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UltraTech Cement Ltd (ULTRACEMCO) -BSE
4935.1 25.30 (0.52%) 02-Dec-2020 |14:49
PREV.CLOSE OPEN PRICE HIGH(Rs) LOW(Rs) VOLUME(Rs) 52AVG.RANGE MARKET CAP(Rs.Cr) P/E Div Yield (%) Eps (Rs)
4909.8 4911.1 4998.35 4876.85 15946 4998.35 - 2913.15 141712.23 24.96 0.26 196.67
Directors Report

Dear Shareholders,

Your Directors present the Twentieth Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2020.

OVERVIEW AND THE STATE OF YOUR COMPANY'S AFFAIRS

2019-20 was a year of contrasting global economicscenarios. Marred by trade wars and the weakening economicscenario in China, the global outlook remained weak during the initial months. This was worsened by the slow growth in the manufacturing sectors, which were either hit by a recession or close to it, across many countries.

In an effort to revive the economicgrowth, central banks offered support in the form of favourable monetary policies, with some countries such as China, providing an additional stimulus to enable fast-paced revival. The latter parTof CY19 saw some relief, with diminished risk of a no-deal Brexit and as the uneasy trade hostilities between China and the United States came to a halt. This was supported by easing of the financial conditions, as stimulus provided by central banks began to filter through. While global financial conditions started indicating signs of improvement in the second half of the calendar year, rising debt levels posed a future threat to the economy.

The domesticeconomy also witnessed a slowdown in FY20 as the GDP growth rate was pegged at 4.2%. This was primarily on accounTof weak demand across sectors, tightening of credit, and the lingering effecTof previous policy measures. A key development, however, was the decline in the prices of crude, oil and coal, on the back of moderation in global economicactivities.

Several steps were taken to address the situation, including monetary easing by the Reserve Bank of India throughout the fiscal year; introduction of reforms to improve ease of doing business; steps to liberalise FDI; lower corporate income tax rates and disinvestment plans by the GovernmenTof India among other measures.

The cement industry, after witnessing a healthy demand growth of ~13% in 2018-19, exhibited slowdown with de-growth. Apart from the general economicslowdown, cement demand was sluggish during H1FY20 post the general elections in April-May, 2019. H2FY20 witnessed extended monsoons, low-capital expenditure on infrastructure and road activities, along with financial stress in the NBFCand housing sectors. Though the demand started indicating some signs of improvement since December, 2019, the momentum could not be sustained due to the outbreak of the COVID-19 pandemic. This severely impacted construction activities, which consequently resulted in the industry witnessing de-growth for the year, the first time in the last two decades.

With anticipated pick-up in private investment, financial sector reforms and resolution of stressed assets under the Insolvency and Bankruptcy Code, expected to contribute to cleaning up of banks' balance sheets and positive interventions by the GovernmenTof India, the outlook for fiscal 2020-21 was seen to remain largely positive. These initiatives, coupled with the fact that the fundamentals of the Indian economy remain intact, were expected to have a positive impacTon economicgrowth and demand for cement.

Just when the sector was reviving, the world was hit by the COVID-19 pandemic. With no cure presently available, the virus has become one of the biggest threats to the global economy.

India has been no exception to the impacTof COVID-19, which spread across the country rapidly. In this unprecedented situation, the Government announced a nationwide lockdown beginning from 25th March, 2020 to curb the spread of the virus. In line with the Government's directive and to contain the impacTof the virus, manufacturing activities across sectors came to a standstill. However, to mitigate hardship to the public, select activities were allowed to operate from 20th April, 2020, after due compliance with the lockdown guidelines and preparatory arrangements with social distancing in offices, workplace, factories and establishments.

As a responsible corporate citizen, your Company has initiated various steps across the country to fight the coronavirus outbreak. Our teams across our facilities in India are working with Government authorities and the local administration to support the fight against this pandemic. Collectively, it has helped more than half a million people. The magnitude of work can be ascertained from the fact that the teams have so far provided people with over 1.80 lakhs free meals, 0.50 lakh grocery kits, 6 lakhs masks and hand sanitisers, and over 1 lakh medical PPEs, hand gloves and other items like soap, disinfectants, etc. Alongside, online learning and wellness programmes have been organised for the employees and business associates.

The nationwide lockdown, amid the coronavirus outbreak, will have a significant near-term impacTon the cement industry. While the sector witnessed robust demand prior to the lockdown, the event led to the closure of all major cement plants, including those of your Company, and cessation of construction activities at the sites. This brought your Company's cement dispatches to a complete halt. As a result, volumes were negligible during the last week of March, 2020 and the whole of April, 2020.

Once the lockdown is fully relaxed, the migrant task force is expected to return from their native towns and resume activity at the construction sites in about 10-15 days. Similarly, the companies are also expected to take a week to ramp up the activities within the plants post relaxation. Increase in Government spends on health and publicwelfare; weak real estate and an overall slowdown in the economy is expected to reflect in a subdued performance of your Company in the current financial year. Nonetheless, given your Company's healthy credit profile, it is confidenTof its ability to weather the storm and come out stronger.

It is against this backdrop, that we share your Company's performance during FY20.

BUSINESS PERFORMANCE

Production and Capacity Utilisation (grey cement):

Particulars FY20 FY19 % change
Installed capacity in India (MTPA) 111.35 109.35 2
Production (MMT) 76.57 77.87 (2)
Capacity Utilisation 69% 76% (6)

 

MTPA – Million MetricTonnes Per Annum. MMT– Million MetricTonnes.

Cement production at 76.57 million tonnes in FY20 is lower by 2% as compared to 77.87 million tonnes in the previous year. This is mainly attributable to the de-growth in the cement industry, witnessed after 20 years. Consequently, capacity utilisation was also lower at 69% as compared to 76% last year.

