India Cements Ltd
Directors Reports
Your Directors have pleasure in presenting their Seventy seventh
Annual Report together with audited accounts for the year ended 31st March
2023.
' in Crore
FINANCIAL RESULTS
For the year ended 31st March
|
2023 |
2022 |
Profit before Interest,
Depreciation & Exceptional Items |
(140.21) |
477.84 |
Add: Exceptional Items-Income
(net) |
180.45 |
0.00 |
Less: Finance costs |
234.16 |
204.02 |
Less: Depreciation /
Amortization |
212.99 |
219.79 |
Profit Before Tax |
(406.91) |
54.03 |
Current Tax |
0.00 |
39.31 |
Deferred Tax |
(218.36) |
(24.26) |
Tax Expenses |
- |
15.05 |
Profit/(Loss) After Tax |
(188.55) |
38.98 |
Other Comprehensive income (net) |
0.33 |
192.13 |
Total Comprehensive
income/(loss) |
(188.22) |
231.11 |
Add : Surplus brought forward
from last year |
1553.31 |
1353.19 |
Less: Dividend |
30.99 |
30.99 |
Less: Transfer to General
Reserve |
0.00 |
0.00 |
Surplus carried forward |
1334.10 |
1553.31 |
DIVIDEND & RESERVES
In view of the loss for the year ended 31st March, 2023, the
Board of Directors has not declared any dividend for the year.
The Company has not transferred any amount to the reserves for the year
ended 31st March, 2023.
SHARE CAPITAL
The paid up equity share capital of the Company was Rs.309.90 crores as
on 31st March, 2023 comprising 30,98,97,201 equity shares of Rs.10/- each.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR)
Regulations, 2015), a Management Discussion and Analysis Report is given in Annexure
‘B'.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015, a report
on Corporate Governance and Auditors' Certificate confirming its compliance are
included as part of the Annual Report and are given in Annexure ‘C' and Annexure
‘D' respectively. Further, a declaration on Code of Conduct signed by the Vice
Chairman & Managing Director in his capacity as Chief Executive Officer of the Company
is given in Annexure ‘E'.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, a
Business Responsibility and Sustainability Report is given in Annexure ‘F'.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
A Report on CSR activities of the Company during the year 2022-23 is
given in Annexure ‘G'.
LICENCES & RECOGNITIONS
The Company's Sankari works has received Confederation of Indian
Industry - Southern Region - EHS Excellence Bronze Award 2022-23 for commitment to
Environmental, Health and Safety practices. Sankari works also got various prizes in the
Mines Environment and Mineral conservation week celebrations for Environmental monitoring,
sustainable development and afforestation.
Bureau of Indian Standards conducted Surveillance Audit for the
Integrated Management System practices as per IS/ISO 9001:2015, IS/ISO 14001:2015 and
IS/ISO 45001:2018 and recommended for continuing the QMS, EMS and OHSMS certificates for
the Company's Dalavoi works. TUV India Private Limited conducted renewal audit for
Energy Management System License and recommended for renewing the same for the Dalavoi
works.
Bureau of Indian Standards also recommended recertification of Quality
Management Systems license for the Company's Malkapur works valid for next two years.
The Company's Malkapur works mines also won 1st prize in the category of
afforestation in medium and large mechanized mines in that area.
Besides the above, the Company's other works have also won several
safety awards and environmental conservation awards during mines safety week celebrations.
OPERATIONS
A detailed analysis of the operations has been outlined in the
Management Discussion and Analysis section. As mentioned therein, the cement industry
witnessed mixed fortune with a significant pick up in the construction activity during the
first quarter and cement demand growth of 17% which however, could not be sustained in the
later quarters. As per information published by Department of Industrial Policy and
Promotion (DIPP), the industry witnessed a moderate growth of 8.6% for the year under
review. This inconsistent movement in cement demand during the year had a telling impact
particularly in the southern cement industry with huge capacity overhang.
The industry witnessed a record increase in the cost of production
during the first half due to unprecedented increase in the coal price which impacted the
fuel and power cost. This was compounded by the depreciation of rupee by more than 10%
during the year. The industry could not recover this cost increase resulting in lower
margin. However, from November'22, the coal prices have started coming down which
gave some relief. But still the fuel prices are much higher than what was prevailing
earlier.
