Annual Report 2019 2020
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Annual Report 2019 2020 FORWARD TOGETHER. Growing with resolve. Annual Report 2019–20 1 INSIDE THE REPORT FORWARD TOGETHER. GROWING WITH RESOLVE. At J.K. Cement, our strong performance and robust potential are a culmination of our prudent expansion strategy. We have SECTIONS CONTENTS PAGE established mechanisms to optimise costs and improve Notice 1-11 efficiencies, which enable us to protect margins even during challenging times. Making Managing Director’s Message 12-15 Our products go into creating the building blocks for India’s progress ambitious strides. We continuously invest in our brands and everyday recalibrate their positioning to enhance top of the mind recall. Statutory Management 16-19 Our relentless focus on execution and proactive risk management Reports Discussion and Analysis enabled us to keep our capacity expansion projects largely on Directors’ Report 20-52 track, despite large scale business disruptions following the outbreak of the coronavirus pandemic. Report on Corporate Governance 53-71 Our response to combat the pandemic – keep operations running, and ensure safety and well-being of our people, business Financial Standalone 72-134 partners and communities reflect our collective resolve to create Statements Independent Auditor’s Report 72-81 a shared future. Balance Sheet 82 Today, as the nation embarks on yet another journey towards Statement of Profit & Loss 83 self-reliance, we remain committed to be a partner in progress Cash Flow Statement 84-85 with our customer centricity and technology leadership, Statement of Changes in Equity 86 anchored in the highest standards of governance and value Notes to Accounts 87-135 system that define J.K. Cement. Consolidated 136-197 Independent Auditor’s Report 136-143 Balance Sheet 144 Statement of Profit & Loss 145 Cash Flow Statement 146-147 Statement of Changes in Equity 148 Notes to Accounts 149-197 Shareholders General 198 Information & Guidance Mandate Form 199 CIN. L17229UP1994PLC017199 Registered and Corporate Office Kamla Tower, Kanpur - 208001, Uttar Pradesh, India Telephone: 0091-512-2371478 / 81, Fax: 0091-512-2399854 email: [email protected] Web: www.jkcement.com NOTICE viz. J.K. Cement Works, Nimbahera, J.K. Cement Works, Notice is hereby given that the Twenty Sixth Annual Mangrol, J.K. Cement Works, Gotan, J.K. White Cement General Meeting of the Members of Works, Gotan all situated in the State of Rajasthan, J.K. CEMENT LIMITED will be held on Friday the 14th August, J.K. Cement Works, Jharli, situated in the State of Haryana, 2020 at 12 Noon through Video Conferencing/Other Audio Visual J.K. Cement Works, Aligarh situated in the state of Uttar Means (OAVM). No physical meeting of members will be held, Pradesh and J.K. Cement Works, Muddapur situated in the however, the meeting will be deemed to have been held at the State of Karnataka, be and is hereby ratified and confirmed.” Registered office of the Company at Kamla Tower - 208001, UP, Kanpur on Friday the 14th August, 2020 at 12 Noon to transact the “RESOLVED FURTHER THAT the Board of Directors of following business: the Company (including its Committee of Directors thereof), be and is hereby authorised to do all acts and take all such ORDINARY BUSINESS steps as may be necessary, proper or expedient to give effect to this resolution.” 1. To receive, consider and adopt a) the Audited Standalone Financial Statements of the AS SPECIAL RESOLUTION(S) Company for the Financial Year ended 31st March, 5. Private Placement of Non Convertible Debentures 2020 together with the Reports of Directors and “RESOLVED THAT pursuant to the provisions of Auditors thereon. Sections 42,71 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with Companies b) the Audited Consolidated Financial Statements of the (Prospectus and Allotment of Securities) Rules, 2014, the Company for the Financial Year ended 31st March, 2020 Companies (Share Capital and Debenture Rules), 2014, together with the Reports of Auditors thereon. (including any statutory modification(s) or re-enactment thereof, for the time being in force), Securities and Exchange 2. To Declare/Confirm dividend of ` 7.50 (75%) on Equity Board of India (Issue and Listing of Debt Securities) Shares of the Company for the Financial year 2019-20 Regulations, 2008, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 3. To appoint a Director in place of Smt. Sushila Devi Singhania Regulations, 2015 as amended from time to time, any other aged about 84 years (DIN 00142549), who retires by rotation applicable laws, rules and regulations and subject to the pursuant to the provisions of Article 90 of the Article of provisions of the Memorandum and Articles of Association Association of the Company and being eligible offers herself of the Company, the consent of the Company be and is for re-appointment. hereby