Ambuja Cements Ltd
Directors Reports
TO THE MEMBERS
The Board of Directors are pleased to present your Company's 40th
Annual Report on business and operations, together with the audited financial statements
(consolidated as well as standalone) for the fifteen months period ended March 31, 2023
(FY 2022-23).
1. FINANCIAL PERFORMANCE 2022-2023
(Rs In Crores)
|
Consolidated |
Standalone |
| Particulars |
2022-23 |
2021 |
2022-23 |
2021 |
| Revenue from Operations |
38,937.03 |
28,965.46 |
19,985.43 |
13,979.04 |
| Other Income |
737.71 |
352.44 |
952.27 |
281.18 |
| Total Income |
39,674.74 |
29,317.90 |
20,937.70 |
14,260.22 |
| Profit before Tax |
3,729.49 |
5,164.47 |
3,055.05 |
2,787.90 |
| Tax Expenses |
705.11 |
1,453.43 |
501.56 |
704.71 |
| Profit for the year |
3,024.38 |
3,711.04 |
2,553.49 |
2,083.19 |
| Attributable to |
|
|
|
|
| Owners of your Company |
2,583.40 |
2,780.38 |
2,553.49 |
2,083.19 |
| Non-controlling Interest |
440.98 |
930.66 |
|
|
| Other Comprehensive Income/(Loss) |
28.87 |
11.11 |
(2.11) |
5.67 |
| Total Comprehensive Income |
3,053.25 |
3,722.15 |
2,551.38 |
2,088.86 |
| Attributable to |
|
|
|
|
| Owners of your Company |
2,596.81 |
2,788.78 |
2,551.38 |
2,088.86 |
| Non-controlling Interest |
456.44 |
933.37 |
|
|
| Opening Balance in retained earnings |
6,516.20 |
3,925.98 |
3,526.28 |
1,635.98 |
| Amount available for appropriations |
9,113.01 |
6,714.76 |
6,077.66 |
3,724.84 |
| Appropriations |
|
|
|
|
| Final Dividend Paid for 2021 |
1,250.96 |
198.56 |
1,250.96 |
198.56 |
| Closing balance in retained earnings |
7,857.70 |
6,516.20 |
4,826.70 |
3,526.28 |
The performance of the current year is not comparable to that of the
previous year due to change in accounting period,as current year comprises of a period of
15 months as against 12 months of the previous year.
2. CHANGE OF MANAGEMENT – ENTRY OF ADANI GROUP
During the FY 2022-23, your Company became a part of the Adani Group,
as Holcim divested their entire shareholding and control in your Company by way of
transfer of 100% shareholding of Holderind Investments Limited (Holderind) to Endeavour
Trade and Investment Ltd., a company belonging to Adani group (Endeavour). In view of the
above, Endeavour also became one of the Promoter of your Company along with Holderind.
With the change in the promoters, there was a change in the Management
of your Company. Your Company also revised its Financial year from January- December to
April-March to comply with the provisions of the Companies Act, 2013. Accordingly, the
financial performance presented is for a period of 15 months i.e. from January 01,
2022 to March 31, 2023.
3. OVERVIEW OF COMPANY`S OPERATIONAL AND PERFORMANCE HIGHLIGHTS
• Consolidated income, comprising Revenue from Operations
and other income, for the FY 2022-23 was ` 39,675 as against ` 29,318 Crore in
2021.
• Consolidated Profit before Tax for the FY 2022-23 was ` 3,729
Crore vis-?-vis ` 5,164 Crore in 2021.
• Consolidated Profit after Tax for the FY 2022-23 was `
3,024 Crore compared to
` 3,711 Crore in 2021.
• Cement production is 67.06 Million tonnes in 2022-23 as against
52.81 Million Tonnes in 2021.
• Cement Sales Volume is 67.60 Million tonnes in FY 2022-23 as
against 53.23 Million Tonnes in 2021.
• The net sales in cement is ` 38,398 Crore in FY 2022-23
as against ` 28,548 Crore in 2021.
4. DIVIDEND
Your Company has a robust track record of rewarding its shareholders
with a generous dividend pay-out. In view of the strong operational and financial
performance during the FY 2022-23 under review, the Board of Directors is pleased to
recommend a dividend of 2.50 per share (125%) for the period ended March 31, 2023. This
represents a pay-out ratio of 19.4%.
