Dear Members,
Your Directors are pleased to present the 83rd Annual Report along with the
Audited Financial Statements of the Company for the Financial Year ended 31st
March 2023.
FINANCIAL RESULTS
'in Crore
Particulars |
2022-23 |
2021-22 |
Sales & Other Income |
6,133.28 |
5,108.03 |
Profit before Interest, |
766.50 |
868.52 |
Depreciation & Tax (EBIDTA) |
|
|
Profit before Depreciation & |
675.00 |
772.21 |
Tax (PBDT) |
|
|
Profit after Tax (PAT) |
330.23 |
417.56 |
DIVIDEND
Yours Directors are pleased to recommend a Dividend of ' 3.75 per Equity Share (75%) on
the Equity Share Capital of ' 58.85 Crore for the Financial Year ended 31st
March 2023. Total Dividend outgo will be ' 44.13 Crore. The Dividend is subject to the
approval of the Members at the ensuing Annual General Meeting (AGM) and also subject to
deduction of tax at source, as may be applicable. The Dividend pay-out is in accordance
with the Dividend Distribution Policy of the Company.
RESERVES AND APPROPRIATIONS
The amount available for appropriation including Surplus for the Year stood at '
1,658.70 Crore. The Directors propose this to be appropriated as under:
'in Crore
Particulars |
2022-23 |
2021-22 |
Dividend |
58.84 |
44.13 |
Surplus carried to Balance Sheet |
1,599.86 |
1,328.47 |
Total |
1,658.70 |
1,372.60 |
PERFORMANCE REVIEW
India became the fastest-growing major economy at ~ 7% in FY 22-23, despite the three
shocks of COVID-19, Russian- Ukraine conflict and the Central Banks across economies led
by Federal Reserve responding with synchronised policy rate hikes to curb inflation,
leading to appreciation of US Dollar and the widening of the Current Account Deficits in
net importing economies. Increased investment in infrastructure sector provides a critical
push to the potential growth of the economy. The outlay for capital expenditure in FY
2022-23 was increased sharply by 35.4% from ' 5.5 Lakh Crore in the previous year
(2021-22) to ' 7.5 Lakh Crore, of which approximately 67% has been spent from April to
December 2022 as per the Economic Survey 2022-23.
During the FY 2022-23, the Cement Industry grew by 9%. The growth was higher in the
first quarter on a lower base of the previous year due to pandemic-related issues. Cement
growth in the second quarter moderated after the base of the same quarter in the previous
year corrected. In the third quarter, demand was good after a slowdown in October 2022 due
to festivals. In the fourth quarter, demand tapered off resulting in a low single-digit
growth.
In FY 2022-23, your Company achieved a growth of 9% in its cement production and 12% in
its cement sales. The combined growth of cement and clinker stood at 7%. The Company
improved its Cement capacity utilisation to 80% in FY 2022-23 from 74% in FY 2021-22,
while Company achieved 89% capacity utilisation in the last quarter of FY 2022-23. The
Grinding Units at Surat, Kalol, Jharli and Cuttack have also shown remarkable resilience
in bouncing back to normal. At Udaipur Cement Works Limited, a subsidiary of the Company,
Cement production rose by about 13%.
The Company has witnessed a sharp rise in fuel prices (Petcoke and coal), diesel prices
and other input costs which have significantly impacted the profitability. This has
increased our freight cost both for outward materials as well as for inputs. As there is
considerable overhang of the cement supplies over the demand, we found it hard to pass on
the increase in inputs costs to the customers. To reduce the surging cost impact on
margins, the Company has been assiduously working on adopting innovative solutions such as
waste heat recovery, solar or renewable energy and improving its operational efficiencies
at all levels and maximizing its realisation per tonne by optimising the product mix,
introduction of new brands and augmenting the distribution network and optimising its
distribution cost. The Company could maintain its Net realization despite price
corrections being seen in major markets.