The performance of the Company was severely affected with the huge cost
increase which was not compensated in the market. Tougher market conditions and subdued
realization resulted in steep drop in margin resulting in liquidity issues. As a prudent
policy, the company had to restrict the despatch to low contributing areas of Maharashtra
and east which is also the reason for the lower growth as compared to the peers. The
Company also took steps to improve the liquidity through sale of investment in Madhya
Pradesh which helped in the short term to improve the capacity utilization to around 72%
in the 4th quarter as against 60% in the previous 9 months. In addition to the
above, the fixed demand charges by the state electricity boards also underwent upward
revision during the year further impacting the profitability. The Company also had to
provide for impairment of investment in Andhra Pradesh Gas Power Corporation Limited
(APGPCL) shares which stopped its operations. Variable cost increased by more than '
840 per ton or 31% over that of previous year, while the net plant realization improved
only by ' 200 per ton which resulted in substantial erosion of margins.
Accordingly, there was a negative EBIDTA of ' 140 crores for the year as compared
to an EBIDTA of ' 478 crores in the previous year. The interest and other charges
were at ' 234 crores against ' 204 crores in the previous year while
depreciation was ' 213 crores (' 220 crores in the previous year). After reckoning
the exceptional income representing profit on sale of investments, after net off one off
charges for impairment of investments and advances, the loss before the tax for the year
stood at ' 407 crores against a profit of ' 54 crores in the previous year.
The total comprehensive loss for the year after tax and other adjustments was ' 188
crores as compared to a total comprehensive income of ' 231 crores in the previous
year.
With the predictions of reasonable GDP growth for the country and with
the infra push given by the Central and State Governments, it is expected that the
capacity utilization would improve further in the near term. The Company has further plans
for improving the liquidity in the short term through disposal of its non-core assets.
EXPANSION / MODERNISATION
With the record cost push impacting the bottomline severely, the
Company could not envisage any further expansion of its plants. However, with the steps
taken for improving the liquidity during the year, the Sankarnagar Cement Mill project
which was delayed earlier has been taken up in full swing and is likely to be completed by
the 2nd quarter of the current financial year. Also the Waste Heat Recovery
System at Chilamkur is also being taken up for completion during the year and both these
projects are expected to bring in substantial relief in variable cost at these works. The
Company has also engaged experts like FLSmith and ThyssenKrup Industries to conduct
detailed study of some of its plants for refurbishment and upgradation to bring them in
line with modern plants and their final reports are awaited. The Company has engaged the
services of Boston Consulting Group to study the operations in three of its plants and
suggest measures to improve the same.
SUBSIDIARIES & ASSOCIATES CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rules,
the Audited Consolidated Financial Statement of the Company and of all the Subsidiary and
Associate Companies is enclosed. A separate statement containing the salient features of
the audited financial statement of all the Subsidiary and Associate Companies is also
enclosed in Form AOC-1, (Annexure ‘H') as prescribed under the Companies Act,
2013 and the Rules made thereunder.
POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES
The Company has, as on date, 11 subsidiaries controlled through
shareholdings in such Companies, none of which is material. SUBSIDIARIES
SPRINGWAY MINING PRIVATE LIMITED AND NKJA MINING PRIVATE LIMITED
The Company had entered into a Share Purchase Agreement with JSW Cement
Limited (Buyer) on 10th October, 2022, pursuant to which, it had transferred
its entire shareholdings in Springway Mining Private Limited (SMPL) and NKJA Mining
Private Limited (NKJA) in favour of the Buyer for a total consideration of ' 476.88
crores and consequently, SMPL and NKJA ceased to be the wholly-owned subsidiaries of the
Company.
COROMANDEL ELECTRIC COMPANY LIMITED
The plant was able to maintain the total generation (Net) for the year
at 185 million KWH as against 208 million KWH in the previous financial year. During the
year 2022-23, the generation was impacted due to lower off take by captive consumers
consequent to steep increase in gas prices. The Company has achieved a plant load factor
of 82.13% as against 92.34% in the previous year. The Company had sold 16 million KWH of
power to the cement plants of The India Cements Limited located in Tamil Nadu and the
balance power of 169 million KWH was sold to other group captive consumers. The Company
had earned a gross operating income from operations of '135.63 crores and made a net
profit of Rs.1.95 crores for the year under review.