The Dividend payment is in accordance with your Company`s Dividend
Distribution Policy. In terms of the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended (‘the Listing
Regulations'). This policy is available on your Company's website at
https://www.ambujacement. com/Upload/PDF/8.-Dividend-distribution-policy.pdf.
5. CAPITAL STRUCTURE OF YOUR COMPANY
Your Company's paid-up equity share capital continues to stand at
` 397.13 Crore as on March 31, 2023. During the FY 2022-23, your Company has issued
477,478,249 (Forty Seven Crores Seventy Four Lakhs Seventy Eight Thousand Two Hundred
Forty Nine) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up
equity share of your Company of face value of ` 2/- each (‘Warrants') at a price
of ` 418.87 each payable in cash (‘Warrants Issue Price'), aggregating upto `
20,001 crore. The warrant holders have paid 25% of the warrant issue price and have
options to convert the warrants within a period of 18 months i.e by April 18, 2024.
Your Company does not have any scheme for the issue of shares,
including sweat equity to the Employees or Directors of your Company.
6. TRANSFER TO RESERVES
Your Company has not transferred any amount to the Reserves for the
period ended March 31, 2023.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the period under
review, as stipulated under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing
Regulations") is presented in a separate section, forming part of this Annual Report.
8. CAPACITY EXPANSION AND NEW PROJECTS
Your Company's current installed capacity is 31.45 MTPA. Detailed
information on capacity expansion and new projects is covered in the report on
Management Discussion and Analysis forming part of this Annual Report.
9. CREDIT RATING
As in the previous years, CRISIL, the reputed rating agency, has given
the highest credit rating of AAA/ STABLE for the long-term and A1+for the short-term
financial instruments of your Company. This reaffirms the reputation and trust your
Company has earned for its sound financial management and its ability to meet its
financial obligations.
10. DEPOSITS
There were no outstanding deposits within the meaning of Section 73 and
74 of the Act read with rules made thereunder at the end of the FY 2022- 23 or the
previous financial years. Your Company did not accept any deposit during the period under
review.
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments covered under the
provisions of Section 186 of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 are given in the Notes to the Financial Statements (Refer Note No.
54)
12. INTERNAL CONTROL SYSTEMS
12.1 Internal audit and its adequacy
The scope and authority of the internal audit function is defined in
the Internal Audit Charter. To maintain independence and objectivity in its functions, the
internal audit function reports directly to the Audit Committee.
At the beginning of each financial year, a risk-based annual audit plan
is rolled out after it is approved by the Audit Committee. The audit plan aims to evaluate
the efficacy and adequacy of the internal control system(s) and compliance(s) thereof,
robustness of internal processes, policies and accounting procedures, compliance with laws
and regulations. The Internal Audit function, consisting of professionally qualified
accountants, engineers, Fraud Risk and Information Technology audit specialists, is
adequately skilled and resourced to deliver audit assurances at highest levels.
Based on the reports of internal audit function, process owners
undertake corrective action in their respective areas. Significant audit observations and
corrective actions thereon are presented to the Audit Committee.
12.2 Internal Controls over Financial Reporting
Your Company's internal financial controls are commensurate with
the scale and complexity of its operations. The controls were tested during the FY 2022-23
and no reportable material weaknesses either in their design or operations were observed.
Your Company has put in place robust policies and procedures, which
inter-alia, ensure integrity in conducting its business, safeguarding of its assets,
timely preparation of reliable financial information, accuracy & completeness in
maintaining accounting records and prevention & detection of frauds & errors.
13. WHISTLE BLOWER POLICY
Your Company has adopted a Whistle Blower Policy and has established
the necessary vigil mechanism for its employees and Directors to report concerns about any
unethical and improper activity, without fear of retaliation. No person has been denied
access to the Chairman of the Audit Committee. The Whistle Blower policy is uploaded on
the website of your Company at
https://www.ambujacement.com/Upload/PDF/3.-Whistle-Blower-Policy_New.pdf. The Audit
Committee monitors and reviews the investigations of the whistle blower complaints. During
the FY 2022-23 under review, 20 complaints were received under Whistle Blower Policy and
were resolved after investigation.
14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
As of March 31, 2023, your Company has six subsidiaries, one joint
venture and one joint operation. Your Company had incorporated two wholly owned
Subsidiaries i.e. Ambuja Shipping Services Ltd. and Ambuja Resources Ltd. during FY
2022-23.