The Company has always followed the philosophy of sustainable growth. Share of
renewable energy at 47% in our total energy basket is amongst the best in the industry and
we have set a target of achieving above 87% share in total energy consumption by FY
2024-25. Similarly, we are continuously working to increase the use of Alternative Fuels
and Raw Materials (AFR); reduce water consumption; and reduce carbon emissions. It may be
noted that through various measures taken in this regard, the Company has been able to
reduce CO emissions. In Scope I, we have been able to reduce CO2 emission to
554 kg per ton of cement equivalent in FY 2022-23 from 558 kg per ton of cement equivalent
in FY 2021-22. Similarly in Scope II, we have been able to reduce CO2 emission
to 45 kg per ton of cement equivalent in FY 2022-23 from 64 kg per ton of cement
equivalent in FY 2021-22.
Our specific water consumption is also one of the lowest in the industry and we aim to
become 5 times water positive by the FY 2024 -25.
These measures towards sustainable operations shall stand in good stead in time to come
and help the Company to raise finances at a lower cost for its future growth plans and
ambitions.
The Company registered an EBIDTA of ' 766.50 Crore as against ' 868.52 Crore in the
previous Financial Year, while the Net Profit is at ' 330.23 Crore as against ' 417.56
Crore in the previous Financial Year.
SUSTAINABILITY
At JK Lakshmi Cement Limited, sustainability has always been at its core of business
strategy and operations. The company has always believed in being "Lean and
Green". This approach has helped us to reduce our specific energy consumption in our
product manufacturing. On the other hand, this has helped us to reach renewable energy
usage percentage to around 47%. The Company has consistently strived to reduce dependence
on conventional fuel for heat requirement in our processes and this has helped us in
achieving the Thermal Substitution Rate (TSR) level to 4.11%. In order to give impetus to
our Sustainability agenda, the Company has taken a significant step in promoting LNG
trucks in our logistic operations which has helped to reduce CO2 emission by
51.96 MT in just five months, which is a benchmark step for greener future and sustainable
development. Your Company is also approximately 4 times water positive.
To further push our sustainability agenda, the Company has voluntarily taken the
memberships of various global agencies like UNGC, SBTi, RE100, EP100 and GCCA-India. These
agencies drive global sustainability agenda and help companies to achieve their
sustainable goals.
As a responsible entity, the Company has always taken steps for community developments
through its various CSR initiatives and the social performance improvement covers its
entire value chain which has been the commitment of the Company.
NET DEBT FREE COMPANY
The Company has continuously been focussing for last several years on reducing its debt
and has now become a Net Debt Free Company as of 31st March 2023. The Treasury
Corpus of the Company as of 31st March 2023, now exceed its Total Borrowings as
on that date.
CREDIT RATING
Efficient Debt Management and improvement in various Operating parameters has enabled
the Company to maintain its Long-term Credit Rating from CRISIL and CARE at AA (Double A)
with a Stable Outlook. The Company continues to enjoy the highest possible rating of A1+
(A One Plus) from
both CRISIL and CARE for its Short-term borrowings.
KEY HIGHLIGHTS: FINANCIAL YEAR 2022-23
During the Financial Year 2022-23, the Company has achieved several new landmarks, few
of which are given hereunder: -
1. Turnover crossed ' 6,000 Crore.
- Turnover at ' 6,071 Crore increased by 20% during FY 2022-23.
- Sales Volume increased by 7%.
- All Grinding Units achieved record Production and Dispatches.
2. Net Debt Free Company
- Reduced Borrowings by ' 175 Crore.
- Increased Liquidity.
- Improved Leveraging and Other Financial Ratios.
- Reduction in Interest Costs.
3. Reduction in Interest Cost by 5 %
- Interest Cost reduced from ' 96 Crore to ' 92 Crore.
- Prepayment of Loans.
- Efficient Working Capital Management.
- Reduced Borrowings for Working Capital.
4. Green Initiatives
- Commissioned a 7 MW Solar Power Plant at Sirohi, Rajasthan.