COROMANDEL TRAVELS LIMITED
During the year, the Company has not operated any charters and it has
plans to re-commence the charter operations during the ensuing financial year.
PT. COROMANDEL MINERALS RESOURCES, INDONESIA AND COROMANDEL MINERALS
PTE LIMITED, SINGAPORE
During the year under review, the Company through its Operating
Company, Viz. PT Mitra Setia Tenah Bumbu, Indonesia which owns and operates coal mining,
has mined a quantity of 6.09 lakh MTs of coal and sold 5.75 lakh MTs. There was no sales
to The India Cements Limited.
INDIA CEMENTS INFRASTRUCTURES LIMITED
The Company has completed the first phase of Property development in
Coimbatore and for the development of Phase 2, necessary terms and conditions were
finalised for Joint Development. Further, the company has entered into an agreement for
sale of land admeasuring 22.7225 acres at Naranammalpuram, near Tirunelveli, Tamil Nadu.
ASSOCIATE COMPANIES COROMANDEL SUGARS LIMITED
The Company, during the year under review, put up an improved
performance with higher crushing volumes, higher sales volumes and realisations in sugar
and power. This, together with income from sale of surplus land, the Company has posted a
PBT of '30 lakhs.
The cane crushing volumes during the year were higher by 6.5% at 7.03
Lakh MT aided by higher cane from our command areas. The recovery was 9.58% as against
9.50% in the previous year. This led to higher sugar production, which grew by 7.4% at
6.73 Lakh Quintals, while the Power exports were higher by 10.6% at 354 Lakh units. The
EBIDTA was higher by 33.2% at '52 crores (including profit from the sale of lands).
The Company is continuing its various measures for improving the cane
volumes and is hopeful of improved crushing volumes in the years ahead.
The country's sugar production for this Sugar Season (SS) 2022-23,
is expected to be 328 lakh MT (after diversion of an estimated sugar equivalent of 40 lakh
MT for Ethanol production) - lower by about 8% compared to the production of 358 lakh MT
(after diversion of an estimated sugar equivalent of 34 lakh MT for Ethanol production) in
SS 2021-22, due to lower yields and uneven distribution of rainfall, in Maharashtra.
The buoyancy in the international Sugar prices has helped the industry
with higher export realisations, even without any subsidy from the Government. However,
the exports quota was restricted to 60 Lakh MT due to lower production. The various
measures of the Government in the last few years - through exports Schemes and Ethanol
Blending Programmes - have benefited the Industry in addressing the liquidity concerns and
in ensuring timely payment of cane dues to the farmers. The closing inventory as at 30th
September 2023, is expected to be much lower at 60 Lakh MT and this will have a positive
impact on the sugar prices remaining stable in the current year.
The Fair and Remunerative Price (FRP) of cane for SS 2022-23, was
revised to ' 305 per Quintal, (with a base recovery of 10.25%), up from ' 290 per Quintal
fixed for SS 2021-22 (with a base recovery of 10.0%). However, the unremunerative MSP
(Minimum Selling Price, below which Mills cannot sell) of ' 31/- per Kg, fixed in Feb
2019, has not been revised and due to the above, as had been highlighted last year, the
disconnect between sugarcane prices, fixed by the Government and the Sugar price which are
market driven, continues. During the year, the Government continued with its support
measures of monthly sugar releases and fixation of MSP, higher prices for Ethanol supplies
to Oil Marketing Companies (OMCs) etc.
The lower rainfalls in Maharashtra and Karnataka may have a bearing on
the expected sugar production in 2023-24. While the sugar prices are showing an upward
trend, the success of the various efforts for increasing the crushing volumes, is a key
factor for the Company's performance in the current year.