M/s. Dirk India Private Limited ceased to be the subsidiary of your
Company during the FY 2022-23 due to its merger with the Company and M/s. Dang Cement
Industries Private Limited ceased to be the subsidiary of your Company during the FY
2022-23 due to the divestment made by the Company. Pursuant to the provisions of Section
129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI
Listing Regulations, your Company has prepared Consolidated Financial Statements of your
Company and a separate statement containing the salient features of Financial Statement of
subsidiary, joint venture and joint operation entities in Form AOC-1, which forms part of
this Annual Report.
The Annual Financial Statements and related detailed information of the
subsidiary / joint venture companies shall be made available to the shareholders of the
holding and subsidiary / joint venture companies seeking such information on all working
days during business hours. The financial statements of the subsidiary / joint venture
companies shall also be kept for inspection by any shareholders during working hours at
your Company's registered office and that of the respective subsidiary / joint
venture companies concerned. In accordance with Section 136 of the Act, the Audited
Financial Statements, including Consolidated Financial Statements and related information
of your Company and audited accounts of each of its subsidiary joint venture, are
available on website of your Company at www.ambujacement.com under the
‘Investors' section.
The Board of Directors of your Company has approved a Policy for
determining material subsidiaries in line with the Listing Regulations. The Policy is
available on your Company's website (www.ambujacement.com/investors) Pursuant to
Section 134 of the Act read with rules made thereunder, the details of developments of
subsidiaries and joint ventures of your Company are covered in the Management Discussion
and Analysis Report, which forms part of this Annual Report.
15. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
15.1 Directorate
As of March 31, 2023, your Company's Board had eight members
comprising of three Non Executive and Non-Independent Directors, one Executive Director
and four Independent Directors including one woman Independent Director. The details of
Board and Committees composition, tenure of Directors, areas of expertise and other
details are available in the Corporate Governance Report, which forms part of this Annual
Report.
During the FY 2022-23, following changes took place:
A. Appointments/Re-appointments
With effect from September 16, 2022, the Board was re-constituted as
under: Mr. Gautam Adani - Non-Executive Chairman, Mr. Karan Adani-Non-Executive Director,
Mr. M R Kumar - Nominee Director (LIC nominee), Mr. Rajneesh Kumar - Independent Director,
Mr. Ameet Desai - Independent Director, Mr. Maheshwar Sahu - Independent Director and Ms.
Purvi Seth - Independent Director, were appointed.
Mr. Ajay Kapur was appointed as Whole Time Director and CEO, by the
Members at the Extra Ordinary General Meeting held on October 08, 2022 with effect from
September 17, 2022 to November 30, 2025.
Mr. N. S. Sekhsaria, Chairman & Non-Executive, Non-Independent
Director tendered his resignation from the position of Chairman and Director of your
Company w.e.f. September 16, 2022 in order to focus on other interests and endeavours. In
recognition of his outstanding and invaluable contributions, Mr. Sekhsaria was appointed
as "Chairman Emeritus" of your Company.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of your Company, Mr. Karan Adani (DIN:
03088095 ) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and
being eligible, offers himself for re-appointment.
B. Cessation
The Holcim representatives on the Board – Mr. Jan Jenisch, Mr.
Martin Kriegner, Mr. Christof Hassig, Ms. Then Hwee Tan, Mr. Ramanathan Muthu, Mr. Ranjit
Shahani, Mr. Mario Gross resigned w.e.f September 16, 2022 due to transfer of ownership of
Holderind to Endeavour.
Mr. Praveen Kumar Molri and Mr. Arun Kumar Anand representatives of
Life Insurance Corporation (LIC) tendered their resignation w.e.f. April 28, 2022 and
September 15, 2022 respectively, pursuant to the withdrawal of their nominations by LIC.
The Independent Directors –Mr. Nasser Munjee, Mr. Shailesh
Haribhakti, Mr. Rajendra Chitale and Dr. Omkar Goswami also resigned from your Company
w.e.f. September 16, 2022 due to change of control of your Company.
Ms Shikha Sharma - Independent Director resigned for personal reasons
w.e.f September 16, 2022.
The Board placed on record its appreciation for the valuable services
rendered by all outgoing Directors.
15.2 Key Managerial Personnel
During the FY 2022-23 under review Mr. Neeraj Akhoury, Managing
Director & CEO and Ms. Rajani Kesari, Chief Financial Officer resigned w.e.f September
16, 2022. Mr. Rajiv Gandhi, Company Secretary resigned w.e.f December 15, 2022 from your
Company.