- Another 7 MW Solar Power Plant planned in the coming year.
- Commissioned the first of its kind a Floating Solar Power Plant of 1 MW at UCWL.
5. Supply Chain Management
- Implemented OTM system for Efficient Logistics Management.
- First Cement Company to deploy LNG trucks to reduce CO2 emissions.
- Deployed Bulk Containers for dispatches.
6. Increased ESG Culture
- Reduction of CO2 emission across Plants.
- Share of Renewable Energy increased to 47% (consolidated).
- Increased use of AFR.
- Reduced Water consumption.
7. Brand Building
- Increased share of premium products.
- Leveraged Digital media and increased Customer connectivity across segments.
- Increased Product positioning and Market share in key markets.
8. Digitalization
- Rapid digitalization across functions.
- Optimization of Systems and Processes.
- Plant Efficiency improvement.
- Efficient Capital Working Management.
9. Focus on Value Added Products (VAP)
- VAP recorded 28% growth in Turnover to ' 478 Crore.
- Increased Market Share.
- Focus of Market Penetration.
AWARDS AND RECOGNITIONS
Your Company has been bestowed with prestigious awards on both national as well as
international level. Some of the accolades and awards received during the year are as
follows:
"Brand of the year 2022" Award.
Rajasthan - "Best Employer Brand Awards 2022", awarded at World HRD
Congress.
3rd Fastest Growing Cement Company in the Large Category at the 6th
Indian Cement Review Awards 2023.
"Golden Peacock Business Excellence Award for the year 2023".
PROGRESS OF THE PROJECTS AND EXPANSIONS
Udaipur Cement Works Ltd; the Expansion Project is progressing satisfactorily and is
expected to be commissioned in 2024.
INTERNAL FINANCIAL CONTROLS
The Company has in place a strong Internal Financial Control System, Policies and
Procedures which ensures accuracy and completeness of Accounting Records and helps also in
timely preparation of the reliable Financial Statements. These Internal Financial Control
Systems are designed for safeguarding the assets of the Company and for the prevention and
detection of errors & frauds commensurate with the size, nature and complexities of
the Operations of the Company. These Policies and Procedures were found by the Statutory
Auditors of the Company to be adequate for smooth, orderly & efficient conduct of the
business of the Company.
The Company has in place specific Standard Operating Practices (SOPs) for its various
functions. These SOPs are periodically reviewed by the External and Internal Auditors of
the Company and exceptions are reported for corrective actions.
The Internal Financial Control Systems are regularly reviewed to ensure their
effectiveness, taking into account the essential
components of Internal Financial Controls as stated in the Guidance Note on the Audit
of Internal Financial Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India. Based on such assessments carried out by the Management,
no reportable material weaknesses in the adequacy in the System of Operations of Internal
Financial Controls were observed during the year.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is a socially responsible corporate citizen which truly believes that
business priorities co-exist with commitment for inclusive development. Since its
inception and well before the Corporate Social Responsibility (CSR) law come into
existence, serving the Society towards improving the quality of life of the communities at
large has been a priority and commitment for the Company. The concept of socially
responsible business is deeply ingrained in our corporate DNA right from the inception and
we have been pioneering and delivering multiple need based and high impact CSR projects
for needy and vulnerable communities & families living around our business operations.
The Company's CSR vision clearly states to strengthen community relationship and to bring
sustainable change in the quality of life of neighbourhood community through innovative
solutions in Education, Health, Water & Sanitation, Skills Development, Livelihood
Promotion and Rural Development.
CSR is the continuing commitment by the Company to behave ethically and contribute to
economic development, while improving the quality of life of the work force, their
families as well as of the local community and society at large. The Company has adopted
life cycle approach and had designed & delivered various CSR projects for all age
groups - pregnant mothers, infants, children, youth, adults and old age people. Through
its various need based and high impact CSR projects, the Company has been able to directly
impact and bring positive changes in the lives of more than 1.80 lakh people spread across
its business operations.