During the year, your Company acquired the Cement Business of Century Textiles and Industries Limited ("Century") haveing a capacity of 14.6 MTPA ("Century Cement Business"). In terms of the order dated 3rd July, 2019 passed by the National Company Law Tribunal, Mumbai Bench ("NCLT"), the Appointed Date for the Scheme of Demerger amongst Century, your Company and their respective shareholders and creditors ("Scheme of Demerger") was 20th May, 2018. Consequently, your Company has restated its financial statements with effect from 20th May, 2018, to include the performance of the Century Cement Business.

Your Company also commissioned a 2.0 MTPA cement grinding capacity at Bara, Uttar Pradesh, taking its total capacity in India to 111.35 MTPA, including 6.25 MTPA capacity of its wholly owned subsidiary, UltraTech Nathdwara Cement Limited ("UNCL"). Your Company's consolidated capacity stands at 114.8 MTPA, including its overseas operations, which makes it the 3rd largest cement player globally, excluding China.

Sales Volume:

(Figures in MMT)

Particulars FY20 FY19 % Change
DomesticSales 76.40 79.34 (4)
Exports & Others 2.36 3.02 (22)
Total Sales Volume 78.76 82.36 (4)

Domesticsales volume registered de-growth of 4%. This was mainly on accounTof lower demand, attributable to the overall economicslowdown, general elections during Q1FY20, extended monsoons, and the impacTof COVID-19.

FINANCIAL PERFORMANCE

(Rs. in crores)

Standalone Consolidated
FY20 FY19 FY20 FY19
Net Turnover 40,033 39,234 41,476 40,904
Domestic 39,706 38,728 39,588 38,797
Exports 327 506 1,888 2,107
Other Income 1,343 1,262 1,297 1,168
Total Expenditure 31,997 32,920 32,841 34,262
Profit before Interest, Depreciation and Tax (PBIDT) 9,379 7,576 9,931 7,810
Less: Depreciation 2,455 2,321 2,702 2,451
Profit before Interest and Tax (PBIT) 6,924 5,255 7,229 5,360
Interest 1,704 1,648 1,986 1,778
Profit before Impairment and Tax Expenses / share in profiTof 5,220 3,606 5,244 3,582
Associates
Stamp duty on acquisition of assets - (114) - (114)
Share in Profit / (Loss) of Associates and Joint Venture (neTof tax) - - (1) 1
Profit before Tax Expenses 5,220 3,492 5,242 3,468
Normalised Tax Expenses 1,569 1,080 1,544 1,068
Reversal of Deferred Tax Liability (1,805) - (2,112) -
Profit after Tax 5,456 2,412 5,810 2,400
Profit attributable to Non-controlling Interest - - (4) (3)
Profit attributable to Owner of the parent - - 5,814 2,404

Net Turnover:

Your Company's Net Turnover at Rs. 40,033 crores is 2% higher than the previous year.

Other Income:

Other income is higher compared to the previous year due to higher income generated on the funds deployed in money markets. All investments are in AAA rated debt instruments only.

Operating Profit (PBIDT) and Margin:

PBIDT for the year at Rs. 9,379 crores is 24% higher than the previous year. Operating margin improved due to savings in operating costs.

Cost Highlights:

(i) Energy Cost:

The o verall energy cost declinedRs. 8% 1,065/t tofrom

Rs. 985/t, mainly due to a drop in fuel prices. Imported pet coke prices declined 18% from US$ 102/t to US$ 84/t. Similarly, indigenous pet coke prices were also down 17%. Furthermore, your Company continuously strives towards efficiency improvement. The key initiatives in this regard are:

- During the year, your Company commissioned 33MW of Waste Heat Recovery System ("WHRS") capacity, which is under stabilisation and its full benefit will be realised from FY21. Your Company will commission another 27MW of WHRS capacity during this year, taking the total WHRS capacity to 145 MW catering to ~13% of your Company's current total power requirement;

- Your Company plans to increase its solar and wind power capacity from 99 MW to > 350 MW by the end of FY22 and cater to ~7% of the total power requirement;

- Use of low-cost fuel viz. industrial waste;

- Impr oved thermal power plant efficiency by reducing auxiliary consumption power.

(ii) Input material cost:

Raw materials cost rose marginally from Rs. 491/t to Rs. 493/t due to an increase in additive prices and impacTof additional royalty on the transfer of limestone mines to your Company's name, subsequent to the acquisition of the Century Cement Business.Your Company is working on improving share of the blended and premium products, which will improve the overall profitability.

(iii) Freight and Forwarding expenses:

Logis tics cost reduced Rs. 1,187/t tofrom Rs. 1,144/t due to a reduction in lead distance and exemption from busy season surcharge on railway freight for an extended period. Diesel prices were also lower by 4% over the previous year. Moreover, the integration of acquired assets supported in realising synergies, thereby lowering logistics costs.

(iv) Employee costs:

Employee costRs. stands 2,336 crores as compared toat Rs. 2,158 crores in the previous year. This was on accounTof normal annual increments and increase in the number of employees from the acquisition of the Century Cement Business.

Depreciation:

Depreciation for the year at Rs. 2,455 crores is higher by

Rs. 134 crores over the previous year, mainly on accounTof the impacTof implementation of new Indian Accounting Standard (IndAS) 116 Leases and full year depreciation relating to the acquired Century Cement Business.

Finance Cost:

Increase in finance cost from Rs. 1,648 crores to Rs. 1,704 crores relate to the full year impacTof debt taken for acquiring UNCL, full year impacTon borrowings transferred alongwith the Century Cement Business, and the impacTof IndAS 116 Leases.

