all the financial, technical, marketing and operational assistance extended by them.
The Directors Report & Management Discussion and Analysis contains forward-looking statements, which may be identified by the use of words in that direction, or connoting the same. All statements that address expectations or projections about the future including but not limited to statements about your Companys strategy for growth, product development, market positions, expenditures and financial results are forward looking statements.
Your Companys actual results, performance and achievements could thus differ materially from those projected in such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information or events.
|On behalf of the Board of Directors|
|Place:New Delhi||Vinita Singhania|
|Date: 17th May 2022||Chairperson|