During the reporting period, the Company designed and implemented community need based
CSR projects and targeted marginalised & vulnerable families with an aim to improve
their lives through projects like JK Lakshmi Aarogya, Vidya, Aajivika, Swajal &
Swachhta, Gramin Vikas, Kaushal Prashikshan, etc. These projects have been aligned and
contributed to various Sustainable Development Goals 2030. Some of the key initiatives
during the reporting period were launch of JK Lakshmi Vidya Scholarship on
"Vidyasaarathi Portal" in partnership with NSDL & TISS, organising career
counselling program for the students of standard X to XII in Government Senior Secondary
Schools, job linked skill development training for school & college dropouts, launch
of mobile veterinary unit for livestock improvement and setting up skill training centre
in partnership with District Child Welfare Office, Jhajjar, Haryana among others. To give
big impetus to skilling & livelihoods, the Company started
setting up of skill development centre at its plant in Pindwara, Sirohi, Rajasthan.
The Company demonstrated its commitment towards CSR and implemented several
"Ongoing Projects" in thrust areas of Health, Water & Sanitation, Education,
Skilling & Livelihood and Rural development. Under Project Aarogya, medical camps were
organized, reproductive and child health services were delivered at the doorsteps to
reduce maternal and infant's mortality among tribal communities, while at few locations,
food kits were provided to Multi-Drug Resistant -TB patients from poor families to improve
their nutritional status for speedy recovery. Company undertook activities for holistic
development of adolescents under Project Vidya (Education) and also organized bridge and
remedial classes for out-of-school and school drop-out children for their mainstreaming
into government schools, supported government schools for improvement in physical &
classroom infrastructure and facilities, provided various types of support to students and
continued our support to school's working for Special children and their families.
Students were provided scholarships to support their school, college and technical
education like ITI, Polytechnic, Nursing and B. Ed. Under Project Aajivika, the Company
undertook multiple on-farm and off-farm activities including small enterprise development,
skill trainings and vocational trainings to support youth and families to ensure
sustainable income. The Company has undertaken several activities for empowering women
especially tribal women in the areas of education and for income generation through
providing them trainings on various trades & skills like Madhubani painting, food
processing, computer, stitching, beautician, etc. Under JK Lakshmi Gramin Vikas Project,
the Company supported infrastructure development in the nearby communities. Under JK
Lakshmi Swajal & Swachhta project, the Company's initiatives include setting up water
facilities for domestic use, repair of anicut for watershed development, pond deepening,
setting up of water huts, provision of water tanks and recharging of water bodies,
fogging, door to door garbage management among others. These initiatives in the CSR
benefited number of disadvantaged, vulnerable and economically marginalized communities
like Scheduled Castes and Scheduled Tribes, Below Poverty Line families, small and
marginal farmers, landless groups, women-headed families, special children, person
suffering with chronic diseases like MDR-TB and youth with no skills for either
employability or resources for small business. The Company also strategically endeavoured
towards facilitating "last-mile-connectivity" for the poor to access various
State and Central Govt. Schemes aimed at poverty alleviation.
One of the breakthrough achievements during the reporting period has been increased
coverage and outreach which has impacted thousands of families in the villages around the
Company's plants. Company's CSR initiatives have been able to bring qualitative changes
in the lives of the communities around its plant locations. One of the key impacts has
been empowerment of women due to improvement in their income resulting into their higher
familial and societal status.
Your Company is also promoting employee engagement in various CSR projects to create
socially responsible behaviour among its employees. Number of employees were provided
appreciation certificates for their contribution to CSR activities around various plant
locations.
The Company received number of accolades and awards for its meaningful and
life-changing CSR initiatives during the year. Company's Durg unit received "Golden
Peacock Award 2022 for CSR Excellence" in Cement Sector and Jharli unit received
"Indian CSR Award for Best Women Employment Initiative of the Year (Corporate)".