Your Company does not accept any fixed deposits from the publicfalling under Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

Credit rating:

Your Company has adequate liquidity and a strong Balance Sheet. CRISIL and India Ratings and Research have reaffirmed their credit rating as CRISIL AAA and IND AAA for Long Term and CRISIL A1+ and IND A1+ for Short Term, respectively.

Income Tax:

Normalised income tax expenses increased in line with an increase in taxable income. During the year, your Company reversed its opening deferred tax liability amounting to Rs. 1,805 crores due to a reduction in the income tax rate.

Net Profit:

Normalised Profit after Tax increased by 51% from Rs. 2,412 crores to Rs. 3,650 crores. The Profit after Tax, taking into account the reversal of deferred tax liability, stands at

Rs. 5,456 crores.

Significant changes in key financial ratios, along with detailed explanations:

Particulars FY20 FY19 % Change
Debtors Turnover (Days) 17 22 (23)
Inventory Turnover (Days) 44 42 4
Interest Coverage Ratio 4.31 3.19 35
Current Ratio 1.01 1.04 (3)
Debt Equity Ratio (Gross) 0.48 0.62 (23)
Debt Equity Ratio (Net) 0.32 0.52 (38)
Operating Profit Margin (%) 22 18 4
Net Profit Margin (%) – 9 6 3
Normalised
Return on Net Worth (%) 10 8 2

Cash Flow Statement:

(Rs. in crores)

Particulars FY20 FY19
Sources of Cash:
Cash from operations 7,843 6,325
Non-operating cash flow 345 309
Proceeds from issue of share capital 3 5
Increase in borrowings (net) - 228
Decrease in working capital 433 -
Total 8,624 6,867
Uses of Cash:
Net capital expenditure 1,595 1,632
Increase in investments 2,719 2,677
RepaymenTof borrowings (net) 2,468 -
RepaymenTof lease liability including interest thereof 112 -
Purchase of Treasury Shares (net) 3 81
Interest 1,631 1,575
Dividend 380 346
Increase in working capital - 209
Total 8,907 6,520
Increase / (Decrease) in cash & cash equivalents (283) 347

Sources of Cash

Cash from operations:

Cash from operations was higher compared to the previous year on accounTof higher sales realisation and lower operating costs.

Non-Operating Cash Flow:

Cash from other activities was higher due to higher income on liquid investment due to an increase in average treasury size.

Decrease in Working Capital:

Working capital decreased on accounTof reduction in receivables.

Uses of Cash

Net Capital Expenditure:

Your Company spent Rs. 1,595 crores on various capex during the year, primarily towards:

- WHRS at various locations;

- Bar a Grinding Unit;

- Bicharpur Coal Block;

- Other normal return-based schemes, regulatory capex, as well as plant modernisation and maintenance.

Increase in Investments:

Investment increased on accounTof higher operating cash flows, which resulted in an increase in liquid investment during the year.

RepaymenTof Borrowing:

During the year, your Company has repaid the high-cost, long-term debt amounting to Rs. 1,982 crores transferred from Century as parTof the acquisition of its cement business and also repaid the short-term loans as per due dates. Furthermore, your Company has repaid the long-term rupee loan of Rs. 927 crores linked to overall cash flow generated during the year. This has resulted in improved Net Debt: Equity ratio and Net Debt / EBITDA ratio.

Purchase of Treasury Shares:

The UltraTech Employee Welfare Trust ("the Trust") constituted in terms of your Company's Employee Stock Option Scheme, 2018 ("ESOS - 2018") acquired equity shares of your Company to be allotted to eligible employees under ESOS - 2018. As per IndAS, the purchase of own equity shares is treated as treasury shares during the year in which the Trust has purchased additional shares for new grants allotted to eligible employees.

Transfer to General Reserve:

Your Company proposes to transfer an amounTof Rs. 5,000 crores to the General Reserves.

DIVIDEND

Your Directors have recommended a dividend of Rs. 13/- per equity share (as compared to Rs. 11.50/- per equity share in the previous year) of Rs. 10/- each for the year ended 31st March, 2020. In terms of the provisions of the Finance Act 2020, dividend shall be taxed in the hands of shareholders at applicable rates of tax and your Company shall withhold tax at source appropriately.

In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), your Company has formulated a dividend distribution policy. The policy is given in Annexure I to this Report. It is also accessible from your Company's website viz. www.ultratechcement.com.

Unclaimed dividend for the year ended 31st March, 2012 aggregating to Rs. 1.12 crores has been transferred to the Investor Education and Protection Fund ("IEPF") in accordance with the statutory requirements. In line with the statutory requirements, your Company has transferred to the crediTof the IEPF set up by the GovernmenTof India, equity shares in respecTof which dividend had remained unpaid / unclaimed for a period of seven consecutive years within the timelines laid down by the Ministry of Corporate Affairs, GovernmenTof India. Unpaid / unclaimed dividend for seven years or more has also been transferred to the IEPF, pursuant to the requirements under the Act.

CAPITAL EXPENDITURE PLAN

The Board of Directors of your Company had approved capex of Rs. 940 crores during the year for making premium products, with an increase in its grinding capacities in Bihar and West Bengal by 0.6 MTPA each and a new grinding uniTof 2.2 MTPA in Odisha. While work on the projects in Bihar and West Bengal is in progress, work relating to setting up of the new grinding unit in Odisha has been puTon hold in the wake of the coronavirus outbreak. With a view to conserve cash, your Company has reduced the overall capex cash flow plan to Rs. 1,000 crores for FY21, largely related to grinding units in eastern India, the 2nd phase of Bara Grinding Unit, Bicharpur Coal Block, ongoing WHRS, as well as other return-based capex schemes and plant maintenance and modernisation capex.