INDIA CEMENTS CAPITAL LIMITED (ICCL)
The main focus of the Company continues to be on various fee-based
activities such as Full-Fledged Money Changing [FFMC], Travel & Tours and Forex
Advisory Services. The Company's FFMC division continues to enjoy the status of
Authorised Dealers, Category II. The wholly owned subsidiary viz. India Cements Investment
Services Limited (ICISL) is in Stock Broking. The main operation of the Company viz. money
changing, which largely depends on the tourism industry has restored its Pre-COVID status.
Further, good growth has happened in AD II Business Segments. The
consolidated gross income from operations of ICCL was '492.71 lakhs during the year under
review as against '314.64 lakhs in the previous year and the consolidated Net profit after
tax was '72.02 lakhs as against a Net Profit after tax of '24.51 lakhs in the previous
year. Overall comprehensive income was '72.02 lakhs for the year as against '24.51 lakhs
in the previous year.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
In accordance with Section 134(5)(e) of the Companies Act, 2013 and
Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has an Internal Financial
Control Policy and Procedures commensurate with the size and nature of operations and
financial reporting. The Company has defined standard operating procedures covering all
functional areas like sales, marketing, materials, fixed assets etc.
The Company has engaged the services of Chartered Accountant firms for
carrying out internal audit of all its plants as well as marketing offices. The internal
auditors have been given the specific responsibility to verify and report on compliance of
standard operating procedures. The auditors have reported that there are adequate
financial controls in place and are being followed by the Company. This has been further
explained in the Management Discussion and Analysis Report.
RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation
17(9) of SEBI (LODR) Regulations, 2015, the Company has developed and implemented a Risk
Management Policy. The Policy envisages identification of risk and procedures for
assessment and mitigation thereof.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In accordance with Section 177(9) and (10) of the Companies Act, 2013
and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a Vigil
Mechanism and has a Whistle Blower Policy. The Policy has been uploaded on the
Company's website at
https://indiacements.co.in/investors-corner-details.php?inv_cat=33.
The Company has always been encouraging its employees to give
constructive criticism and suggestions, which will better the overall prospects of the
Company and its various stakeholders. The Company will continue to adopt this as a corner
stone of its Personnel Policy.
THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIION
AND REDRESSAL) ACT, 2013
The Company has in place an anti-sexual harassment policy in line with
the requirements of the captioned Act and Rules made thereunder. There was no complaint of
harassment, reported during the year.
POLICY ON DEALING WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of
business. There are no materially significant related party transactions entered by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large. All Related
Party Transactions are placed before the Audit Committee as also the Board for approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
of a foreseeable and repetitive nature. The transactions entered into pursuant to the
omnibus approval so granted are audited and a statement giving details of all related
party transactions is placed before the Audit Committee and the Board of Directors for
their approval on a quarterly basis. The policy on Related Party Transactions as approved
by the Board has been uploaded on the Company's website. None of the Directors has
any pecuniary relationships or transactions vis-a-vis the Company other than those
disclosed in Note No.41.13 of the standalone financial statements for the financial year
2022-23.
TRANSACTIONS WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties for the
financial year ended 31st March, 2023 are provided in Note No.41.13 of the
standalone financial statements of the Company. There are no material related party
transactions and all related party transactions entered during the year under review are
in the ordinary course of business and on an arm's length basis and are in compliance
with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015. Accordingly, the disclosure in Form No.AOC 2 pursuant to Section 134(3)(h) of the
Companies Act, 2013 is not applicable.
LOANS / GUARANTEES / INVESTMENTS ETC UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
Details of loans, investments and guarantees covered under Section 186
of the Companies Act, 2013, are given in Notes to the standalone financial statements for
the financial year 2022-23.
ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
There has been no Order passed by any Regulatory authority or Court or
Tribunal impacting the going concern status and future operations of the Company.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between 1st April, 2023
and the date of this report other than those disclosed in the financial statements.
OTHER DISCLSOURES
During the year 2022-23, the Company has neither made any application
nor have any proceedings pending under the Insolvency and Bankruptcy Code, 2016. There was
no instance of one-time settlement with any Bank or financial institutions.
ANNUAL RETURN
The extract of the Annual Return of the Company for the financial year
ended 31st March, 2023 is made available at the Company's website at
www.indiacements.co.in.