The Company has requisite Corporate Social Responsibility Policy in accordance with the
provisions of the Companies Act, 2013 (Act) and Rules made thereunder, as amended. The CSR
Policy along with brief description of CSR projects is disclosed on the website of the
Company at www.jklakshmicement.com.
The Annual Report on the CSR activities undertaken by the Company during the Financial
Year under review, in the prescribed format, is annexed to this Report as Annexure 'A'.
RELATED PARTY TRANSACTIONS
During the Financial Year ended 31st March 2023, all the contracts or
arrangements or transactions entered into by the Company with the Related Parties were in
the ordinary course of business and on an arm's length basis and were in compliance with
the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations).
Form AOC-2 containing the details of the material Related Party Transactions entered
into during the Financial Year 2022-23 as per the Related Party Transactions Policy (RPT
Policy) is attached as Annexure 'B' to this Report and forms part of it. The RPT Policy is
available on the website of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The particulars of loans given, guarantees or securities provided, and investments made
as required under Section 186 of the Act are given in the Notes to Financial Statements.
CONSERVATION OF ENERGY, ETC.
The details as required under Section 134(3)(m) of the Act read with the Companies
(Accounts) Rules, 2014 are annexed to this Report as Annexure 'C' and forms part of it.
AUDITORS & THEIR REPORTS
(a) Statutory Auditors
In accordance with the provisions of the Act and Rules
made there under, M/s S.S. Kothari Mehta & Company, Chartered Accountants, were
re-appointed as Statutory Auditors of the Company for their second term of five
consecutive years from the conclusion of the 80th AGM held on 28th
August 2020 until the conclusion of the 85th AGM to be held in the year 2025.
The observations of the Auditors in their Report on Accounts and the Financial
Statements, read with the relevant notes are self-explanatory. The Auditors' Report does
not contain any qualification, reservation, adverse remark or disclaimer. Further, no
fraud has been reported by the Auditors to the Audit Committee or the Board.
(b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act, the Board of Directors appointed
Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry
out Secretarial Audit of the Company for the Financial Year 2022-23.
The Report given by him for the said Financial Year in the prescribed format is annexed
to this Report as Annexure 'D'. The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.
(c) Cost Auditors
M/s R.J. Goel & Co., Cost Accountants, conducted the Audit of cost records of the
Company for the Financial Year 2021-22 and as required, Cost Audit Report was duly fled
with the Ministry of Corporate Affairs, Government of India. The Company has duly
maintained requisite Cost Accounts and Records pursuant to Section 148(1) of the Act.
The Audit of the cost records of the Company for the Financial Year 2022-23 is being
conducted by the said firm and the Report will be duly filed.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of your Company for the Financial Year 2022-23
have been prepared in accordance with the Act read with the Rules made thereunder and
applicable Indian Accounting Standards. The audited consolidated financial statements
together with Auditors' Report form part of the Annual Report.
In compliance with Section 129(3) of the Act and Rule 8 of the Companies (Accounts)
Rules, 2014, a report on the performance and financial position of each of the
subsidiaries and associate included in the consolidated financial statements is presented
in a separate section in the Annual Report. Please refer AOC-1 annexed to the financial
statements in the Annual Report.
Pursuant to the provisions of Section 136 of the Act, the financial statements, the
consolidated financial statements along with relevant documents and separate audited
accounts in respect of subsidiaries are available on the website of the Company.
During the Financial Year under review, no Company has become or ceased to be your
Company's subsidiary or joint venture or associate.
DEPOSITS
Pursuant to the approval of Members by means of a Special Resolution passed at the AGM
held on 4th September 2014, the Company has continued to accept deposits from
the public, in accordance with the provisions of the Act and the Rules made thereunder.
The particulars in respect of the deposits covered under Chapter V of the said Act, for
the Financial Year ended 31st March 2023 are as under:-
(a) Accepted during the year: ' 20.94 Crore;
(b) Remained unclaimed as at the end of the year: ' 0.42 Crore;
(c) Default in repayment of deposits or payment of interest thereon at the beginning of
the year and at the end of the year: Nil;
(d) Details of deposits which are not in compliance with the requirements of Chapter V
of the said Act: Nil.