CORPORATE DEVELOPMENT

Acquisition of the Century Cement Business

The Scheme of Demerger for acquisition of the Century Cement Business was made effective from 1sToctober, 2019. Your Company's financials were restated from 20th May, 2018, to include the financials of the acquired Century Cement Business in terms of the NCLTorder sanctioning the Scheme of Demerger. In terms of the Scheme of Demerger, your Company has allotted 13,961,960 equity shares of Rs. 10/- each to the shareholders of Century as on 14th October, 2019, being the Record Date fixed by Century in terms of the Scheme of Demerger.

With this acquisition, your Company's cement manufacturing capacity stands augmented to 114.8 MTPA, including its overseas capacity. This makes your Company the 3rd largest cement Company in the world, outside of China, and also the largest cement Company in the 2nd largest market, globally. It is also the only Company in the world to have a capacity of over 100 MTPA in a single country, outside of China. This acquisition has further strengthened your Company's leadership position in the Central, Eastern and Southern Indian markets.

The acquired plants are being rapidly integrated with the systems and processes of your Company and have achieved capacity utilisation of over 80% during the quarter ended March, 20. Further, a cost reduction plan has been implemented to streamline the operations and bring them in line with the existing standards. During Q4FY20, 65% of sales from the acquired Century Cement Business plants was made under the UltraTech brand. Brand integration is underway and is expected to reach over 80% by Q3FY21. Q4FY20 also witnessed a remarkable improvement in the operating margin. The overall integration is likely to be completed by the end of Q3FY21. Given your Company's vast experience in integrating acquired units and bringing them to its operating standards, your Company is confidenTof replicating the same at the acquired Century Cement Business plants.

Bangladesh Operations

During the year, your Company's wholly owned subsidiary, UltraTech Cement Middle East Investments Limited, divested its entire shareholding in Emirates Cement Bangladesh Limited and Emirates Power Company Limited to HeidelbergCement Bangladesh Limited at a final Enterprise Value of BDT equivalenTof US$ 30.2 million.

UltraTech Nathdwara Cement Limited ("UNCL")

UNCL is fully integrated with your Company's systems and processes. The plants have achieved optimal efficiencies and are PBT accretive.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report is provided in the Corporate Governance section of the Annual Report and the auditor's certificate on compliance with the conditions of corporate governance of the Listing Regulations is provided in Annexure II to this Report.

EMPLOYEE STOCK OPTION SCHEMES

ESOS - 2006

The Nomination Remuneration and Compensation Committee ("the NRCCommittee") allotted 1,632 equity shares of Rs. 10/- each of your Company to option grantees upon exercise of options.

ESOS – 2013

14,890 Stock Options and 14,948 Restricted Stock Units ("RSUs") vested in eligible employees. The NRCCommittee allotted 18,793 equity shares of Rs. 10/- each of your Company upon exercise of stock options and RSUs by the option grantees.

ESOS – 2018

During the year, the NRCCommittee:

- granted 3,320 stock options at an exercise price Rs. 4,120.45 per stock option, exercisable into the same number of equity shares of Rs. 10/- each, and 917 RSUs at an exercise price of Rs. 10/- each on 23rd December, 2019; - gr anted 12,620 stock options at an exercise price Rs. 4,299.90 per stock option, exercisable into the same number of equity shares of Rs. 10/- each, and 3,482 RSUs at an exercise price of Rs. 10/- each on 4th March, 2020 and, - v ested 37,519 stock options to eligible employees, subject to the provisions of the ESOS – 2018, statutory provisions as may be applicable from time to time and the rules and procedures seTout by your Company in this regard.

Applications were received during the year from some option grantees for transfer of 1,286 equity shares of your Company in their account, from the Trust account, of which 1,163 equity shares have been transferred.

In terms of the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the details of the stock options and RSUs granted under the aforementioned Schemes are available on your Company's website viz. www.ultratechcement.com.

A certificate from the Statutory Auditor on implementation of your Company's Employee Stock Option Schemes will be available at the ensuing Annual General Meeting ("AGM") for inspection by the Members.

SHARE CAPITAL

During the year, your Company allotted 20,425 equity shares of Rs. 10/- each to option grantees upon exercise of stock options and RSUs in terms of ESOS-2006 and ESOS-2013. It also allotted 13,961,960 equity shares of Rs. 10/- each to shareholders of Century in terms of the provisions of the Scheme of Demerger. As a result, the paid-up equity share capital of your Company stood at Rs. 2,886,251,050 comprising of 288,625,105 equity shares of Rs. 10/- each.

AWARDS

Your Company's constant endeavour to optimise operational procedures and build greater efficiencies continue to win recognition and prestigious awards, some of which conferred during the year are:

- A wards of Mines Safety Week 2019-20 - Awarpur Works;

- National Safety Awards 2019 (MSME) by National Safety Council – Ready Mix Concrete;

- Gr een Pro Certification from the Confederation of Industry's (CII) - Ready Mix Concrete;

- 1st Kaizen Award under Environment category_—"Lignite based TPP Fly Ash utilisation" – Sewagram Cement Works ("SCW");

- 2nd Kaizen Award under 5S & Safety - Installation of Anti-collision Radar System for stacker and reclaimer in raw material handling area – SCW;

- 3rd Championship Award under Digitisation / New Technology - "Installation of ExperToptimiser system to improve cement uniToperations stability" – SCW;

- Met alliferous Mines Safety Week – 2019 – Cement Works.

RESEARCH AND DEVELOPMENT

In its endeavour to meet the current and futuristicrequirements of customers and provide unmatched scientificand technical support to the Manufacturing Units, Key Account Customers, and Marketing, Ready Mix Concrete and Corporate Cells, heightened focus was placed by your Company's Research and Development ("R&D") on the developmenTof new products, processes and technologies.

With a view to remain competitive and make desirable scientificand technical progress, all global developments in the field of cement, concrete and construction materials were actively tracked.

