J K Cements Ltd
Chairman Speech
Dear stakeholders,
The year gone by was yet another reflection of JK Cement's
intrinsic strength and resilience to withstand external challenges. We not only managed to
deliver robust operational as well as financial performance, but also remained steadfast
on commitment to deliver sustainable growth. Amid a sharp increase in raw material costs
and pricing pressure, we brought our expanded capacities on stream as planned, continued
to make steady progress towards realising our ambitions. In addition, we opened new
windows of opportunities by foraying into the paints business through the inorganic route.
We now have a comprehensive portfolio spanning grey cement, white cement (WhitemaxX),
value added products like wall putty, gypsum plaster, tile adhesives and grouts, wood
finishes and paints.
Delivering consistent value
For FY 2022-23, we delivered industry-leading volume growth of 16%,
driven by strong domestic demand especially from infrastructure and housing construction
sectors. Our revenue from operations increased to 9,720 crore, up 22% from FY 2021-22.
However, operating expenses rose 33% y-o-y, primarily on account of higher energy and
logistics costs, which weighed significantly on margins. Although net sales realisations
increased marginally, the full impact of higher input prices could not be passed through
owing to pricing pressure on the back of intensifying competition. We reported EBITDA of
1,320 crore, down 14% while EBITDA margin came in at 13.9% versus 19.6% in the year
earlier period. Input prices have started to ease and are likely to stabilise going
forward, which should start flowing into the bottom-line from the second quarter. Our
Board of Directors recommended a dividend of 15 per share, which remains unchanged from
the year earlier.
On the road to sustainable growth
At JKCL, we have set clearly defined sustainability targets across
priority areas for 2030. Those priorities are also aligned with the United Nations
Sustainable Development Goals
(UN SDGs). We have implemented an internal carbon price and follow the
recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). The
organisation has achieved
~17% decrease in emissions from base year 2020, with ~44% power sourced
from green sources. The CDP climate score improved from ‘D' in FY 2020-21 to
‘B' in FY 2021-22, in the cement category. Additionally, our Muddapur facility
has received a GreenCo Platinum Rating, making it India's first integrated cement
factory to achieve this.
At JKCL, we are committed to making a positive impact on society
through various initiatives in areas like environment, healthcare, education, vocational
training, and community development.
Our sustainability efforts are centred around care, sensitivity, and
responsibility towards the local communities. Through our
Corporate Social Responsibility initiatives, we have invested 26.8
crore, positively impacting 4.8 lakh beneficiaries. Our ‘Sansparsh' programme
aims to promote the overall development and economic advancement of the communities in our
operational areas. This initiative includes various programmes such as the YPS Education
Upliftment Programme, YPS Health & Sanitation Mission, YPS Environment Conservation
Plan, YPS Drinking Water Project, and YPS Cattle Breed Improvement Project.
Fostering an inclusive work environment
We place great importance on diversity, equity, and inclusion. JKCL
prioritises the well-being of our workforce and strive to enhance their professional and
personal skills. Our commitment to employee growth is demonstrated by our consistent
achievement of the ‘Great place to work' recognition for the fourth consecutive
year!
We provide rigorous safety training for our factory workers and
emphasise safe driving practices. Safety is a paramount concern for us, and we regularly
assess and upgrade our safety measures to prevent accidents. We go beyond compliance with
our operation health and safety (OHS) standards. We also have measures in place to prevent
OHS emergencies and are prepared to handle any such situations using the
‘Suraksha' app, which tracks permits, incidents, and EHS
observations.
We utilise the SAP enterprise resource planning (ERP) system to
streamline our operations and exchange information
This system enables us to record and access real-time data on
accounting, procurement, supply chain, compliance, and other vital aspects of the
business.
All-round growth ahead
As we look ahead, I am confident in our growth potential. By reducing
reliance on inorganic means, we are poised to leverage our internal strengths and optimise
our resources effectively. This approach aligns perfectly with our track record of under
committing and overachieving, which has consistently generated value for our stakeholders.
