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Orient Cement

BSE: 535754|NSE: ORIENTCEM|ISIN: INE876N01018|SECTOR: Cement - Major
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Directors Report Year End : Mar '18    Mar 17

The directors are pleased to present the 7th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended 31st March, 2018.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31st March, 2018 is summarised below:

(Rs. in Lacs)

Particulars

2017-18

2016-17

Gross Sales

2,31,084.51

2,17,089.12

Total Revenue (Net of excise)

2,24,256.96

1,88,703.06

Earnings before interest, depreciation, amortisation & taxation

32,540.70

19,039.04

Interest / finance costs

12,920.96

13,533.51

Profit before depreciation and taxation

19,619.74

5,505.53

Depreciation and amortization expenses

12,616.62

12,153.59

Net Profit before taxation

7,003.12

(6,648.06)

Taxation

2,580.98

(3,438.21)

Net profit

4,422.14

(3,209.85)

Profit brought forward from last year

24,794.09

30,576.30

Profit available for appropriations

29,216.23

27,366.45

Appropriations

Other Comprehensive Income

(49.01)

(106.61)

Dividend on equity shares

1,024.34

2,048.69

Corporate dividend tax

208.53

417.06

Balance carried to balance sheet

27,934.35

24,794.09

EPS

2.16

(1.57)

BUSINESS AND FINANCIAL PERFORMANCE

Post demonetisation, the cement demand from the housing sector continued to remain subdued and was further aggravated by introduction of policies like RERA and GST. The ban on the sand mining in several states also impacted cement demand. However, the Government’s push on execution of large infrastructure projects revived the demand in the second half of the year and coupled with the low base from demonetisation last year, contributed to an overall demand growth of over 6% for the full year.

On the cost front, fuel prices continued to rise during the year as a consequence of the increase in the global energy prices, adversely impacting the profit margins of the industry as a whole.

In this backdrop, the key business and financial highlights of your Company for FY18 are as under:

- Total sales volume for the year stood at 57.46 Lac tons against 55.52 Lac tons in FY17, a growth of around 3.5%.

- We continue to focus on PPC cement production in line with your Company’s commitment to environmental sustainability. 75% of cement volume was sold as PPC from the old operations and while PPC sales from relatively new operations are also scaling up steadily to reacRs.47% for the year.

- Net sales realisation for the year was RS.3858 per ton, higher as compared to RS.3369 per ton last year.

- Variable production cost was higher largely on account of higher fuel prices.

- Despite an extremely challenging year in terms of demand, the overall capacity utilisation of the Company stood at 72% for the year as compared to 69% during last year.

- EBITDA for the year was RS.32541 Lac as compared to RS.19039 Lac during the previous year largely driven by better sales realisation.

- Net profit for the year was RS.4422 Lac compared to net loss of RS.3210 Lac during the last year.

The construction work for the Chittapur railway siding and the township for employees started during the year and is expected to complete in the second half of FY19. We are also evaluating the setting up of waste heat recovery plants at both Devapur and Chittapur to optimise power cost and reduce our dependence on the fossil fuel.

DIVIDEND

Your Directors are pleased to recommend a final dividend amounting to RS.0.75/- (75%) per equity share of face value of Re. 1/- each for the year ended 31st March, 2018, subject to approval of shareholders at the forthcoming annual general meeting of the Company as against dividend of RS.0.50/- (50%) per equity share paid in the immediately preceding year.

The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 13th day of August, 2018 to Friday, 17th day of August, 2018, both days inclusive, for determining the entitlement of the shareholders to the final dividend for financial year 2017-18.

BOARD OF DIRECTORS, ITS COMMITTEES AND MEETINGS THEREOF

The Company has a professional Board with an optimum combination of executive, non-executive and independent directors (including one woman director) who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. The Board is also supported by four Committees of directors’ viz. the Audit Committee, the Nomination & Remuneration cum Compensation Committee, the Corporate Social Responsibility Committee and the Stakeholders’ Relationship Committee.

One meeting of the Board of Directors is held in each quarter. Additional meetings of the Board/Committees are convened as may be necessary for the proper management of the business operations of the Company. A separate meeting of independent directors is also held at least once in a calendar year to review the performance of non-independent directors, the Board as a whole and the Chairman.

During the financial year ended 31st March, 2018, the Board of Directors met 6 (six) times viz. on 5th May 2017, 26th July 2017, 8th August 2017, 2nd November 2017, 29th January 2018 and 27th March, 2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed update on the Board and its Committees’ composition, number of meetings held during the financial year 2017-18 and attendance of the directors at these meetings is provided in the Report on Corporate Governance.