Your Company considers Customers, Sustainability, Innovation, Quality and Profitability as the five pillars of all R&D projects, which have constantly contributed to the optimisation of processes and helped your Company surpass challenging bottlenecks.

The five pillars have also been instrumental in the preservation of natural raw materials and the promotion of alternative fuels and raw materials, while complying with the quality and environmental norms.

Using these pillars as the cornerstone to its R&D's success, your Company has developed premium products that extend the life of limestone deposits, reduce limestone consumption, save fossil energy, while ensuring top-notch functionality.

New products like masonry cement, a series of ultra-lightweight concrete as per ISO standards, high-impact resistance concrete for special applications and concrete admixtures have also been developed by your Company's Indian R&D.

While the pillars have helped your Company explore new products and ways of preserving the environment and non-renewable resources, they have also encouraged all stakeholders to utilise the resources more responsibly, pushing everyone towards improved environmental sustainability.

Your Company's R&D is accredited by National Accreditation Board for Testing and Calibration Laboratories ("NABL"), making it future-ready, and enhancing its capabilities in Pollution Abatement and Carbon Capture, Nanotechnology of Cement and Concrete, Concrete Durability, Concrete Rheology, 3D Printable Concrete, Geopolymer Concrete, Modelling Cement and Concrete Hydration and Chemical Admixtures for Cement and Concrete. Your Company's

R&D has also collaborated with Aditya Birla Science and Technology Company Private Limited ("ABSTCPL") and Academia and is represented by it in the national and international scientificand technical forums.

SUSTAINABILITY

It has always been your Company's endeavour to ensure environmental conservation, remain sensitive towards societal wellbeing and deliver sustained profits. Given its quest to become better stewards of natural resources, your Company consistently adopts new cleaner and greener technology, and constantly drives its plants and processes towards enhanced energy efficiency.

With its thrusTon use of alternative fuels, your Company relentlessly strives to reduce consumption of fossil fuels by substituting it with wastes from other industries. These efforts have resulted in your Company's fuel requirements being met through an increased use of alternative fuels. Your Company also continues to increase the use of renewable energy as a parTof its energy mix, increasing its consumption by more than 50% as compared to the previous year. It is currently exploring further opportunities for enhancing the use of green energy in the form of solar and wind power. During the year, your Company reduced its intensity by 19.14% compared to FY06 and has overachieved the energy efficiency target set by the GovernmenTof India for the first Perform, Achieve and Trade ("PAT") cycle.

Your Company is a founding member of Global Cement and Concrete Association ("GCCA") and has been playing a key role in driving sustainability and innovation agenda at the global and national level. It also featured amongst the top 10 companies on Dow Jones Sustainability Index ("DJSI") in the construction material category. This disclosure has helped your Company to benchmark itself against world best companies in sustainability performance, an accomplishment that will be used to identify further opportunities to excel in the area.

As parTof its continuing initiatives for sustainable growth, your Company has completed Life Cycle Assessment ("LCA") studies for four products. It is amongst a few companies to conduct the LCA study, and has used this to identify hotspots over the value chain and reduce environmental impact. This year, your Company has considered carbon price at US$ 10 per ton of CO2, which has enabled it to evaluate the impact

of any project / capex on the environment and support eco-friendly decisions. In addition, your Company launched

Project Jagruti, its Sustainability Culture Building Program, under which sustainability awareness sessions were held across the manufacturing locations, covering more than 650 employees.

HUMAN RESOURCES

The employees of your Company are the pillars of its success and growth. Your Company's human capital has been at the helm of its success through all its endeavours be it expansion through greenfield and acquisitions, building newer markets and entry into new products. Innovation is encouraged as a way of life thus creating many small improvements and breakthroughs alike. Your Company continued to invest in building talent from within, through a structured process of talent identification and development, in preparation for roles required by your Company, as it grows. During the current global pandemic, employees have been working on various social-help initiatives in supporting the community through the crisis.

Your Company's employee strength stood at 21,592 as on 31st March, 2020. (2019: 19,557)

SAFETY

For your Company, safety is non-negotiable and an integral componenTof its operations. It has been relentlessly striving to take it to the next level of maturity and realise the organisational goal of "zero harm."

Your Company has adopted the proven Plan-Do-Check-Act ("PDCA") cycle to drive safety initiatives. As far as safety governance is concerned, the Occupational Health and Safety Board, chaired by your Company's Managing Director, reviews the overall effectiveness of safety management systems once every two months to ensure its functional efficiency. Additionally, eight sub-committees headed by Cluster Heads and Corporate Function Heads and six sub-committees headed by Unit Heads, periodically review area-specificinitiatives and progress of the safety protocols set by your Company.

Despite attaining maturity in the area of behaveioural safety, employees are still encouraged to report unsafe behaveiours of fellow employees and workmen across all Units which help in continual rectification of the "at-risk" behaveiour of people as well as reinforcemenTof positive safety behaveiour at the workplace. Around 300 employees across all Units, including the Century Cement Business plants and UNCL, have championed 15 safety standards through the "Train the

Trainer" programme. These employees, in turn, can serve as excellent in-house resources to impart further training to a larger number of employees.

Your Company initiated the Second Party Safety Audit ("SPSA") Programme, wherein, cross-functional teams of line managers from other Units critically audit safety practices at the host Unit. SPSA aims at evaluating the effectiveness of safety initiatives being taken by the Unit as well as facilitates the sharing of safety best practices amongst Units. This has helped your Company to reduce safety incidents significantly. Additionally, your Company also commenced the practice of Surprise Safety Audit to get a real insight into the safety culture of the Unit being audited.

In order to mitigate risk of process-related, high-impact incidents, your Company conducted Hazard & Operability ("HAZOP") studies for its various Alternative Fuel and Raw Materials ("AFR") handling facilities by an expert third-party agency and is taking utmost care in implementing the HAZOP study recommendations.