Lastly, I would like to emphasise our unwavering commitment to maintaining an
investor-friendly approach. We greatly value the trust and support of our shareholders,
and we remain dedicated to delivering to creating long-term value for all our
stakeholders. Thank you for your continued confidence in our Company.
Together, we will forge ahead, setting new benchmarks and achieving
even greater success. With best wishes,
| Dr. Raghavpat Singhania |
| Managing Director |
Passion to outperform
Dear stakeholders,
Growth with purpose has been the cornerstone of JK Cement's
journey since inception, and it gives me immense pleasure to report you that the year gone
by was no exception. Amid inflation pressures and intensifying competition, we delivered
industry-leading double-digit volume growth while maintaining the trade mix, completed our
expansion projects on schedule, and stayed on track to our business and 2030
sustainability targets. This robust performance speaks volumes about our core belief of
under-committing and over-achieving. paint business. We have Aligned with India's
progress
In a world grappling with geopolitical tensions, high inflation and
moderate economic growth, India has been an outlier, recording ~ 7% growth in FY 2022-23
and continuing to invest heavily in building economic and social infrastructure. Buoyed by
strong demand from housing, infrastructure and industrial sectors, the Indian cement
industry recorded 12% demand growth, much above the historical average of 0.9-1.0x
economic growth. Demand is likely to remain strong into FY 2023-24 as the Union government
frontloads expenditure in the run up to the general elections next year.
Further, India's per capita cement consumption at 265 kg, remains
significantly below the global average of 500 kg, which leaves significant growth
headroom.
We have strategically planned capacity additions in central India to
expand our reach in the markets of Uttar Pradesh and Madhya Pradesh. We successfully
commissioned two greenfield projects within 18 months a 2 MTPA integrated plant at Panna
and a 2 MTPA grinding unit at Hamirpur, achieving capacity utilisation of
60% and operating profit in the first full quarter of operation. Also 2
MTPA capacity added in various existing units by debottlenecking, thereby increasing
overall capacity by 6 MTPA during the fiscal. With this Company joined over 20 MTPA
capacity club. Further, the 1.5 MTPA greenfield expansion at Ujjain and 2 MTPA capacity
addition at Prayagraj are progressing as per schedule, which when completed will take our
grey cement capacity to 24 MTPA by 2025.
Further, we have forayed into the paints segment by acquiring Acro
Paints. We believe the acquisition will be immediately value accretive, without the need
to deploy resources for setting up a earmarked a capex of 600 crore, which not only makes
our portfolio complete but also opens up new avenues for growth going forward.
Resilient performance amid
During FY 2022-23, we recorded 17% volume growth in grey cement and 8%
in white cement, with blended volumes growing at 16% y-o-y. Despite higher volumes, we
maintained our Grey Cement - blended cement mix at 65% and trade mix at 68%. Though, there
was an average increase in Net sales realisations per tonne of cement by 4 5 %, margins
remained under pressure due to all round significant increase in operating costs
especially due to higher petcoke/ coal prices.
Company's continuous effort to increase use of alternate fuel has
nullified the impact to some extent.
On account of cost optimisation initiatives our overall increase in
operating cost has been lower than competition.
We continued investing extensively in brand creation, customer
targeting strategies, and demand generation which is creating a strong retail pull for our
products.
Transitioning to green energy and net zero
At JKCL, we are committed to transitioning to green energy, achieving
net zero emissions, adopting circular economy practices, enhancing biodiversity, and
promoting sustainable mining, thereby setting industry benchmarks in sustainability.
Operating in a hard-to-abate industry, we actively explore new technologies and alternate
fuels, such as green fuel, to replace fossil fuels and work towards a net zero carbon
footprint.
We have made significant progress in reducing carbon emissions as per
SBTi targets, with a 17% decrease, i.e., 565 kg CO2/t cementitious
material, from the 2020 base year's emissions of 680 kg CO2/t. Joining the
‘Race to Zero' initiative, we aim to produce net zero cement and concrete by
2050 and have already achieved a 10% reduction in net Scope 1 carbon emissions.
Increasing our green energy mix is another priority, with a target of pressures
We have maintaining trade ratios despite rapid growth and witnessed
gains in the trade market, strengthening presence and market share.