accorded to the Board of Directors of the Company (hereinafter referred to as “The Board” which term shall be SPECIAL BUSINESS deemed to include any Committee of Directors thereof), to create, offer, issue and allot Non-convertible Debentures To consider and if thought fit, to pass with or without upto a limit of ` 500 Crores (Rupees Five Hundred Crores modification(s) the following resolutions: - only), (hereinafter referred to as the “NCDs”), on a private placement basis, to eligible investor(s), in one or more AS ORDINARY RESOLUTION(S) tranches of series, during the period of one year from the date of passing of this Resolution, subject to the 4. Ratification of remuneration to the Cost Auditors overall borrowing limits of the Company, as approved “RESOLVED THAT pursuant to provisions of Section 148 by the Members and other applicable requirements, and other applicable provisions, if any, of the Companies from time to time”. Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the remuneration of 6,30,000 plus service tax as “RESOLVED FURTHER THAT the Board be and is hereby applicable and reimbursement of actual travel and out-of- authorised to determine the terms and conditions of issue pocket expenses for the Financial Year ending 31st March, of NCDs including but not limited to, the number of NCDs 2021 as approved by the Board of Directors of the Company to be offered/issued in each tranche, face value, issue price in its meeting held on 17th June, 2020 to be paid to M/s. K. G. including premium, if any, tenor interest rate, security for the Goyal & Company, Cost Accountants, for conducting cost NCDs and to settle any questions, difficulties etc, that may audit of the Company’s Cement Manufacturing Units Annual Report 2019–20 1 arise in this regard without requiring to secure any further statutory modification(s) or re-enactment(s) thereof, for consent or approval of the Members of the Company” the time being in force), approval of the members be and is hereby accorded to appoint Mr. Madhavkrishna Singhania “RESOLVED FURTHER THAT for the purpose of giving (DIN: 07022433) as a Whole Time Director designated as effect to the above, the Board be and is hereby authorised Executive Director (Grey Cement), for a period of 5 (five) to do all such acts, deeds, matters and things as may be years 17th June, 2020 on the terms and conditions including deemed necessary and expedient including delegation of remuneration as set out in the Statement annexed to the all or any of the above powers to any person(s) on behalf Notice, with liberty to the Board of Directors (hereinafter of the Company.” referred to as “the Board” which term shall include the Nomination and Remuneration Committee of the Board) 6. To approve the continuation of Directorship of to alter and vary the terms and conditions of the said Smt. Sushila Devi Singhania aged about 84 years appointment and / or remuneration as it may deem fit.” (DIN: 00142549) “RESOLVED THAT pursuant to provisions of SEBI (Listing “RESOLVED FURTHER THAT the Board be and is Obligation and Disclosure Requirements) (Amendment) hereby authorised to do all acts and take all such steps as Regulation 2018, approval of the Members of the Company may be necessary, proper or expedient to give effect to be and is hereby accorded to the re-appointment of Smt. this resolution.” Sushila Devi Singhania aged about 84 years (DIN: 00142549) as a Non Executive, Non Independent Director, liable to 9. Regularisation of Additional Director, Mr. Ajay retire by rotation as well as to continue to hold the position Kumar Saraogi (DIN: 00130805), by appointing of Non- Executive, Non Independent Director.” him as Executive Director of the Company: “RESOLVED THAT in accordance with the provisions 7. Regularisation of Additional Director, of Sections 196, 197 and 203 read with Schedule V and Mr. Raghavpat Singhania (DIN: 02426556), other applicable provisions of the Companies Act, 2013 by appointing him as Executive Director of and the Companies (Appointment and Remuneration of the Company: Managerial Personnel) Rules, 2014 (including any statutory “RESOLVED THAT in accordance with the provisions modification(s) or re-enactment(s) thereof, for the time of Sections 196, 197 and 203 read with Schedule V and being in force), approval of the members be and is hereby other applicable provisions of the Companies Act, 2013 accorded to appoint Mr. Ajay Kumar Saraogi (DIN: 00130805) and the Companies (Appointment and Remuneration of as Whole Time Director designated as Executive Director Managerial Personnel) Rules, 2014 (including any statutory and Chief Financial Officer of the Company, for a period of 5 modification(s) or re-enactment(s) thereof, for the time (five) years from 17th June, 2020 on the terms and conditions being in force), approval of the members be and is hereby including remuneration as set out in the Statement accorded to appoint Mr.