Through all the above initiatives and a proper safety governance structure, your Company ensures the safety of its assets, employees, and stakeholders.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mrs. Rajashree Birla. Other Members of the Committee are Mrs. Sukanya Kripalu, Independent Director; Mr. K. K. Maheshwari, Vice Chairman and Non-Executive Director and Dr. Pragnya Ram, Group Executive President-CSR, who is a permanent invitee to the Committee. Your Company also has in place a CSR Policy which is available on your Company's website viz. www.ultratechcement.com.

Your Company's CSR activities are focused on Social Empowerment and Welfare, Infrastructure Development, Sustainable Livelihood, Health Care and Education. Various activities across these segments have been initiated during the year around its plant locations and the neighbouring villages. During the year, Rs. 124.51 crores was spent for the purpose of CSR, which constituted over 3.50% of the average net profits of the last three years.

A reporTon CSR activities is attached as Annexure III forming parTof this Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The audited financial statements of your Company's subsidiaries and joint ventures viz. Dakshin Cements Limited, Harish Cement Limited, Gotan Lime Stone Khanij Udyog Private Limited, Bhagwati Lime Stone Company Private Limited, UNCL, UltraTech Cement Middle East Investments Limited, UltraTech Cement Lanka (Pvt.) Limited, PT UltraTech Mining Indonesia and PT UltraTech Investments Indonesia and their related information are available on your Company's website viz. www.ultratechcement.com and also available for inspection. Any Member who is interested in obtaining a copy of the audited financial statements of your Company's subsidiaries may write to the Company Secretary.

An application has been made with the Registrar of Companies, Hyderabad ("RoC") in terms of the provisions of the Act and Rules made thereunder for striking off / removal of the name of Dakshin Cements Limited, one of your Company's subsidiary, from the register of companies maintained by the RoC.

In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a reporTon the performance and financial position of each of the subsidiaries, joint venture or associate companies is attached as Annexure IV to this Report.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT

Details of Loan, Guarantee and Investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in Notes to the standalone financial statements.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be disclosed pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is given in Annexure V to this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure VI. In accordance with the provisions of the aforementioned Section, the names and other particulars of employees drawing remuneration in excess of the limits seTout in the aforesaid Rules forms parTof this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as seTout therein, are being sent to all Members of your Company, excluding the aforesaid information. Any Member, who is interested in obtaining these particulars, may write to the Company Secretary.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of the Listing Regulations, a Business Responsibility Report forms parTof the Annual Report.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

During the financial year, your Company entered into related party transactions completely on an arm's length basis and in the ordinary course of business. There are no material transactions with any related party, as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. All related party transactions have been approved by the Audit Committee of your Company and are reviewed by iTon a periodicbasis. The policy on Related Party Transactions, as approved by the Audit Committee and the Board, is available on your Company's website viz. www.ultratechcement.com.

The details of contracts and arrangements with related parties of your Company for the financial year ended 31st March, 2020 is given in Note No. 40 to the standalone financial statements of your Company.

RISK MANAGEMENT

Risk is an integral and unavoidable componenTof business, and given the challenging and dynamicenvironmenTof your Company's operations, it is committed to proactively managing risk and accomplishing its ambitious goals. Though risks cannot be completely eliminated, an effective risk management plan ensures that risks are reduced, avoided, retained or shared. To maintain oversighTof your Company's risks, the Risk Management and Sustainability Committee of your Company is mandated to review its Enterprise Risk Management Framework (including plan/process), analyse the risks more deeply and define risk mitigation actions, where necessary.

Through the Annual Risk Report processes, which are based upon Business Environment, Operational Controls and Compliance Procedures, your Company aims to assess and prioritise risks, according to their significance and likelihood. The key business risks identified by your Company include economicenvironment and market leadership; inflation and cosTof production; legal and compliance with local laws; financial and accounting; environment and sustainability; information technology and talent management. Needless to mention that with the challenges presented by the COVID-19 outbreak, pandemicand epidemic-related business risks have also been identified by your Company.

The risk horizon considered includes long-term strategicrisks, short to medium-term risks as well as single events. The risks are analysed considering likelihood and impact as a basis to determine their management.

Key Business Risks identified by your Company

EconomicEnvironment and Market Demand

The demand for construction material is fundamentally driven by the economicgrowth in the country. Economicslowdown and subdued infrastructural development might lead to a slowdown in construction projects, thus leading to a reduction in cement consumption in the country. The growth in construction activity in the country has been slow over the last few years, impacting the cement demand. In a scenario where incremental cement demand exceeds incremental capacity addition, the Government's push on infrastructure and housing will aid the growth in cement consumption and reduce the overcapacity gap.

The cement industry in India is an aggregation of small and large companies. In such an environment, the risk of protecting market share is optimal. With the expanding capacities of existing players and the emergence of new entrants, competition is a sustained risk. To mitigate this, continuous endeavours to enhance brand equity through innovative marketing activities, enhancement in the product portfolio and value-add services have been the thrust areas for your Company. The engineering expertise of your Company and its emphasis on quality also minimise its risk against market fluctuations considerably.

 

Inflation and CosTof Production

Your Company faces the risk of inflation and fluctuations in the market-driven cosTof coal, pet coke, power, and other fuels. Since the cement industry is extremely energy-intensive, changes in fuel prices can significantly impact its production cost. To de-risk, your Company has established specificpolicies of long deliveries and continuously optimises its fuel mix and energy efficiency, while exploring the use of alternative fuels.

The procuremenTof raw materials at an economical cosTor of suitable quality faces a high degree of inflationary certainty. Your Company mitigates this through the establishmenTof exhaustive policies for procuremenTof specificraw materials and stores and those amenable to just in time inventories.