The Board placed on record its appreciation for the valuable services
rendered by Mr. Neeraj Akhoury, Ms. Rajani Kesari and Mr. Rajiv Gandhi Your Company
appointed Mr. Vinod Bahety as Chief
Financial Officer and Mr Ajay Kapur as Whole Time Director & CEO
w.e.f September 17, 2022.
15.3 Independent Directors
Your 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 your Company's Code of Conduct.
The Board is of the opinion that the Independent Directors of your
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 and mineral
industries and e-marketing and they hold highest standards of integrity.
15.4 Board effectiveness a. Familiarisation programme for Independent
Directors
Over the years, your Company has developed a robust familiarisation
process for the newly appointed Directors with respect to their roles and
responsibilities, way ahead of the prescription of the regulatory provisions. The process
has been aligned with the requirements under the Act and other related regulations. This
process inter-alia includes providing an overview of the cement industry, your
Company's business model, the risks and opportunities, the new products, innovation,
sustainability measures, digitization measures etc.
Details of the familiarisation programme are explained in the Report on
Corporate Governance and are also available on your Company's website and can be
accessed at https://www.ambujacement.com/Upload/ PDF/8.-Familiarization-programme.pdf
b. Formal annual evaluation
The Board carries out its annual performance evaluation of its own
performance, the Directors individually, as well as the evaluation of the working of its
Audit, Nomination & Remuneration, Risk Management, Stakeholders' Relationship,
CSR Committees as mandated under the Act and SEBI Listing Regulations, as amended from
time to time. The criteria applied in the evaluation process are explained in the Report
on Corporate Governance, which forms part of this Annual Report.
15.5 Remuneration policy and criteria for selection of candidates for
appointment as Directors, Key Managerial Personnel and Senior Leadership positions
Your Company has in place, a policy for remuneration of Directors, Key
Managerial Personnel and Members of the Managing Committee (‘ManCom') as well as
a well-defined criterion for the selection of candidates for appointment to the said
positions, which has been approved by the Board. The Policy broadly lays down the guiding
principles, philosophy and the basis for payment of remuneration to the Executive and
Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel
and ManCom.
The criteria for the selection of candidates for the above positions
cover various factors and attributes, which are considered by the Nomination
& Remuneration Committee and the Board while selecting candidates.
The policy on remuneration of Directors, Key Managerial Personnel is available at the
website of your Company and can be accessed at
https://www.ambujacement.com/Upload/PDF/4.-Remuneration-Policy.pdf The Board has also
formulated and adopted the policy on the ‘Diversity of the Board'. The details
of the same are available at the website of your Company and the weblink is provided in Annexure-1
to this report.
16. NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES
Regular meetings of the Board and its Committees are held to discuss
and decide on various business policies, strategies, financial matters and other
businesses. The schedule of the Board/Committee Meetings to be held in the forthcoming
financial year is circulated to the Directors in advance to enable them to plan their
schedule for effective participation in the meetings. Due to business exigencies, the
Board has also been approving several proposals by circulation from time to time.
During the FY 2022-23, 10 Board Meetings were convened and held, the
details of which are given in the Report on Corporate Governance, which forms part of this
Annual Report.
During the FY 2022-23 under review, with an objective of further
strengthening the governance standards so as to match with internationally accepted better
practices,theBoardhadreconstitutedcertainexisting Committees to bring more independence;
constituted certain new Committees and Sub-committees; and amended / adopted the terms of
reference of the said Committees. Most of the Committees consist of majority of
Independent Directors. All Committees are chaired by an Independent Director. Details of
the various Committees constituted by the Board, including the Committees mandated
pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given
in the Corporate Governance Report, which forms part of this Annual Report.
17. Independent Directors' Meeting
The Independent Directors met on 30th March, 2023, without the
attendance of Non-Independent Directors and members of the management. The Independent
Directors reviewed the performance of Non-Independent Directors, the Committees and the
Board as a whole along with the performance of the Chairman of your Company, taking into
account the views of Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.
18. CORPORATE SOCIAL RESPONSIBILITY
Your Company has constituted a Corporate Social Responsibility (CSR)
Committee and framed a CSR Policy. The brief details of CSR Committee are provided in the
Corporate Governance Report, which forms part of this Annual Report.
In compliance with Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as amended, statutory disclosures
with respect to the CSR Committee and an Annual Report on CSR Activities forms part of
this Report as
Annexure-2.