75% by 2030. We employ various approaches to reduce thermal energy
consumption and invest in waste heat recovery systems and renewable energy systems.
Presently, our green energy mix stands at 44%.
Water consumption is also a key focus, with a goal to become five times
water positive by 2030 through efficient technologies and practices from the current four
times. Sustainable mining practices and biodiversity preservation are integral to our
operations. Environmental impact assessments are conducted, and management plans are
developed for mining operations to ensure compliance with environmental standards.
As part of our ‘Nature Positive'
2030 plan, we are establishing a biodiversity park in approximately 50
hectares of mine area in Chittorgarh,
Rajasthan. Our sustainability efforts have been recognised by the
Confederation of Indian Industry (CII), with the GreenCo Platinum (Muddapur) and GreenCo
Gold (Mangrol).
Building a skilled and engaged workforce
People remain at the core of our organisation, and we focus on their
development and well-being. Upskilling and reskilling initiatives are integral to our
efforts, with a goal to provide 20-man hours of training per employee by 2030 from the
current 12-man hours of training.
We prioritise the health and safety of our workforce and aspire to
maintain an injury-free and fatality-free workplace, both on-site and off-site. In
fostering a talented and diverse workforce, we aim to increase women's representation
to 5% by
2030, with notable progress achieved as we currently stand at 3%.
A future with outsized opportunities
We are driven by the belief that giving back to society and preserving
the environment is an integral part of our Company ethos. We understand that these efforts
add long-term value to our business while also benefitting the communities we operate in.
As we continue this journey, we remain committed to going the extra mile and achieving
even greater heights, striking a balance between profitability and sustainability.
India's inclusive and sustainable growth story is marked by its
commitment to upliftment and progress for all its citizens while ensuring long-term
environmental sustainability. The country has embarked on a transformative journey,
embracing sustainable development as a key driver of economic growth and equitable future.
JKCL, as a leading player in the cement industry is well placed to contribute to
India's multi-faceted progress.
I conclude by expressing my sincerest gratitude to our dealers,
distributors, supply chain partners, associates, our entire staff, and all our
stakeholders for their unwavering support and trust in our Company. We extend our best
wishes for a year filled with good health, safety, and prosperity for everyone.
| With warm regards, |
| Madhavkrishna Singhania |
| Deputy Managing Director & CEO |
  Â
J K Cements Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting Company's Twenty
Ninth Annual Report and Audited Financial Statements for the year ended 31st
March, 2023.
1. Financial Results
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations |
899859.90 |
767858.40 |
| Profit before depreciation & Tax and exceptional items |
116172.12 |
137555.53 |
| Less: Depreciation |
36146.40 |
28201.96 |
| Less: Exceptional items |
NIL |
13000.00 |
| Profit Before Tax |
80025.72 |
96353.57 |
| Tax Expense (Including deferred tax and tax adjustment of
earlier years) |
23771.62 |
33285.85 |
| Profit After Tax |
56254.10 |
63067.72 |
| Add: OCI (Other Comprehensive Income) |
319.47 |
380.61 |
| Add: Retained earnings at the beginning of the year |
208070.74 |
174854.95 |
| Add: Transfer from Debenture Redemption Reserve |
1307.35 |
1357.70 |
| Less: Transfer to General Reserve |
20000.00 |
20000.00 |
| Less: Dividend on Equity Shares |
11590.24 |
11590.24 |
| Balance to be carried forward |
234361.42 |
208070.74 |
2. Performance of the Company
Your Company's performance during the year under report has
overall improved. However, substantial increase in input costs impacted profitability.The
Company's Revenue from Operations increased by 17.19% to H
899859.90 Lacs during the year compared to H767858.40 Lacs in previous year.Profit after
Tax decreased to H56254.10 Lacs compared to H63067.72 Lacs.
3. Performance of the Subsidiary /Joint Venture Companies
The Company has three wholly owned subsidiaries two in India viz.