PUBLIC DEPOSITS
Your Company has not been accepting deposits from public and
shareholders since 16th September 2013 and there were no unclaimed deposit(s)
due to be repaid or transferred to Investor Education and Protection Fund (IEPF) as on 31st
March, 2023.
CONSERVATION OF ENERGY, ETC.
Necessary particulars regarding conservation of energy etc., as per
provisions of Section 134 of the Companies Act, 2013 are set out in Annexure A.
RESEARCH & DEVELOPMENT
During the year, your Company spent ' 96.25 lakhs towards
revenue expenditure on the R&D department.
DIRECTORS
Under Article 98 of the Articles of Association of the Company and in
terms of Section 152(6) of the Companies Act, 2013, Sri. S. Christopher Jebakumar and
Sri.V.Ranganathan, Directors, retire by rotation at the ensuing Annual General Meeting of
the Company and are eligible for re-appointment.
Sri.Siddhartha Mohanty was appointed as a Nominee Director by Life
Insurance Corporation of India (LIC) with effect from
23.03.2023 in the casual vacancy caused by the withdrawal of nomination
of Smt.Nalini Murari Ratnam by LIC. The shareholders have approved the ordinary resolution
in respect of appointment of Sri.Siddhartha Mohanty as a Director liable to retire by
rotation through Postal Ballot on 09.05.2023. Consequent to his assuming office as
Chairperson of LIC, Sri.Siddhartha Mohanty tendered his resignation and he ceased to be a
Director effective from 16.05.2023.
Sri.Y.Viswanatha Gowd was appointed as a Nominee Director by Life
Insurance Corporation of India (LIC) with effect from
07.08.2023 in the casual vacancy caused by the withdrawal of nomination
of Sri.Siddhartha Mohanty by LIC and he will hold office upto the date of the ensuing
Annual General Meeting and a resolution for his election as a Director liable to retire by
rotation is included under Special Business in the Notice convening the 77th
Annual General Meeting of the Company.
Smt.Lakshmi Aparna Sreekumar and Smt.Sandhya Rajan were appointed as
Independent Directors of the Company for a term of five consecutive years with effect from
11.08.2018 and their first term of office as Independent Directors of the Company
concludes on 10.08.2023. The Board of Directors at its meeting held on 05.04.2023, based
on the recommendation of the Nomination and Remuneration Committee, reappointed both
Smt.Lakshmi Aparna Sreekumar and Smt.Sandhya Rajan as Independent Directors of the Company
to hold office for a second and final term of five consecutive years from 11.08.2023 to
10.08.2028 and the shareholders have approved the special resolutions in respect of their
reappointment through Postal Ballot on 09.05.2023.
The Board of Directors, at its meeting held on 24.05.2023, based on the
recommendation of the Nomination and Remuneration Committee, appointed Sri.V.Manickam as
an Independent Director of the Company for a term of three consecutive years with effect
from 24.06.2023 and special resolutions for his appointment as an Independent Director of
the Company for the said term are included under Special Business in the Notice convening
the 77th Annual General Meeting of the Company.
Sri.Krishna Prasad Nair was appointed as an Independent Director of the
Company for a term of three consecutive years with effect from 24.06.2020 and his first
term of office as an Independent Director of the Company concluded on 23.06.2023.
Sri.Krishna Prasad Nair has not opted for reappointment due to his official commitments
and other engagements.
The present and final term of office of Sri.Basavaraju as an
Independent Director of the Company would conclude from the close of business hours on
10.08.2023.
Sri.T.S.Raghupathy, due to health issues, resigned as a Director with
effect from the close of business hours on 10.08.2023.
The Board expresses its appreciation of the valuable contributions made
by Smt.Nalini Murari Ratnam, Sri.Siddhartha Mohanty, Sri.Krishna Prasad Nair,
Sri.Basavaraju and Sri.T.S.Raghupathy during their tenure of Office as Directors of the
Company.
Brief particulars of Directors eligible for appointment / reappointment
are annexed to the Notice convening the 77th Annual General Meeting of the
Company.
Sri.N.Srinivasan, Vice Chairman & Managing Director and Smt.Rupa
Gurunath, Wholetime Director of the Company are related to Smt.Chitra Srinivasan and are
also related to each other. No other director is related to them or each other.