The CSR Policy and CSR Plan as recommended by the CSR Committee and as
approved by the Board is available on the website of your Company and can be accessed at
https://www.ambujacement.com/Upload/ PDF/1.-Corporate-Social-Responsibility-Policygh.pdf
Further, the Chief Financial Officer of your Company has certified that CSR spends of your
Company for the FY 2022-23 have been utilised for the purpose and in the manner approved
by the Board of the Company.
19. RISK MANAGEMENT FRAMEWORK
Your Company's governance structure has well-defined roles and
responsibilities, which enable and empower the Management to identify, assess and leverage
business opportunities and manage risks effectively. There is also a comprehensive
framework for strategic planning, implementation and performance monitoring of the
business plan, which inter-alia includes a well-structured Business Risk Management
process. To systematically identify risks and opportunities and monitor their movement, a
heat map has been designed comprising two (2) parameters: a) likelihood of the event and
b) the impact it is expected to have on your Company's operations and performance.
The risks that fall under the purview of high likelihood and high
impact are identified as key risks. This structured process in identifying risks supports
the ManCom in strategic decision-making and in the development of detailed mitigation
plans. The identified risks are then integrated into your Company's planning cycle,
which is a rolling process to, inter-alia periodically review the movement of the risks on
the heat map and the effectiveness of the mitigation plan.
The detailed section on key business risks and opportunities forms part
of Management Discussion and Analysis Report, which forms part of this Annual Report.
20. TRANSACTIONS WITH RELATED PARTIES
Your Company has developed a Related Party Transactions (‘RPTs')
Manual and Standard Operating Procedures to identify and monitor RPTs.
All transactions with related parties are placed before the Audit
Committee as well as the Board for approval. Prior omnibus approval of the Audit Committee
and the Board is obtained for the RPTs, which are foreseeable and repetitive. The RPTs are
entered with prior approvals of the Audit Committee and the same are subject to audit. A
statement giving details of all RPTs is placed before the Audit Committee and the Board of
Directors on a quarterly basis. The statement is supported by a certificate from the WTD
&CEO and the CFO.
All transactions with related parties during the FY 2022-23 were on
arm's length basis and were in the ordinary course of business. The details of the
material related-party transactions entered into during the FY 2022-23 as per the policy
on RPTs approved by the Board have been reported in Form AOC 2, which is given in Annexure-3
to this Report. None of the Directors and the Key Managerial Personnel has any pecuniary
relationships or transactions vis-?-vis your Company.
Your Company did not enter into any related party transactions during
the year which could be prejudicial to the interest of minority shareholders. No loans /
investments to / in the related party have been written off or classified as doubtful
during the year under review.
The policy on RPTs as approved by the Board of Directors has been
uploaded on your Company's website and can be accessed at https://www.
ambujacement.com/Upload/PDF/2.-Related-Party-Transcation-Policy.pdf
21. TRANSFER OF EQUITY SHARES UNPAID/ UNCLAIMED DIVIDEND TO THE IEPF
In line with the statutory requirements, your Company has transferred
to the credit of IEPF set up by the Government of India, equity shares in respect of which
dividend had remained unpaid/unclaimed for a period of seven (7) consecutive years within
the time lines laid down by the Ministry of Corporate Affairs. Unpaid/unclaimed dividend
for seven (7) years or more has also been transferred to the IEPF pursuant to the
requirements under the Act.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
Order passed by the National Company Law Appellate Tribunal (NCLAT)
in the Matter of Penalty Levied by the Competition Commission of India (CCI)
i) Appeal filed by your Company against the Order of the CCI
levying penalty of ` 1,163.91 crore on your Company was heard and dismissed by the NCLAT
in July 2018 and CCI's Order was upheld. Further, your Company has challenged the
judgement passed by NCLAT before the Hon'ble Supreme Court in September 2018. The
Hon'ble Supreme Court has admitted your Company's Appeal and ordered for the
continuation of interim order passed by the Tribunal.
ii) Pursuant to a reference filed by the Director, supplies and
Disposals, Government of Haryana, the CCI vide its Order dated January 19, 2017 has
imposed a penalty of ` 29.84 crore on your Company. Your Company filed an Appeal before
the Competition Appellate Tribunal (COMPAT) and obtained an interim stay on the operation
of the said Order. Further, by virtue of Government of India notification, all cases
pending before the COMPAT were transferred to the NCLAT and as such. The ‘Note of
Submission' is filed as directed by NCLAT and during the FY 2022-23 there is no
further development. Other than the aforesaid, there have been no significant and material
orders passed by the courts or regulators or tribunals impacting the ongoing concern
status and your Company's operations. However, Members' attention is drawn to
the statement on contingent liabilities and commitments in the notes forming part of the
Financial Statements.