JaykayCem (Central) Ltd and JK Maxx Paint Ltd (formerly known as ‘JK Paints &
Coatings Limited') and another in UAE viz JK Cement (Fujairah) FZC. JK Maxx Paint Ltd
(formerly known as ‘JK Paints & Coatings Limited') has a step down
subsidiary viz Acro Paints Ltd. The UAE subsidiary has one step down subsidiary and such
step down subsidiary has a subsidiary in Africa. There has been no material change in
nature of the business of subsidiaries.
Subsidiary Company
J.K. Cement (Fujairah) FZC (JKCF) recorded net income of AED 1933446
(equivalent to H422.92 Lacs) for the period from April,2022 to 31st March, 2023
(Previous year net Loss of AED 114172584.99 equivalent to H 23162.87 Lacs)
JK Cement Works (Fujairah) FZC (JKCWF) is primarly involved in the
business of manufacturing and sale of white cement in Middle East and GCC markets. It has
reported a turnover of AED 184986144.73 (equivalent to 40463.31 lacs) (Previous year AED
166408466.55 equivalent to H 33260.29 Lacs). It recorded a loss before OCI of AED
34494877.02 (equivalent to H7247.22 Lacs) for the period from April, 2022 to 31st
March, 2023 {Previous year a loss of AED 39501152.48 equivalent to H 7908.22 lacs.}.
JK White Cement (Africa) Ltd. is second level step down subsidiary of
the Company, 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, has set up grey cement manufacturing
facilities in the state of Uttar Pradesh and Madhya Pradesh, recorded a revenue of H
33002.84 Lacs and net loss of H5969.40 Lacs (previous year loss H 97.31 Lacs) for the year
ended 31st March, 2023. It is proposed to amalgamate with your Company and as
on the date of reporting amalgamation is yet to be effective.
JK Maxx Paint Ltd (erstwhile JK Paints and Coatings Ltd.) is engaged in
business of Paints business has been incorporated during the year under report. Acro
Paints Ltd. became subsidiary of JK Maxx Paint Ltd and step down subsidiary of the Company
w.e.f 6th January, 2023. Acro Paints Ltd has recorded revenue of H 7955.58 Lacs
and a net profit of H29.47 lacs during the FY 2022-23.
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, Jaykaycem (Central) Ltd, JK Maxx Paint Limited and Acro Paints
Limited are annexed and forms an integral part of this Report. The Consolidated Financial
Statements prepared in accordance with relevant Accounting Standards issued by the
Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.
5. Dividend
The Board of Directors has recommended a payment of final dividend at a
rate of H15 per equity share
(150%) for the year ended March 31, 2023 subject to the approval of the
Members at the 29th Annual General Meeting (‘AGM'). In terms of the
provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (‘the Listing Regulations'), our Company has
formulated a Dividend Distribution Policy. The policy is available on our Company's
website and can be accessed at www.jkcement.com/assets/about/ company
policy/Dividend_Distribution_Policy.pdf
6. Transfer to Reserves
The Company proposes to transfer H1307.35 Lacs (previous year H1357.70
Lacs) from Debenture Redemption Reserve. Besides , our Company proposes H20000 Lacs
(previous year H20,000 Lacs) to General Reserve during Financial Year 2022-23
7. Share Capital
The paid up Equity Share Capital as at 31st March, 2023
remained at 77.27 Crores. During the period under report, your Company has not issued any
share including Sweat Equity, ESOP.
8. Finance
During the year under report, your Company has availed a sum of H
668.94 Crores towards disbursement of term loans and NCDs (previous year H585 Crores).
However it repaid H608.37 Crores (previous year H 346.73Crore) towards Term Loan and NCD,
reflecting its commitment to fulfilling its financial obligations and maintaining its
commitment to financial stability.
9. Credit Rating
Inspite of challenging cement industry scenario, CARE has reaffirmed
your Company's rating as "CARE AA+" (Care double AA+) for long term bank
facilities and "CARE A1+" for short term bank facilities. Besides this India
Ratings has also reaffirmed the Company's Issuer Rating at "IND AA+"
(Stable). Further, CRISIL has reaffirmed the Company's rating for Commercial Paper at
"CRISIL A1+".