CHANGES IN DIRECTORS

In terms of the provisions of section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Amita Birla (DIN 00837718), a non-executive director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment. The Board of Directors recommends her re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Mr. Desh Deepak Khetrapal (DIN 02362633) was re-appointed as Managing Director & CEO of the Company w.e.f 1st April, 2015 for a period of 5 (five) years. However, his remuneration was subject to revision every year. On the recommendation of the Nomination & Remuneration cum Compensation Committee, the Board of Directors in their meeting held on 3rd May, 2018, recommended revision in Mr. Khetrapal’s remuneration for shareholders’ approval. The resolution seeking consideration of Mr. Khetrapal’s remuneration has been included in the Notice of the Annual General Meeting. The Board of Directors recommends the resolution for your approval.

During the financial year, there was no change in the constitution of the Board of Directors of the Company except Mr. I.Y.R. Krishna Rao (DIN 00481367) was appointed as an Additional Director w.e.f. 5th May, 2017. The appointment of Mr. I.Y.R. Krishna Rao as an Independent Director not liable to retire by rotation was confirmed by the shareholders in the Annual general Meeting held on 23rd September 2017.

A brief profile and other details relating to the Directors are furnished in the Annual Report.

None of the directors are disqualified under section 164(2) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors of the Company have declared and confirmed that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Deepanjali Gulati -Company Secretary (FCS-5304) resigned from the services of the Company with effect from the close of business hours of 31st October, 2017 and Mrs. Nidhi Bisaria (FCS-5634) was appointed as the Company Secretary of the Company with effect from 23rd November, 2017.

In addition, in terms of the provisions of section 203 of the Companies Act, 2013, Mr. Desh Deepak Khetrapal - Managing Director & CEO (DIN 02362633) and Mr. Sushil Gupta -Chief Financial Officer (FCA-044924) continue to hold their respective offices during the current financial year as Key Managerial Personnel.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a vigil mechanism through a Whistle Blower Policy to deal with instances of illegal practices, unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy.

Adequate safeguards are provided against victimization to those who avail of the mechanism. The details of the Whistle Blower Policy are explained in the Corporate Governance Report. The Whistle Blower Policy is available on Company’s website and can be accessed through the web link: http:// orientcement.com/investors/.

AUDIT COMMITTEE

The Company has a duly constituted Audit Committee in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The primary objective of the Committee is to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The Committee met four (4) times during the year. Detailed information pertaining to the Audit Committee has been provided in the Report on Corporate Governance.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company endeavours to have an appropriate mix of executive, non-executive and independent directors, so as to have independence on the Board and separate its function of governance from that of management. The selections and appointments on the Board of the Company are done on the recommendation of the Nomination & Remuneration cum Compensation Committee. The appointments are based on meritocracy and the candidates are considered against objective criteria, having due regard to the benefits of diversity on the Board. While evaluating the candidature of an independent director, the Committee abides by the criteria for determining independence as stipulated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In case of re-appointment of directors, the Board takes into consideration the results of the performance evaluation of the directors.

The copy of the Nomination & Remuneration Policy for Directors, KMPs and Senior Management is attached as Annexure ‘I’ to the Corporate Governance Report.

AWARDS AND RECOGNITIONS

In recognition of its constant quest for growth and achievement, your Company has been honoured and recognised at various forums. The prominent awards are listed below for your reference:

Devapur Plant:

1. Best Management Award, issued by Labour Department, Govt. of Telangana on May Day 2017

2. National Energy Management Gold Award from Society of Energy Engineers & Energy Managers (SEEM) -2016

3. National Award for Excellence in Energy Management 2017 from CII

4. Mines Safety Week 2017 Awards by Director General of Mines Safety

Overall performance 2nd Prize

Electrical Installation 1st Prize

- Best Practices in Mines- 1st Prize

Crusher and Belt Conveyor 1st Prize

Swatch Bharat 2nd Prize

Safe Mine Workings 2nd Prize

Chittapur Plant:

1. Safety awards from the Mines Safety Association Karnataka (MSAK) 2017-18 Contractual Work and Safety is my responsibility cards 1st Prize

Publicity & Propaganda and Innovation 1st Prize Safety Management System 2nd Prize

Maintenance of Mining Machinery and Crusher 2nd Prize

Swachh Bharat Abhiyan 3rd Prize

2. Mines Environment & Mineral Conservation Week Awards 2017-18 by Indian Bureau of Mines

Waste Dump Management 3rd Prize

Reclamation and Rehabilitation 3rd Prize

3. Best Safe Performance of Plant, Best Training and Resources Award by KRISC (Kalburgi Regional Industrial Safety Committee) under the aegis of Department of Factories, Boilers, Industrial Safety and Health.

STATUTORY AUDITORS

At the Annual General Meeting held in the year 2014, M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005) was appointed as Statutory Auditors of the Company by the shareholders to hold office as Statutory Auditors from the conclusion of Annual General Meeting held in the year 2014 till the conclusion of eighth Annual General Meeting of the Company to be held in the year 2019, subject to ratification of their appointment at every Annual General Meeting.