23. AUDITORS
23.1 Statutory Auditor & Auditors' Report
M/s. S R B C & Co. LLP, Chartered Accountants (ICAI Firm
Registration Number 324982E/E300003)were appointed as the Statutory Auditors of your
Company foraperiodof5yearstoholdofficefromtheconclusion of the 39th AGM till the
conclusion of the 44th AGM to be held in 2027. The Auditors have also furnished a
declaration confirming their independence as well as their arm's length relationship
with your Company as well as declaring that they have not taken up any prohibited
non-audit assignments for your Company. The Audit Committee reviews the independence of
the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual
General meeting of your Company. The Auditors' Report for financial year 2022-2023 on
the Financial Statement (standalone and consolidated) of your Company forms part of this
Annual Report.
The Notes to the financial statements referred in the Auditors'
Report are self-explanatory. The Auditors' Report is enclosed with the financial
statements forming part of this Annual Report.
Explanation to Auditors' Comment:
The Auditors' Qualification has been appropriately dealt with in
Note No. 65 and 71 of the Notes to the Audited Financial Statements on Standalone and
Consolidated basis respectively.
23.2 Cost Auditor
The cost accounts and records are required to be maintained under
Section 148(1) of the Act. They are duly made and maintained by your Company. In terms of
the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, the Board has on the recommendation of the Audit Committee appointed M/s P.M.
Nanabhoy & Co. Cost Accountants (ICWAI Firm Registration No.000012) as the Cost
Auditors, to conduct the cost audit of your Company for the financial year ending March
31, 2023, at a remuneration as mentioned in the Notice convening the 40th AGM.
As required under the Act read with the Companies (Cost Records and
Audit) Rules, 2014, the remuneration payable to Cost Auditors must be placed before the
Members at a general meeting for ratification. Hence, a resolution for the same forms part
of the Notice of the ensuing AGM.
M/s P.M. Nanabhoy & Co. Cost Accountants have confirmed that the
cost records for the financial year ended December 31, 2021 are free from any
disqualifications as specified under Section 141 (3) and proviso to Section 148(3) read
with Section 141(4) of the Act. They have further confirmed their independent status. The
cost audit report for the FY 2021 was filed before the due date with Ministry of Corporate
Affairs.
23.3 Secretarial Auditor and Secretarial Audit Report
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
had appointed M/s. Mehta & Mehta, Company Secretaries in Practice, Mumbai, as the
Secretarial Auditor for conducting Secretarial Audit of your Company for the financial
year ended March 31, 2023.
The report of the Secretarial Auditor is given in Annexure-4.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
24. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF
YOUR COMPANY
There are no material changes and commitments, affecting the financial
position of your Company, which has occurred between the end of FY 2022-23 and the date of
this report.
25. CORPORATE GOVERNANCE
The Board of Directors reaffirm their continued commitment to good
corporate governance practices. During the FY 2022-23 under review, your Company complied
with the provisions relating to corporate governance as provided under the Listing
Regulations. The compliance report together with a certificate from your Company's
auditors confirming the compliance is provided in the Report on Corporate Governance,
which forms part of this Annual Report.
Board Policies
The details of the policies approved and adopted by the Board as
required under the Act and SEBI Listing Regulations are provided in Annexure-1 to
this report.
26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report, describing the
initiatives taken by your Company from environment, social and governance perspective, for
the FY 2022-23, forms part of this Annual Report as required under Regulation 34(2)(f) of
the Listing Regulations.
27. PARTICULARS OF EMPLOYEES
Your Company had 4,146 employees on standalone basis as on March 31,
2023.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-5 to this
Report.
Further, 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 the first
provision of section 136(1) of the Act, the Annual Report and Accounts are being sent to
the Members and other entitled thereto, excluding the aforesaid information. The said
information is available for inspection by the Members at the registered office of your
Company during business hours on working days upto the date of the ensuing AGM. Any
Member, who is interested in obtaining these, may write to the Chief Financial Officer or
your Company Secretary at the Registered Office of your Company.
28. REPORTING OF FRAUDS BY AUDITORS
During FY 2022-23 under review, neither the Statutory Auditors nor the
Secretarial Auditor have reported to the Audit Committee of the Board, under Section
143(12) of the Act, any instances of fraud committed against your Company by its officers
or employees, the details of which would need to be mentioned in this Report.
29. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the draft of the Annual Return of your Company for the financial year ended March 31, 2023
is uploaded on the website of your Company and can be accessed at www.ambujacement.com
30. COMPLIANCE WITH SECRETARIAL
STANDARDS
The Board of Directors affirms that your Company has complied with the
applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of
India, which have mandatory application during the FY 2022-23 under review.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The disclosures required to be made under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, on
Conservation of Energy , Technology Absorption and Foreign Exchange Earnings and Outgo is
as follows:
A) Conservation of Energy
(a) The steps taken or impact on conservation of energy:
1. Installation of medium voltage variable frequency drives (‘MVVFD')
& low voltage variable frequency drives (‘LVVFD') for process fans
across all ACL plants (Ambuja nagar, Bhatapara, Maratha & Panvel)
2. Burner upgradation at Ambuja nagar, Bhatapara, Rauri, Suli &
Maratha
3. Replacement of Component Cooling Water (CCW) Pump with higher
efficiency pump (Bhatapara)
4. Reduction in Station Heat Rate (SHR) and auxiliary power consumption
by replacing vacuum pump. (Rabriyawas)
5. Installation of LED Lights at Plant and Colony at various location
across all plants
6. Optimisation of grinding aid consumption in cement mill across all
plants
7. Reduction in Specific Thermal Energy Consumption (STEC) by
installation of high level controller in Bhatapara (Kiln – 1)
8. Reduction in (Specific Electric Energy consumption) SEEC Grinding by
installation of Mill master (Ropar, Bhatinda, Nalagarh)
9. Improvement in both STEC & SEEC by cooler replacement at
Rabriyawas 10. Replacement of 50% traditional HSD usage with PYROLITIC oil in heavy mobile
equipment.
11. Replacement of separators in mills [Raw mill / Cement mills] to
improve productivity 12. Maximising utilisation of renewal energy & power from WHRS
13. Utilization of electric & Liquified Natural Gas (LNG) vehicle
at Ambuja nagar 14. Focus on Productivity Rate Index (‘PRI') improvement
through Computational Fluid Dynamics (‘CFD') studies and through other in
house modification at Rauri, Darlaghat, Ambuja nagar (3 kilns), Maratha Also,
additional internal actions have been taken like timely heat balance and maintenance of
equipment's has increased productivity, thus improving energy consumption.
(b) The capital investment on energy conservation equipment :Capex ~
1. Power saving in by installing VFD, LVFD & MVVFD
2. 2 nos. High efficiency Condensor Cooling Water (CCW) Pumps for TPP
3. 1 no. Vacuum Pump in place of Steam-jet air ejectors (SJAE)
4. 4 no. burner upgradation
5. AFR feeding system upgradation – Solid & Liquid
6. Installation of Gas by-pass system for increasing AF utilization
7. New AFR feeding system, with increased capacity
8. Installation made for increasing utilization of wet / conditioned
fly ash
9. 3 nos. of separator replacement 10. Fibre Reinforced Plastic (FRP)
blade fan installation for Captive Power plant (CPP)
(c) Steps taken for alternate source of utilisation:
1. ~1.24 Lakh units of power, generated from WHRS installed at
Rabriyawas, Bhatapara & Rauri has been consumed in above period. WHRS at Suli plant to
be commissioned soon.
2. 1.09 Lakh unit of renewal power [own
+ Certificate Purchased] during the reporting period
3. Thermal Substitution Rate (TSR %) increase by 71 bps as compared to
2021.