10. Particulars of Guarantees or Investments by Our 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.
11. Operations
Grey Cement
During the year under report, cement production increased by 13% at
13.17 Million Tonne (compared to 11.70 Million Tonne last year) and sales increased by 12%
at 13.17 Million Tonne (compared to 11.72 Million Tonne last year), driven by favourable
market scenario.
White Cement
During the reporting period, production of White Cement & Wall
Putty increased by 11% to 15.55 Lac Tonne against 14.09 Lac Tonne in the previous year.
Sales increased by 11% to 15.92 Lac Tonne (compared to 14.34 Lac Tonne last year)
Paints
During the year under report, Your Company, through its wholly owned
subsidiary JK Maxx Paint Limited, acquired 60% equity share capital of M/s Acro Paints
Ltd (APL), making APL a step down subsidiary of your Company.
12. Projects of the Company
Our Company has
(a) Commenced Commercial production of Clinker and Cement at its
greenfield grey cement manufacturing unit at Panna, MP with a split grinding unit at
Hamirpur, U.P. with total capacity of 4 MnTPA under its wholly owned subsidiary
M/s Jaykaycem (Central) Ltd. (‘Jaykaycem').
(b) Implemented 2 MnTPA expansion by increasing Cement grinding
Capacity at various units with this, the Grey Cement production Capacity increased to
20.67 MnTPA
13. Personnel
13.1Industrial Relations
The industrial relations during the period under review generally
remained cordial at all cement plants.
13.2 Particulars of Employees
List of employees getting salary in excess of the limits as specified
under the provisions of Section
134 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 throughout or part of the financial year
under review is annexed separately marked as Annexure - E. However, the Annual Report
excluding the aforesaid information is being sent to all the members of the Company
pursuant to proviso to Section 136 of the Companies Act, 2013. Any member interested in
obtaining such particulars may inspect and/or send the request to the Company at its
Registered Office. None of the employee listed in the said Annexure is a relative of any
Director of the Company except Dr. Raghavpat Singhania, Managing Director and Mr.
Madhavkrishna Singhania Dy.
Managing Director & Chief Executive Officer being brothers and Dr.
Nidhipati Singhania being father. 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:
| S. No Requirements |
Disclosure |
| 1 The percentage increase in remuneration of CFO and CS in
the financial year |
CFO- 3.59% CS -1.19% |
| 2 The percentage increase in the median remuneration of
employees in the financial year |
6.5% |
| 3 The number of permanent employees on the rolls of the
Company |
Staff- 3475 Workmen- 551 |
| 4 Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration |
12% Last FY |
| 5 Affirmation that the remuneration is as per the
remuneration policy of the Company |
Yes |
| 6 Median Remuneration of all the employees of the Company (H
Lakh) |
8.84 |
| 7 Ratio of Remuneration of each Director and KMP to the
median remuneration of all the employees of the Company for the year 2022-23 |
Provided below |
Particulars about Key Managerial Personnel including Managing Director.
|
|
Remuneration Paid in |
|
|
| SN Name |
Designation |
2022-23 |
2021-22 |
% Increase in Remuneration from previous
Year |
Ratio to median Remuneration of all
employees |
| 1 Dr. Raghavpat Singhania |
Managing Director (KMP) |
16,12,62,000 |
14,33,58,916 |
12.49% |
182:1 |
| 2 Mr. Ajay Kumar Saraogi |
Dy Managing Director & Chief Financial Officer (KMP) |
9,13,36,000 |
8,81,71,750 |
3.59% |
103:1 |
| 3 Mr. Madhavkrishna Singhania |
Dy Managing Director & Chief Executive Officer (KMP) |
15,49,14,000 |
13,67,14,250 |
13.31% |
175:1 |
| 4 Mr. Shambhu Singh |
Company Secretary (KMP) |
88,36,259 |
87,32,193 |
1.19% |
10:1 |
** H8.84 Lakhs Median, Ratio is calculated on remuneration 2022-23
Particulars about other Non-Executive Directors.