PARTICULARS OF REMUNERATION
Disclosure of the ratio of the remuneration of each Director to the median employee's
remuneration and other requisite details pursuant to Section 197(12) of the Act read with
Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed to this Report as Annexure 'E'.Further, particulars of employees pursuant
to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of
provisions of Section 136 of the Act, the Annual Report including Accounts for the
Financial Year 2022-23, is being sent to all the Members of the Company and others
entitled there to, excluding the said Particulars of employees. The said information is
available for inspection at the Registered Office of the Company during business hours on
working days of the Company upto the ensuing AGM. Any Member interested in obtaining such
particulars may write to the Company Secretary.
ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the Act read with
Rules made thereunder is available on the website of the Company at
https://www.jklakshmicement.com/annual-return/
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 152 of the Act, Shri Bharat Hari Singhania (DIN: 00041156) retires
by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.
The Board recommends his re-appointment.
The Members at the AGM held on 17th August 2022 had approved appointment of
Shri Sadhu Ram Bansal (DIN: 06471984) as an Independent Director for a term of three
consecutive years w.e.f. 1st July 2022 and Shri Arun Kumar Shukla (DIN:
09604989) as President & Director of the Company for a term of three years w.e.f. 1st
August 2022 and he was appointed by the Board of Directors as Key Managerial Person from
the said date. Further, during the year under review, Dr. K.N. Memani (DIN: 00020696),
Independent Director, resigned from the Board of Directors of the Company w.e.f. 26th
April 2022, due to personal reason including health; Dr. Shailendra Chouksey (DIN:
00040282) and Shri Sushil Kumar Wali (DIN: 00044890) ceased to be Directors of the Company
w.e.f. 1st August 2022 after expiry of their term of office as Whole-time
Directors on 31st July 2022 and Shri B.V Bhargava (DIN : 00001823) ceased to be
a Director of the Company w.e.f. 31st August 2022 on completion of his second
term as an Independent Director on 30th August 2022.
The Board has also taken on record the declarations and confirmations received from all
the Independent Directors of the Company regarding their independence pursuant to Section
149 of the Act and Regulation 16 of the Listing Regulations.
Shri Amit Chaurasia, appointed as the Company Secretary, a whole time Key Managerial
Person, of the Company w.e.f. 1st September 2022, in place of Shri Brijesh
Kumar Daga, Sr. Vice President & Secretary of the Company who ceased to be the Company
Secretary with effect from the said date.
There were no other changes in the Directors/Key Managerial Personnel of the Company
during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the Financial Year under review, there were no significant and material orders
passed by the Regulators or Courts or Tribunals which could impact the going concern
status of the Company and its future operations. Further, no application was made or no
proceeding was pending as at the end of the year under the Insolvency and Bankruptcy Code,
2016.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company and
the date of this report.
CHANGE IN THE NATURE OF BUSINESS
During the Financial Year under review, there was no change in the nature of business
of the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report of the Company for the Financial Year
2022-23 in the prescribed format, giving an overview of the initiatives taken by the
Company for Environmental, Social and Governance perspective and disclosures regarding the
performance of the Company against nine principles of the 'National Guidelines on
Responsible Business Conduct', is given in a separate section of the Annual Report and
forms a part of it.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
Your Company reaffirms its commitment to the highest standards of corporate governance
practices. Pursuant to the Listing Regulations, Management Discussion and Analysis and
Corporate Governance Report along with Statutory Auditors' Certificate regarding
compliance of conditions of Corporate Governance are made part of this Report as Annexure
'F' & 'G' respectively.