B) Technology Absorption
(a) Efforts made towards Technology Absorption:
1. Installation of mill master to improve productivity of cement mill
2. Installation of high-level control to improve productivity of kiln
3. Technical Information system (TIS) Installation at plant locations
along with PACT dashboard for close monitoring of process data
4. Close Monitoring & Rescheduling of colony and plant lighting
(b) Information regarding Technology Imported during period Jan'22
– Mar'23:
| Details of Projects involved in Imports |
Status |
| New XRF at Ambuja nagar, Rabriyawas & Ropar |
Fully Absorbed |
| X-ray Analyser at Bhatapara |
Fully Absorbed |
| Mill Master installation at Bhatinda, Nalagarh, Roorkee &
Farakka |
Fully Absorbed |
| TIS installation at Ambuja nagar, Rabiriyawas & Farakka |
Fully Absorbed |
| Shredder spares [Cutting table, Side & Central Comb,
Hydraulic pump, Hydraulic Motor] |
Fully Absorbed |
| at Maratha & Ambuja nagar |
|
| Burner Replacement at Ambuja nagar, Maratha & Darlaghat |
Fully Absorbed |
| WHRS System at Rauri, Suli & Bhatapara (Kiln -1) |
Partially Absorbed |
| Ecostar Screen shaft assembly at Maratha & Ambuja nagar |
Partially Absorbed |
| Retrofitting of LNG kits in 16 nos Tippers, Tip-Trailers
& Bulkers at Ambuja nagar Mines |
Fully Absorbed |
| Screw conveyor set for Split hopper at Ambuja nagar |
Partially Absorbed |
| Replacement of Cutting Mill (Lab) |
Fully Absorbed |
| Replacement of Brokk machine at Ambuja nagar |
Fully Absorbed |
| Complete Cooler Replacement at Rabriyawas |
Fully Absorbed |
| ATS Crane Winch Gear Box at Ambuja nagar |
Partially Absorbed |
| PGNNA analyser for limestone stacker belt at Ambuja &
Gajambuja unit at Ambuja nagar |
Fully Absorbed |
| Cutting Rotor set at Maratha |
Fully Absorbed |
| Chain Conveyor accessories at Maratha |
Partially Absorbed |
| Replacement of Bomb calorimeter at CPP at Maratha |
Fully Absorbed |
| Replacement of Kiln& Cooler CCTV System at Maratha |
Fully Absorbed |
(c) Benefits derived (Cost reduction, product improvement/improvement,
Import substitution):
1. Improvement in clinker factor by increasing clinker reactivity and
intern increasing the Flyash usage.
2. AFR use brings down the requirement of conventional fuels.
3. Solar power saves fuels used and impacts heavily on electricity
cost.
4. Energy saving through initiative like Variable Frequency Drive (VFD)
installation, LED lights and optimisation.
C) There is no major Expenditure for R&D for the period of
Jan'22 – Mar'23, as various projects were executed. However, expansion plan
for laboratory is under progress.
D) Foreign Exchange Earnings and Outgo
|
` Crore |
| Foreign Exchange earned |
5,002 |
| Foreign exchange outgo |
2,214 |
32. OTHER DISCLOSURES
32.1 The WTD & CEO of your Company is not drawing any
remuneration or commission from any of the subsidiary of the Company.
32.2 Your Company has taken appropriate insurance for all assets
against foreseeable perils.
32.3 There were no material changes and commitments affecting the
financial position of your Company between the end of the financial year and the date of
this report.
32.4Your Company has not issued any shares with differential voting
rights/sweat equity shares. 32.5 There was no revision in the Financial Statements.
32.6 There has been no change in the nature of business of your
Company as on the date of this report.
32.7 There are no proceedings, either filed by Company or filed
against Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before
National Company Law Tribunal or other courts during the FY 2022-23.
32.8 Prevention of Sexual Harassment of Women at the Workplace
As per the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your
Company has constituted Internal Complaints Committees (ICs) at all relevant locations
across India to consider and resolve the complaints related to sexual harassment. The ICs
includes external member with relevant experience. The ICs, presided by senior
women,conduct the investigations and make decisions at the respective locations. The ICs
also work extensively on creating awareness on relevance of sexual harassment issues,
including while working remotely. During FY 2022-23 under review, there was no complaint
pertaining to sexual harassment. All new employees go through a detailed personal
orientation on anti-sexual harassment policy adopted by your Company.
33. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following statement
in terms of Section 134 of the Act: a) that in the preparation of the Financial Statements
for the extended Financial year ended March 31, 2023, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any
b) that such accounting policies as mentioned in Note 3 of the Notes to the Accounts have
been selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of your
Company as on March 31, 2023, and of the profit of your Company for the year ended on that
date c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities d)
that the annual accounts have been prepared on a going concern basis e) that proper
internal financial controls laid down by the Directors were followed by your Company and
such internal financial controls are adequate and were operating effectively f) that
proper systems to ensure compliance with the provisions of all applicable laws have been
devised and such systems were adequate and were operating effectively
34. ACKNOWLEDGEMENTS
The Directors express their deep sense of gratitude to the Central and
State Government Ministries and departments, shareholders, customers, business associates,
bankers, employees, trade unions and all other stakeholders for their support and look
forward to their continued assistance in future.
|
For and on behalf of the Board of Directors |
|
For Ambuja Cements Limited |
|
Gautam Adani |
| Ahmedabad |
Chairman |
| 2nd May 2023 |
DIN : 00006273 |
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