|
|
Remuneration Paid in |
% Increase in |
Ratio to median |
| SN Name |
Designation |
2022-23 |
2021-22 |
Remuneration from previous Year |
Remuneration of all employees # |
| 1 Mrs. Sushila Devi Singhania |
Non- Executive Non Independent |
29,50,000 |
30,00,000 |
-1.67 |
3:1 |
| 2. Dr. K.B. Agarwal |
Non -Executive Independent |
21,75,000 |
22,75,000 |
-4.40 |
2:1 |
| 3. Mr. Sudhir Jalan |
Non -Executive Non Independent |
15,75,000 |
17,75,000 |
-11.27 |
2:1 |
| 4. Mr. Paul Heinz Hugentobler |
Non -Executive Non Independent |
1,38,55,499 |
1,29,54,786 |
6.95 |
16:1 |
| 5. Mrs. Deepa Gopalan Wadhwa |
Non -Executive Independent |
18,25,000 |
19,00,000 |
-3.95 |
2:1 |
| 6. Mr. Ashok Sinha |
Non -Executive Independent |
17,50,000 |
18,25,000 |
-4.11 |
2:1 |
| 7. Mr. Saurabh Chandra |
Non -Executive Independent |
19,00,000 |
19,75,000 |
-3.80 |
2:1 |
| 8. Mr. Satish Kumar Kalra |
Non -Executive Independent |
16,75,000 |
16,00,000 |
4.69 |
2:1 |
| 9. Mr. Mudit Aggarwal |
Non -Executive Independent |
17,75,000 |
16,50,000 |
7.58 |
2:1 |
| 10. Mr. Ajay Narayan Jha |
Non -Executive Independent |
18,00,000 |
17,50,000 |
2.86 |
2:1 |
| 11. Dr. Nidhipati Singhania |
Non- Executive Non Independent |
22,25,000 |
23,00,000 |
-3.26 |
3:1 |
13.3 Human Resources and Industrial Relations
Our Company has structured induction process at all locations.
Objective appraisal systems based on Key Result Areas (KRAs) are in place for Senior
Management Personnel. Our HR is effectively involved in nurturing,
enhancing and retaining talent through job satisfaction, management development programme
etc.
14. Significant and Material Order Passed by the
Regulator(s) or Court(s)/ Matter of Emphasis Impacting the Going
Concern Status and our Company's Operations in Future
The Competition Commission of India (CCI) vide its order dated
31.8.2016, imposed a penalty of H12,854 Lacs on the Company. The Appeal was heard
whereupon National Company Law Appellate
Tribunal (NCLAT) vide order dated 25.7.2018 upheld
CCI's order. The Company has filed statutory appeal before the
Hon'ble 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
2022-23
In a separate matter, CCI imposed penalty of
928 Lacs vide order dated 19.1.2017 for alleged contravention of
provision of Competition Act, 2002 by the Company. On Company's appeal, NCLAT has
stayed the operation of CCI's 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
Members' attention is drawn to the statement on contingent
liabilities in the notes forming part of the Financial Statements.
15. Corporate Governance
A report on Corporate Governance along with the
Practicing Company Secretary's Certificate on its compliance,
forms an integral part of this Report.
16. Public Deposits
Your Company has not invited any deposits from public/ shareholders
under Section 73 and 74 of the
Companies Act, 2013.
17. Whistle Blower Policy/Vigil Mechanism
The Company has a Whistle Blower Policy to report genuine concerns or
grievances, if any. The Whistle Blower Policy has been posted on the website of the
Company.
18. 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.
19. 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.
20. Remuneration Policy
The Board of Directors and Nomination and
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 Personnel and their remuneration. The Remuneration Policy is stated in the
Corporate Governance Report.
21. Related Party Transactions
All the related party transactions are entered on arm's 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 Company's 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 Independent Directors approves Related
Party Transactions.
The statement is supported by the certificate from the MD and the DMD
& CFO. The Related Party Transactions Policy as approved by the Board is uploaded on
the Company's website at www.jkcement.com.