The details of shares and convertible instruments held by non-executive
directors are given in Annexure ‘C'.
INDEPENDENT DIRECTORS
A statement on declaration given by independent directors under Section
149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided
under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, has been received by the
Company. The details of familiarization programme for independent directors are available
in the Company's website at
https://indiacements.co.in/investors-corner-details.php?inv_cat=36.
In the opinion of the Board, the independent directors are persons of
high integrity and repute and possess the requisite proficiency, expertise and experience
and fulfil all the conditions specified in the Act and Rules made thereunder and are
independent of the management.
FAMILIARIZATION PROCESS
Senior management personnel of the Company, on a structured basis,
interact with directors from time to time to enable them to understand the Company's
strategy, business model, operations, service and product offerings, markets, organization
structure, finance, human resources, technology and risk management and such other areas.
The directors also are facilitated to visit Company's plants to familiarize
themselves with factory operations.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 134(5)
of the Companies Act, 2013:
"We confirm
1. That in the preparation of the accounts for the year ended 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures.
2. That such Accounting Policies have been selected and applied
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st
March, 2023 and of the loss of the Company for the year ended on that date.
3. That 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.
4. That the annual accounts for the year ended 31st March,
2023, have been prepared on a going concern basis.
5. That 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.
6. That proper systems to ensure compliance with the provisions of all
applicable laws have been devised and that such systems are adequate and operating
effectively."
REMUNERATION
As prescribed under Section 197(12) of the Companies Act, 2013
("Act") and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the details are given in Annexure ‘I'. In
terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing names of the employees drawing remuneration and other particulars, as prescribed
in the said Rules forms part of this report. However, in terms of first proviso to Section
136(1) of the Act, the Annual Report, excluding the aforesaid information, is being sent
to the members of the Company. The said information is available for inspection at the
Registered Office of the Company during working hours and any member who is interested in
obtaining these particulars may write to the Company Secretary of the Company.
BOARD MEETINGS
During the year, nine Board Meetings were held. The details of the
meetings of the Board and its Committees are disclosed in the Corporate Governance Report
Annexure ‘C'.
AUDIT COMMITTEE
The Audit Committee of the Board acts in accordance with the provisions
of Section 177 of the Companies Act, 2013 and Regulation 18 and other applicable
provisions of SEBI (LODR) Regulations, 2015, as amended, from time to time. The
Composition, the role, terms of reference and the details of the meetings of the Audit
Committee are disclosed in the Corporate Governance Report (Annexure ‘C'). There
has been no instance, where the Board had not accepted any recommendation of the Audit
Committee.
EVALUATION OF BOARD / BOARD COMMITTEES
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, the Board has carried out annual performance evaluation of its own
performance, the directors individually as well as evaluation of the working of its
Committees.
REMUNERATON POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a Policy for selection and appointment of Directors, Key Managerial
Personnel (KMP) and other employees and their remuneration for implementation. The said
policy is available on the Company's website at
https://indiacements.co.in/investors-corner-details.php?inv_cat=33.
Broadly, the performance of the employee concerned and the performance
of the Company are the fundamental parameters determining the remuneration payable to an
employee. More specifically, there will be reciprocity in the matter of remunerating
executive directors, KMPs and other employees.
At the middle and lower levels of management, the yardsticks of
assessment are different. The ability to speedily execute policy decisions, sincerity and
devotion and discipline are the main attributes expected.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company for the purpose of the
Companies Act, 2013 are Sri.N.Srinivasan, Vice Chairman & Managing Director (Chief
Executive Officer), Smt. Rupa Gurunath, Wholetime Director, Sri.R.Srinivasan, Executive
President (Finance & Accounts) (Chief Financial Officer) and Sri.S.Sridharan, Company
Secretary.
PERSONNEL
Industrial relations continued to remain cordial during the year.
AUDITORS
The Shareholders of the Company at the 76th Annual General
Meeting (AGM) held on 28th September, 2022, appointed Messrs Brahmayya &
Co., and reappointed Messrs S.Viswanathan, LLP, Chennai, as Statutory Auditors of the
Company, to hold office for a period of 5 years from the conclusion of the 76th
AGM until the conclusion of 81st AGM of the Company. The Company has obtained
necessary certificate from the Statutory Auditors confirming their eligibility to continue
as Statutory Auditors of the Company for the financial year 2023-24.
