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You can view full text of the latest Director's Report for the company.

BSE: 530005ISIN: INE383A01012INDUSTRY: Cement

BSE   ` 212.50   Open: 214.05   Today's Range 211.30
215.15
-0.30 ( -0.14 %) Prev Close: 212.80 52 Week Range 167.05
277.00
Year End :2023-03 

Your Directors have pleasure in presenting their Seventyseventh Annual Report together with audited accounts for the year ended 31st March 2023.

FINANCIAL RESULTS

Profit before Interest, Depreciation & Exceptional Items

For the year ended 31 2023 (140.21)

Rs.in Crore

st March

2022

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

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