The Corporate Governance Report which forms part of this Report, inter alia, covers the
following:
(a) Particulars of the four Board Meetings held during the Financial Year under review;
(b) Salient features of the Nomination and Remuneration Policy;
(c) The manner in which formal annual evaluation of the performance of the Board of
Directors, of its Committees and of individual Directors has been made;
(d) The details with respect to composition of Audit Committee and establishment of
Vigil Mechanism;
(e) Details regarding Risk Management Committee;
(f) Dividend Distribution Policy;
(g) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
COMPLIANCE OF SECRETARIAL STANDARDS
Based on the Secretarial Audit Report of the Secretarial Auditor, the Company has duly
complied with the applicable Secretarial Standards on Meetings of Board of Directors and
General Meetings issued by the Institute of Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Act, your Directors state that:-
(a) In the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) such accounting policies have been selected and applied consistently and judgments
and estimates made are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the Financial Year and of the
profit and loss of the Company for that period;
(c) Proper and sufficient care have been taken for the maintenance of adequate
accounting records in accordance with the provisions of the said Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) The 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; and
(f) The proper systems to ensure compliance with the provisions of all applicable laws
have been devised and
that such systems are adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors wish to place on record and acknowledge their appreciation for the
continued support and valuable cooperation received from the Financial Institutions,
Banks, Government Authorities, Dealers, Suppliers, Business Associates and Company's
valued Customers and the esteemed Members for the faith they continue to repose in the
Company.
Your Directors also record their appreciation for the dedication and hard work put in
by "Team-JK Lakshmi", which has enabled the Company to continue its growth
journey in these challenging times.
On behalf of the Board of Directors
Place: New Delhi |
Bharat Hari Singhania |
Date: 19th May 2023 |
Chairman |
ANNEXURE 'A' TO BOARD'S REPORT
ANNUAL REPORT ON THE CSR ACTIVITIES UNDERTAKEN BY THE COMPANY DURING THE FINANCIAL YEAR
ENDED 31st MARCH 2023.
1. Brief outline on CSR Policy of the Company:
The philosophy of giving back to the society was laid down by the founding fathers of
JK Group over a century ago and the Group takes this as a moral responsibility to build a
better society through contributing towards community services as well as working towards
uplifting and empowering the disadvantaged sections of the society. The Mission statement
of the Company unequivocally state to be a "socially responsible corporate
citizen". For JK Lakshmi Cement Ltd., the business priorities coexist with the
commitment for extending the help to the poor and the needy. This realization had given
our organization a great opportunity to systematically develop and adopt an effective CSR
approach to implement multiple interventions in the surrounding area of our business and
plant locations.
The Corporate Social Responsibility Policy (the Policy or the CSR Policy) has been
framed in accordance with Section 135 of the Companies Act, 2013 (the Act) and the
Companies (Corporate Social Responsibility Policy) Rules, 2014 (the Rules) as amended from
time to time. The Policy shall apply to all CSR projects and activities to be undertaken
by the Company and contains the approach and direction given by the Board of Directors,
2. Composition of CSR Committee:
considering the recommendations of the CSR Committee. The CSR Policy also lays down the
guiding principles for selection, implementation, and monitoring of activities as well as
formulation of the Annual Action Plan to carry out CSR Projects by the Company. During the
year, the Policy was amended to align with the changes notified by Ministry of Corporate
Affairs vide its Notification dated 20th September 2022 with respect to
implementation of CSR activities.
The CSR Policy of the Company strongly reflects the commitment towards inclusive growth
and development. The vision of the Company's CSR is "to strengthen community
relationship and to bring sustainable change in quality of life of neighborhood community
through innovative solutions in Education, Health, Livelihoods and Community
Development".
The major CSR thrust areas of the Company are Health; Water & Sanitation;
Education; Skill development and Livelihoods; Environment sustainability and Rural
development.
The Company's CSR Policy clearly delineates on formulation and implementation of CSR
projects and activities; its approval by the Board; monitoring; documentation; impact
assessment and disclosures.