22. 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
Company's state of affairs, profits and cash flows for the year
ended 31st March, 2023. 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), the matter is adequately covered
in Para 15 above and to be read along with notes on accounts.
23. 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 Company's 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 Company's 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.
24. Directors and Key Managerial Personnel
24.1Appointments a. In accordance with the provisions of Section
152 of Companies Act, 2013 and the Company's Articles of Association, Mrs. Sushila
Devi Singhania (DIN:00142549) will retire by rotation at the ensuing Annual General
Meeting and being eligible, offers herself for reappointment.
b. Mr. Paul Heinz Hugentobler (DIN 00452691) will attain the age
of 75 (Seventy Five) years on 14th February, 2024, therefore, his continuance
of office after attaining the age of 75 years would require approval of the Members by way
of Special Resolution at the ensuing Annual General Meeting
c. Mrs. Deepa Gopalan Wadhwa (DIN 07862942) was appointed as an
Independent Director at the 25th Annual General Meeting held on August
3, 2019, for a period of 5 years with effect from
November 3, 2018, till November 2, 2023, and she is eligible for
reappointment for the second term of 5 years that is from November 3, 2023, till November
2, 2028 would require approval of the Members by way of Special Resolution at the ensuing
annual general meeting.
d. Mr. Ashok Sinha (DIN 00070477) was appointed as an
Independent Director at the 25th Annual General Meeting held on August 3, 2019,
for a period of 5 years with effect from May 18,
2019, till May 17, 2024, and he is eligible for reappointment for the
second term of 5 years that is from May 18, 2024, till May 17, 2029. Mr. Ashok Sinha will
attain the age of 75 (Seventy Five) years on 15th February, 2027, therefore,
his continuance of office after attaining the age of 75 years and would require approval
of the Members by way of Special Resolution at the ensuing annual general meeting.
e. Mr. Saurabh Chandra (DIN 02726077)
Mr. Saurabh Chandra, was appointed as an Independent Director at the 25th
Annual General Meeting held on August 3, 2019, for a period of 5 years with effect from
May 18,
2019, till May 17, 2024, and he is eligible for reappointment for the
second term of 5 years that is from May 18, 2024, till May 17, 2029 and would require
approval of the Members by way of Special Resolution at the ensuing annual general
meeting.
f. Mr. Ashok Kumar Sharma (DIN: 00057771) aged 71, is a
practicing Chartered Accountant and having more than 46 years of experience in the field
of audit, taxation, accounts and finance appointed as Non-Executive, Independent Director
of the Company w.e.f 01.04.2023.
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
24.2 Cessations
Dr. Krishna Behari Agarwal (DIN: 00339934) has resigned as an
Independent Director of the Company w.e.f. 31st March, 2023 due to his advanced
age and related health issues.
24.3 Key Managerial Personnel
During the year under report, following Officials acted as Key
Managerial Personnel:-
| SN Name of the Official |
Designation |
| 1. Dr. Raghavpat Singhania |
Managing Director |
| 2. Mr. Madhavkrishna Singhania |
Dy. Managing Director & Chief Executive |
| 3. Mr. Ajay Kumar Saraogi |
Dy. Managing Director & CFO |
| 4. Mr. Shambhu Singh |
Company Secretary |
25. Meetings of the Board of Directors
During the year 2022-23, 4(Four) Board Meetings were convened and held,
the details of which are given in the Corporate Governance Report. The intervening gap
between the Meetings were within the period prescribed under the Companies Act, 2013.
26. 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 and
Remuneration Committee, CSR Committee, Committee of Directors and expressed satisfaction
with their functioning/performance.
27. 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,
2023, and of the statement of Profit and Loss and cash flow of the Company for the period
ended 31st March, 2023;
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.
28. Statutory Auditor
M/s. S.R. Batliboi & Co. LLP., Chartered Accountants (ICAI Firm
Registration No. 301003E/E300005) were re appointed as Statutory Auditors by the members
of the Company at the 28th Annual General Meeting held on August 13, 2022, for
a period of five years till the conclusion of the 33rd Annual General Meeting.