Limestone, being the primary raw material required for the production of cement, its continuous and long-term availability is critical, particularly under the dynamicregulatory environment. Your Company currently possesses sufficient limestone reserves. Securing additional reserves is critical to address your Company's expansion plans. Apart from the preservation and elongation of existing reserves, a range of measures including strategicsourcing and changing input mix are adopted by your Company to mitigate the risk of unavailability of limestone.

 

Legal and Compliance

This comprises of the risk if your Company is found to have inadvertently violated laws covering business conduct.

The country's regulatory framework is ever-evolving and the risk of non-compliance and penalties may increase for your Company, leading to reputational risks. A comprehensive risk-based compliance program involving inclusive training and adherence to the Code of Conduct is thus institutionalised by your Company.

As a step to mitigate the legal and compliance risk, your Company's management encourages its employees to place their reliance on professional guidance and opinion to discuss the impacTof any changes in laws and regulations to ensure total compliance. Periodicand ad-hocreporting to various internal committees for oversight ensures the effectiveness of such a programme.

 

Financial and Accounting Risks

This comprises of the risk of exposure to interest rates, foreign exchange rates and commodity price fluctuations. The risk management strategy is to identify the risks exposure, measure and evaluate the financial impact, decide on steps to mitigate the risks and regular monitoring and reporting.

With the objective of minimising risks arising from uncertainty and volatility of foreign exchange fluctuations, an elaborate financial risk management policy is followed for every transaction undertaken in foreign currency. Your Company's policies to counter such risks are reviewed periodically and constantly aligned with the financial market practices and regulations.

Changing laws, rules, regulations and standards relating to accounting, corporate governance, publicdisclosure and listing regulations are generating newer and unforeseen risks for companies. The new or changed laws, regulations and standards may lack precedence and are subject to varying interpretations. Their application in practice may evolve as new guidance is provided by regulatory and governing bodies. Thus, your Company maintains a high standard of corporate governance and publicdisclosure to de-risk itself from such dynamicregulatory changes.

 

Environment and Sustainability

This comprises of risks associated with environmental pollution through the discharge of waste, which may cause damage to the fragile surrounding environment, and is a legal offence.

Various initiatives such as sewage treatment plants, recycling of industrial wastewater, bag filters, WHRS and extensive plantation and creation of green belts have been undertaken by your Company to de-risk and protect the environment.

Apart from the risk arising from waste disposal, other long-term climate-related risks that may lead to higher GHG emissions and water scarcity also exist. Your Company's risk mitigation strategy from higher GHG emissions includes a change in product mix, creating higher energy efficiency, use of alternative fuels and raw materials, WHRS and the use of renewable energy. Your Company has also adopted measures such as rainwater harvesting that has prepared it to overcome the water availability-related challenges.

 

Information Technology Risks

This comprises of risks related to Information Technology systems; data integrity and physical assets. Your Company deploys Information Technology systems, including ERP, SCM, Data Historian, and Mobile Solutions to support its business processes, communications, sales, logistics, and production. Risks could primarily arise from the unavailability of systems and/or loss or manipulation of information. To mitigate these risks, your Company uses backup procedures and stores information at two different locations. Systems are upgraded regularly with the latest security standards. For critical applications, security policies and procedures are updated periodically and users are educated on adherence to the policies to eliminate data leakages.

 

Talent Management

Your Company's growth has been driven by its ability to attract and retain top-quality talent and effectively engage them in the right jobs. The risks in talent management are mitigated by following a policy of being an employer of choice and inculcating a sense of belonging. Specialised training courses are adopted to enhance and reskill the employees to prepare them for future roles and create a talent pipeline.

 

Pandemic-linked disruptions in global markets

The COVID-19 outbreak has been declared a pandemicby the World Health Organization, causing huge impacTon people's lives, families and communities. The pandemicpresents a potentially different threat, impacting organisations in numerous concurrent ways, and potentially limiting their options around recovery if other companies are also affected or challenged by logistical constraints.

There are several associated risks viz. cyber and fraud risks, operations risks, supply chain risks, health and safety, among others. Your Company has captured these risks as parTof the risk identification and mitigation process and is considering the impact thereof while making business decisions. In the midsTof the COVID-19 crisis, your Company is updating and expanding its crisis management and business continuity plans with an emphasis on employees, customers, supply chain, contacts, other stakeholders and business assets.

Your Company currently operates in 54 locations in India and 5 overseas locations. Managing the risk of a multicultural and diverse workforce is extremely critical to the sustained growth of your Company. Continuous dissemination of the Group Values and strict adherence to the adopted Code of Conduct for the employees are reiterated through various forums to contain this risk.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has put in place adequate internal control systems that are commensurate with the size of its operations. Internal control systems comprising policies and procedures are designed to ensure sound managemenTof your Company's operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information, and compliance. Clearly defined roles and responsibilities have been institutionalised, and systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company's operations.

DIRECTOR'S RESPONSIBILITY STATEMENT

The audited accounts for the year under review are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Company's financial condition and results of operations.

Your Directors confirm that

i. In the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. The accounting policies selected have been applied consistently, and judgments and estimates are made that are reasonable and prudent to give a true and fair view of the state of affairs of your Company as on 31st March, 2020 and of the profiTof your Company for the year ended on that date;

iii. Pr oper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities;

iv. The Annual Accounts of your Company have been prepared on a going concern basis;

v. Your Company had laid down internal financial controls and that such internal financial controls are adequate and were operating effectively;

vi. Your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Cessation of Directors

Mr. O. P. Puranmalka, (DIN: 00062212) who was to retire by rotation at the previous AGM had conveyed to your Company his decision of not seeking re-appointment due to personal commitments. Consequently, he ceased to be a Director with effect from 18th July, 2019.