The Auditors' Report does not contain any qualification or
disclaimer.
INTERNAL AUDITORS
Messrs. Capri Assurance and Advisory Services, Gopalaiyer &
Subramanian, Kalyanasundaram & Associates, Bala & Co., Sudarasanam &
Associates, P.S.Subramania Iyer & Co. and Chaturvedi SK & Fellows, have been
appointed as Internal Auditors for the year 2023-24.
COST AUDITOR
In terms of Section 148 of the Companies Act, 2013, read with the
Companies (Cost Records and Audit) Rules, 2014, the Company has maintained the cost
accounts and records for the year ended 31st March, 2023.
Sri.S.A.Muraliprasad, Cost Accountant, Chennai, has been appointed as
Cost Auditor for the year 2023-24 at a remuneration of ' 20 lakhs. The remuneration
is subject to ratification of members and hence is included in the Notice convening the 77th
Annual General Meeting of the Company.
SECRETARIAL AUDITOR
Smt.P.R.Sudha, Practising Company Secretary, has been appointed as
Secretarial Auditor of the Company for the year 2023-24. Secretarial Auditor's Report
in Form MR-3, as prescribed under Section 204(1) of the Companies Act, 2013 read with
Rule-9 of the Companies (Appointment and Remuneration of Managerial Personnel Rules) 2014,
for the year ended 31st March, 2023, is enclosed as Annexure ‘J'. The
Secretarial Audit Report does not contain any qualification, reservation or other remarks.
ACKNOWLEDGEMENT
The Directors are thankful to the Financial Institutions and the
Bankers for their continued support. The Directors also thank the Central Government and
the various State Governments for their support. The stockists continued their excellent
performance during the year and the Directors are appreciative of this. The continued
dedication and sense of commitment shown by the employees at all levels during the year
deserve special mention.
On behalf of the Board
RUPA GURUNATH Wholetime Director (DIN: 01711965)
N. SRINIVASAN
Vice Chairman & Managing Director (DIN: 00116726)
S. BALASUBRAMANIAN ADITYAN
Director
(DIN:00036898)
Place : Chennai Date : 7th August, 2023
ANNEXURE ‘A' TO DIRECTORS' REPORT FOR THE YEAR ENDED 31st
MARCH, 2023
[Information pursuant to Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of Companies (Accounts) Rules, 2014]
The company has got a basket of plants of different vintage with widely
varying operating parameters of power and fuel. While all the plants have been working
upto their systemic efficiencies, exhaustive refurbishment of some of the plants is
required to bring them on line with the modern peers in terms of energy consumption.
However, the ongoing exercise regarding conservation of energy continued during the year
under review and steps taken are as follows:
A. Conservation of Energy:
(i) The steps taken or impact on conservation of energy:
(a) Preheater top cyclone roof lifted to reduce the pressure across the
cyclone. Preheater fan power reduced by 10 KW per hour.
(b) Replacement of lighting system with LED lamps at some of the
factories as well as in the colonies.
(c) Extensive maintenance carried out at Vishnupuram and Malkapur to
improve the operating parameters resulting in fuel and power saving.
(d) Compressor air optimization study undertaken at two of the works.
(e) Power factor improved as part of routine maintenance through
replacement of capacitor banks at three of the units.
(f) Replacement of compressor for coal conveying with blowers carried
out at one of the units.
(g) Installation of variable frequency drives wherever required in
various sections at most of the units.
(h) Regular load study of sectionwise equipments to reduce the load
losses.
(i) Removal of damper from sepol fan to reduce the power losses.
(ii) The steps taken by the Company for utilizing alternate sources of
energy:
(a) Installation of equipments for usage of alternate fuels at cheaper
cost and reduce carbon emission being undertaken at all the units and usage of alternate
fuel being stepped up.
(b) The company continues to use the power from non conventional energy
source of Wind Mills.