29. Cost Auditor
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 2023-24 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 arm's length
relationship with the Company. The Cost Audit Report for the financial year 2022-23 is
being filed with Ministry of Corporate Affairs.
30. Secretarial Audit
In terms of the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed M/s. Reena Jakhodia & Associates, Kanpur, Company Secretaries in
Practice, as the Secretarial Auditor for conducting Secretarial Audit of the Company for
the Financial Year ended March 31, 2023. The report of the Secretarial Auditor is attached
as Annexure A. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark except as detailed in MR-3 annexed to this Report. The
Company is in compliance with the Secretarial Standards, specified by the Institute of
Company Secretaries of India (‘ICSI').
31. Reporting of Fraud
The Auditors of the Company have not reported any fraud committed to
the Company as specified under Section 143(12) of the Companies Act, 2013. Further, no
case of Fraud on the Company has been reported to the Management from any other sources.
32. 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.
33. Corporate Social Responsibility (CSR)
Corporate Social Responsibility is an integral part of the
Company's ethos and policy and it has been pursuing this on a sustained basis. The
Company assists in running of Schools at their Cement Plants, ITIs and Sir Padampat
Singhania University, Udaipur imparting specialized 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, Culture, Community Welfare, Drinking Water, Sanitation, Education,
Health, Rural Development, Eradicating Hunger/Poverty. The Annual Report on CSR activities
is annexed herewith as Annexure B.
34. Statutory Information
34.1 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.
34.2 Annual Return
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is
available on the website of the Company at the link: https://www.jkcement.com/investors//
annualreturns
34.3 Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report for the year
ended 31st March, 2023 as stipulated under regulation 34 of the Listing
Regulations is annexed as Annexure D and forms part of the Annual Report.
34.4 Management Discussion & Analysis (MDA) Statement
The MDA as required under Listing Regulation is annexed hereto and
forms an integral part of this Report
35. Transfer to Investor Education and Protection Fund
During and pertaining to the year, the Company has transferred a sum of
H13,98,060/- which represents unclaimed dividend and Equity Shares (held by Shareholders)
which represents unclaimed shares were due for transfer has been transfered after the
close of financial year to the Investor Education and
Protection Fund in compliance with provisions of the Companies Act,
2013.
36. Disclosures Under the Companies Act, 2013 and Listing Regulations
36.1 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.
37.1 Independent Directors
The Company's 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(1)(b) of the Listing
Regulations. The
Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company's 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, people management, strategy, auditing, tax and
risk advisory services, infrastructure, banking, insurance, financial services,
investments, mining & mineral industries and E-marketing; 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 has been undertaken by the Independent Directors of the Company and
qualified..
37.2 Familiarisation Programme for Independent Directors
The familiarization 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.
38. 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.
39. Cautionary Statement
Statements in the Directors Report and the
Management Discussion and Analysis describing the Company's
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
Company's 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.
40. Other Disclosure
No disclosure or reporting is made with respect to the following items,
as there were no transactions during the year under review:
• Details relating to deposits that are covered under Chapter V of
the Act
• The issue of equity shares with differential rights as to
dividend, voting or otherwise
• The issue of shares to the employees of the Company under any
scheme(sweat equity or stock options)
• There is no change in the Share Capital / Debt
Structure during the year under review
• The Company does not have any scheme or provision of money for
the purchase of its own shares by employees or by trustees for the benefits of employees
• Managing Director, Dy. Managing Director & CEO and Dy.
Managing Director & CFO has not received any remuneration or commission from any of
its subsidiaries
• There was no revision in the financial statements
• There was no change in the nature of business
• There were no material changes and commitments affecting
financial position of the Company between the end of the financial year and the date of
this report
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 Company's achievements. Your
Directors are grateful to the Shareholders/ Stakeholders for their confidence and faith
reposed in Board.
|
For J.K. Cement Ltd. |
|
|
Dr. Raghavpat Singhania |
Madhavkrishna Singhania |
| Place: New Delhi |
Managing Director |
Dy.Managing Director & CEO |
| Date: 27.05.2023 |
DIN: 02426556 |
DIN: 07022433 |
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