Sl. No. Name of Director |
Designation/ Nature of Directorship |
Number of meetings of CSR Committee held during the year |
Number of meetings of CSR Committee attended during the year |
1 Smt. Vinita Singhania |
Chairperson/Executive Director |
2 |
2 |
2 Shri Arun Kumar Shukla^ |
Member/ Executive Director |
1 |
- |
3 Amb. Bhaswati Mukherjee |
Member/ Independent Director |
2 |
2 |
4 Dr. Shailendra Chouksey* |
Member/Executive Director |
1 |
1 |
5 Shri Sushil Kumar Wali* |
Member/ Executive Director |
1 |
1 |
^ Shri Arun Kumar Shukla,appointed as Member of the Committee w.e.f. 1st
August 2022.
* Dr. Shailendra Chouksey and Shri Sushil Kumar Wali, ceased to be Members of the
Committee, consequent to cessation of their directorships of the Company w.e.f. 1st
August 2022, on completion of their existing terms as Whole-time Directors on 31st
July 2022.
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects
approved by the Board are disclosed on the website of the company:
Composition of CSR Committee:
https://www.jklakshmicement.com/listing-composition-of-committees/
CSR Policy and CSR Projects: https://www.jklakshmicement.com/CSRCompositionPolicy.pdf
4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR
Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.: Not
Applicable
5. (a) Average net profit of the company as per section 135(5) : ' 46,956.00 Lakh
(b) Two percent of average net profit of the company as per section135(5) : ' 939.13
Lakh
(c) Surplus arising out of the CSR projects or programmes or activities of the previous
financial years. : Nil
(d) Amount required to be setoff for the financial year, if any : Nil
(e) Total CSR obligation for the financial year [(b)+(c)-(d)] : ' 939.13 Lakh
6. (a) Amount spent on CSR Projects (Both Ongoing & Other than Ongoing Projects):
During the reporting period, the Company implemented Ongoing projects such as JK
Lakshmi Aarogya, JK Lakshmi Vidya, JK Lakshmi Aajivika, JK Lakshmi Kaushal Prarshikshan,
JK Lakshmi Swajal & Swachhta and JK Lakshmi Gramm Vikas. A total amount of ' 916.81
Lakh has been spent on these Ongoing Projects.
(b) Amount spent in Administrative Overheads : ' 22.34 Lakh
(c) Amount spent on Impact Assessment, if applicable : Not Applicable
(d) Total amount spent for the Financial Year [(a) + (b)+(c)] : ' 939.15 Lakh
(e) CSR amount spent or unspent for the financial year : Not Applicable
Total Amount Spent |
Amount Unspent (in ' / Lakh) |
for the Financial Year (in '/ Lakh) |
Total Amount transferred to 'Unspent CSR Account' as per
section 135(6). |
Amount transferred to any fund specified under Schedule
VII as per second proviso to section135(5) |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
939.15 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
(f) Excess amount for set off, if any : Not Applicable
7. Details of Unspent CSR amount for the preceding three financial years
1 |
2 |
3 |
4 |
5 |
6 |
7 |
8 |
Sl.
No. |
Preceding Financial
Year(s) |
Amount transferred to Unspent CSR Account under sub-section(6) of
section 135 (in '/Lakh) |
Balance Amount in Unspent CSR Account under sub-section(6) of section
135 (in '/Lakh) |
Amount Spent in the Financial Year (in '/Lakh) |
Amount transferred to a Fund as specified under Schedule
VII as per second proviso to sub-section (5) of section 135, if any |
Amount remaining to be spent in succeeding Financial Years (in '/Lakh) |
Deficiency, if any |
|
|
|
|
|
Amount (in '/ Lakh) |
Date of Transfer |
|
|
1. |
2021-22 |
144.99 |
122.58 |
22.41 |
N.A. |
N.A. |
122.58 |
N.A. |
8. Whether any capital assets have been created or acquired through Corporate Social
Responsibility amount spent the Financial Year:
(^) Yes Q No
9. Specify the reason(s), if the company has failed to spend two percent of the average
net profit as per section 135(5):
Not Applicable .
|