(c) Based on the availability near its locations, the company also uses
alternate fuel like agricultural waste, plastic waste, paper waste, wood chips, etc.
(d) Solar fencing and lights have also been installed replacing
conventional lighting in mines magazine area.
(e) The company is one of the pioneer in using power from Waste Heat
Recovery System at its Vishnupuram unit.
(iii) Further capital investment on energy conservation equipment:
(a) Work on the new energy efficient cement mill has been taken up in
fullswing and is likely to be completed by the 2nd quarter of this year duly
reducing the power consumption.
(b) The second Waste heat Recovery System at Chilamkur plant is also
expected to be commissioned during this year.
(c) Detailed process diagnostic studies are being undertaken by experts
FLS and Krupp Industries to refurbish/modernise some of our plants to bring them on par
with latest state of art technology plants in energy consumption.
(d) Preheater top cyclone modification and duct modification for
reducing exit temperature, pressure drop and improvement in efficiency.
(e) Automation of packing and loading system to reduce manpower and
power consumption being undertaken at one of the units.
(f) Further installation of VFDs for fan to improve efficiency and
reduce power consumption.
(g) Installation of lighting sensors and GPS based timers for automatic
switching of lights of plants and colonies.
Impact of measures at (i) and (ii) above for reduction of energy
consumption and consequent impact on cost of production of goods:
Even though the capacity utilization continued to be lower and with no
major improvement in blended cement proportion due to market shift, the power consumption
was maintained at 91 units as that of previous year and the heat consumption was reduced
by 5 Kcals during theyear under review. It is worth noting that due to the efforts taken
by the company, the power consumption which went upto 97 units per ton of cement in the 1st
quarter of the year had come down to around 88 units during the 4th quarter and
91 units for the year as a whole. Further investments on energy conservation is expected
to reduce the power by 4 to 5 units and heat consumption by 10 Kcals which does not
include the benefits arising out of refurbishment /modernization of the plants for which
detailed reports are awaited.
B. Technology Absorption:
Particulars given in Form A annexed.
C. Foreign exchange earnings & outgo:
(a) Activities relating to exports, initiatives taken to increase
exports, development of new exports markets for products & services and export plans:
There was no significant export sale during the year under review.
(b) Total foreign exchange used and earned:
|
Current Year |
Previous Year |
Earned '/Crores |
Nil |
Nil |
Used '/Crores* |
6.21 |
16.09 |
(* Excludes import of goods) |
|
|
On behalf of the Board
N. SRINIVASAN RUPA GURUNATH S. BALASUBRAMANIAN ADITYAN
Vice Chairman & Managing Director Wholetime Director Director (DIN:
00116726) (DIN: 01711965) (DIN: 00036898)
Place : Chennai Date : 7th August, 2023
FORM A
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION
Research and Development
(R&D) : |
|
1. Specific areas in which
R&D carried out by the Company |
The in-house R&D carries
out only process optimisation studies, parameters. No specific R&D project has been |
2. Benefits derived as a result
of above R&D
3. Future plan of actions
4. Expenditure on R&D: |
_ taken up. |
(a) Capital : |
Nil |
(b) Recurring : |
A sum of '96.25 lakhs has been
spent during the year for the functioning of R&D department. |
(c) Total : |
' 96.25 Lakhs |
(d) Total R&D expenditure
as a percentage of total turnover :
Technology absorption, adaptation and innovation:
1. Efforts, in brief, made towards technology absorption, adaptation and
innovation.
2. Benefits derived as a result of above efforts e.g. product improvement,
cost reduction, product development, import substitution etc.
3. In case of imported technology (imported during the last 3 |
0.018 |
years reckoned from the
beginning of the financial year), following information may be furnished:
(a) Technology imported
(b) Year of Import
(c) Has technology been fully absorbed
(d) I f not fully absorbed, areas where this has not taken place, reasons
thereof and future plans of action. |
Not applicable |
On behalf of the Board
N. SRINIVASAN RUPA GURUNATH S. BALASUBRAMANIAN ADITYAN
Vice Chairman & Managing Director Wholetime Director Director (DIN:
00116726) (DIN: 01711965) (DIN: 00036898)
Place : Chennai Date : 7th August, 2023