The Company has received a letter from the auditors confirming that they are eligible for appointment as auditors of the Company under section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in section 141 of the Companies Act, 2013.

Based on the recommendation of the Audit Committee and as per the provisions of section 139(1) of the Companies Act, 2013, the Board of Directors of your Company proposes to ratify the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005) as the Statutory Auditors of the Company for the financial year 2017-18.

Auditors’ Report is self-explanatory and therefore, does not require further comments and explanation.

Further, in terms of section 143 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, notifications / circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

COST AUDITORS

In terms of the section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain Cost Accounting records and get them audited every year. The Board appointed Mr. Somnath Mukherjee, Cost Accountant (M.No.-F5343), as Cost Auditors of the Company for the financial year 2018-19 at a fee of RS.85,000/- (Eighty five thousand only) plus out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing Annual General Meeting.

The Company has received a letter from him to the effect that his re-appointment would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for such re-appointment within the meaning of section 141 of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Ranjeet Pandey and Associates, Company Secretaries (Registration No. F-5922), were appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report is annexed to this report as Annexure ‘1’. The Secretarial Auditor’s report is self-explanatory and therefore, does not require further comments and explanation.

The Board has re-appointed M/s Ranjeet Pandey and Associates, Company Secretaries, (Registration No. F-5922), as Secretarial Auditor of the Company for the financial year 2018-19.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year under review, your Company has not given any loan or guarantee, made investments and provided securities which are covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Company has adequate procedures for identification and monitoring of related party transactions. All transactions entered into with related parties during the financial year were on an arm’s length basis. All related party transactions were placed before the Audit Committee and also the Board for approval, wherever required. Prior omnibus approval of the Audit Committee and Board was obtained for the transactions that were of a foreseen and repetitive nature. These transactions were reviewed by the Audit Committee on a quarterly basis.

There were no materially significant related party transactions made 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.

For details on related party transactions, members may refer to the notes to the financial statement. The Policy on related party transactions as approved by the Board is available on the Company’s website and can be accessed through the web link: http://orientcement.com/investors/.

Particulars of contract or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as Annexure ‘2’ to the Report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee to review the risk management plan / process of the Company. The Risk Management Committee identifies potential risks, assesses their potential impact and takes timely action to mitigate the same.

The Company has a Risk Management Policy which has been approved by the Board. The Risk Management Policy acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization. The Board monitors and reviews periodically the implementation of various aspects of the Risk Management Policy through a duly constituted Risk Management Committee (RMC). The RMC assists the Board in its oversight of the Company’s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall Business Risk Management Framework.

There are no risks identified by the Board which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

As per the provisions of section 134(5)(e) of the Companies Act, 2013, the directors have an overall responsibility for ensuring that the Company has implemented robust systems/ framework of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regard to reporting, operational and compliance risks. To enable the directors to meet these responsibilities, the management has devised systems/ frameworks which are operating within the Company. In line with best practice, the Audit Committee and Board regularly review the internal control system to ensure that it remains effective and fit for the purpose. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and these are in turn reviewed at regular intervals. The systems/ frameworks include proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, internal audit framework, ethics framework, risk management framework and adequate segregation of duties.

Your Company’s management has established and maintained internal financial controls based on the internal control over financial reporting criteria established in the integrated framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (2013 Framework) (the COSO criteria), which considers the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on information provided, nothing has come to the attention of directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review.

The Internal Auditor of the Company reports functionally to Audit Committee of Board, which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function.

CORPORATE SOCIAL RESPONSIBILITY

The basic concept of Company’s CSR is to serve the interest of society in a just and equitable manner along with taking the responsibility for the impact of business activities on various stakeholders in all aspects of Company’s operations. Your Company has been taking several initiatives under Corporate Social Responsibility (‘CSR’) for society at large, well before it has been prescribed through the Companies Act, 2013.

The Company has constituted a CSR Committee and has a well-defined Policy on CSR as per the requirement of section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Companies Act, 2013. Detailed information pertaining to the CSR Committee has been provided in the Report on Corporate Governance.

The CSR Policy laid down by the Company ensures that:

1. The CSR agenda is integrated with the business;

2. Focused efforts are made in the identified community development areas to achieve the expected outcome;

3. The Company contributes towards nation-building through its CSR activities.

As part of its initiatives under CSR, the Company has contributed for healthcare, infrastructure development and education for the year under review.

Corporate Social Responsibility Report, pursuant to section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, forms part of this Report as Annexure ‘3’

The CSR Policy of the Company is placed on the website of the Company and can be accessed through the web link: http://orientcement.com/investors/.

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required pursuant to section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘4’ forming an integral part of this Report.

SHARE CAPITAL

During the year under review, the Issued, Subscribed and Paid up Share Capital of the Company was 20,48,68,760 shares of RS.1 each. There was no change in the capital structure of the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, relevant extract of annual return for the financial year 2017-18 is given as Annexure ‘5’ to this Report.

EMPLOYEES STOCK OPTION SCHEME

The Company has in place the Employees Stock Option Scheme 2015 (‘ESOS-2015’) which provides for grant of Stock Options to eligible employees of the Company.

During the financial year 2017-18, no options were granted under ESOS-2015. The applicable disclosures under SEBI (Share Based Employee Benefits) Regulations, 2014 (“SEBI Regulations”) as at 31st March, 2018 has been uploaded on the website of the Company and can be accessed through the web link http://orientcement.com/investors/. There is no change in the ESOS scheme of the Company during the financial year.

Certificate from M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005), Statutory Auditors of the Company confirming that the scheme has been implemented in accordance with the SEBI Regulations, would be placed at the ensuing Annual General Meeting of the Company for inspection by the members.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment.

As per the provisions of section 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under Sexual Harassment and their disposal, during the calendar year 2017 is as under:

Number of cases pending as on the beginning Nil of the financial year

Number of complaints filed during the Nil financial year

Number of cases pending as on the end of the Nil financial year

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual report.

CORPORATE GOVERNANCE

Corporate Governance ensures fairness, transparency a nd integrity of the manag ement. As a part of its strateg y, the Company believes in adopting the ‘best practices’ that are followed in the area of Corporate Governance. The Company emphasizes the need for full transparency and accountability in all its transactions, in order to protect the interests of its stakeholders. The Board considers itself a Trustee of the Company’s shareholders and acknowledges its responsibilities towards them for creating and safeguarding their wealth. The Company is committed to high levels of ethics and integrity in all its business dealings that avoids conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

A detailed report on Corporate Governance forms an integral part of Annual Report and is set out as separate section therein.

The certificate of M/s S.R. Batliboi & Co. LLP (ICAI Firm Registration Number 301003E/ E300005), Chartered Accountants, the Statutory Auditors of the Company certifying compliance with the conditions of corporate governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the Report on Corporate Governance. The Auditors’ certificate for financial year 2017-18 does not contain any qualification, reservation or adverse remark.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual directors was carried out for the financial year 2017-18. The performance evaluation was done using individual questionnaires, covering amongst others, composition of Board, receipt of regular inputs and information, functioning, performance and structure of Board Committees, skill set, knowledge and expertise of directors, preparation and contribution at Board meetings, leadership etc.. The performance evaluation of the respective Committees and that of independent and nonindependent directors was done by the Board excluding the director being evaluated.

The performance evaluation of non-independent directors, the Chairman and the Board was done by the independent directors.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the financial year 2018-19 have been paid to these exchanges.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. They have selected such accounting policies and applied them 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 on 31st March, 2018 and of the profit and loss of the Company for the year ended on that date;

3. They have taken proper and sufficient care 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. They have prepared the annual financial statements on a going concern basis;

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company values the significance of conservation of energy and technology absorption and remains conscious about the environment impact of its business operations. During the financial year, the Company undertook a variety of energy conservation measures across all its plants, making continuous efforts for judicious use of energy at all levels of operations by utilizing energy efficient system and processes. Some steps taken towards energy conservation are the result of technology absorption. Our new integrated cement manufacturing unit at Chittapur has been installed with new state of the art technology and latest energy efficient equipment.

The particulars required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption are enclosed as Annexure ‘6’ forming part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year, the Company has not earned any foreign exchange.

The total foreign exchange outgo during the year was RS.1863.47 lacs.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the financial year 2017-18, the Company had no Subsidiary, Associate or Joint Venture company.

DEPOSITS

During the financial year under review, the Company did not accept deposits covered under Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company’s operations in future.

BUSINESS RESPONSIBILITY REPORT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of Business Responsibility Report as part of Annual Report for top 500 listed entities based on market capitalization. The Company falls under the top 500 listed companies by market capitalization. Accordingly, in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report is presented in a separate section forming part of the Annual report..

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requires top 500 listed Companies based on the market capitalization to formulate Dividend Distribution Policy. In compliance of the said requirement, the Company has formulated the Dividend Distribution Policy. The Dividend Distribution Policy of the Company is enclosed as Annexure -’7’ to this Report and is also placed on the website of the Company. This can be accessed through the web link: http://orientcement.com/ investors/.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

OTHER STATUTORY DISCLOSURES

Your directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issues of sweat equity shares

3. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Departments of Government of India and other State Governments, banks, shareholders of the Company etc. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

By order of the Board of Directors

For Orient Cement Limited

CK. Birla

Place: New Delhi Chairman

Date: 3rd May, 2018 (DIN 00118473)

Source : Dion Global Solutions Limited
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