Mr. G.M. Dave, (DIN:00036455) ceased to be a Director of your Company with effect from 5th August, 2019 upon completion of his term of appointment.

Mrs. Renuka Ramnath, (DIN: 00147182) ceased to be a Director of your Company with effect from 21sToctober, 2019 due to commitments to her business venture, viz. Multiples Equity, which was at an important juncture and did not allow her to spare adequate time to be involved as a committed Board Member outside of her investments, and therefore the decision to step down.

Mrs. Usha Sangwan, (DIN:02609263) who was appointed Additional Director (Independent) of your Company for a period of five years from 10th January, 2020, stepped down from your Company's Board with effect from 16th May, 2020 on accounTof health and personal reasons.

Your Board places on record their appreciation for the services rendered by the Directors during their tenure with your Company.

Retiring by rotation and continuing as Director

In accordance with the provisions of the Act and Articles of Association of your Company, Mrs. Rajashree Birla (DIN: 00022995) retires by rotation, and being eligible, offers herself for re-appointment. In terms of the provisions of the Listing Regulations, with effect from 1st April, 2019, no listed company shall appoinTor continue the appointmenTof a Non-Executive Director who has attained the age of 75 years, unless a special resolution is passed to that effect. Mrs. Birla will be attaining the age of 75 years in September, 2020.

Resolutions seeking her re-appointment and continuation as Director, along with a brief resume forms parTof the Notice convening the AGM.

AppointmenTof Director

The Board at its meeting held on 4th September, 2019, based on the recommendation of the NRCCommittee, appointed Mr. K. C. Jhanwar (DIN:01743559) as the Managing Director of your Company with effect from 1st January, 2020 and appointed Mr. K. K. Maheshwari (DIN: 00017572) as Vice Chairman and Non-Executive Director of your Company with effect from that date.

Resolution seeking appointmenTof Mr. Jhanwar along with his brief profile forms parTof the Notice convening the AGM.

Meetings of the Board

The Board of Directors of your Company met seven times during the year to deliberate on various matters. The meetings were held on 8th April, 2019; 24th April, 2019; 8th August, 2019; 4th September, 2019; 30th September, 2019; 21sToctober, 2019 and 24th January, 2020. Additional details relating to the meetings of the Board of Directors are provided in the ReporTon Corporate Governance forming parTof the Annual Report.

Your Company has the following six Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit Committee

2. Nomination, Remuneration and Compensation Committee

3. St akeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management and Sustainability Committee

6. Finance Committee

The details with respect to the composition, terms of reference, number of meetings held, etc. of the above Committees are included in the ReporTon Corporate Governance, which forms parTof the Annual Report.

Independent Directors

Your Company's Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct. Your Company's Board is of the opinion that the Independent Directors possess requisite qualifications, experience, and expertise in industry knowledge; innovation; financial expertise; corporate governance; strategicexpertise; marketing; legal and compliance; sustainability; risk management; human resource development and general management, and they hold highest standards of integrity. Regarding proficiency, your Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar ("IICA"). All Independent Directors of your Company have registered themselves with the IICA. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake an online proficiency self-assessment test conducted by the IICA within a period of one year from the date of inclusion of their names in the data bank. The said online proficiency self-assessment test will be undertaken by the Independent Directors within the scheduled timeline.

Formal Annual Evaluation

The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings and strategicperspective or inputs regarding the growth and performance of your Company, among others.

The NRCCommittee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairman of your Company. The process of the annual performance evaluation broadly comprises:

 

Board and Committee Evaluation

Evaluation of the Board as a whole and the Committees is done by individual Directors, which is collated for submission to the NRCCommittee and feedback to the Board.

 

Independent / Non-Executive Directors Evaluation

Evaluation done by Board members, excluding the Director being evaluated, is submitted to the Chairman of your Company and individual feedback is provided to each Director.

 

Chairman / Executive Director Evaluation

Evaluation as done by the individual Directors is submitted to the Chairman of the NRCCommittee and subsequently to the Board.

The evaluation framework focused on various aspects of Board and Committees such as review, timely information from management etc. Also, performance of individual Directors was divided into Executive, Non-Executive and Independent Director and based on the parameters such as contribution, attendance, decision making, action oriented, external knowledge etc.

 

Outcome of the evaluation exercise:

i. The Board as a whole perform satisfactorily.

ii. Independent Directors are rated high in understanding your Company's business and expressing their views during the Board meeting.

iii. Non-Executive Director scored well in all aspects.

iv. Dir ectors rated Executive Director as action and good in implementing Board decisions.

v. Boar d members rated high to the Chairman Board effectively.

vi. Boar d members has shown satisfaction in of the Committees.

The details of the program for familiarisation of Independent Directors of your Company are available on your Company's website viz. www.ultratechcement.com.

Policy on Appointment and Remuneration of Directors and Key Managerial Personnel, and Remuneration Policy

The NRCCommittee has formulated the remuneration policy of your Company, which is attached as Annexure VII to this Report.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 203 of the Act, Mr. K. C. Jhanwar, Managing Director; Mr. Atul Daga, Whole-time Director and Chief Financial Officer, and Mr. Sanjeeb Kumar Chatterjee, Company Secretary are the Key Managerial Personnel of your Company.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. S. B. Mathur, Mr. Arun Adhikari, Mrs. Alka Bharucha and Mr. K. K. Maheshwari. The

Committee comprises of a majority of Independent Directors with Mr. Mathur being the Chairman. Mr. Atul Daga, Whole-time Director and CFO, is the permanent invitee. Further details relating to the Audit Committee are provided in the ReporTon Corporate Governance, forming parTof the Annual Report. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report instances and concerns about unethical behaveiour, actual or suspected fraud, or violation of your Company's Code of Conduct. Adequate safeguards are provided against victimisation of those who avail of the mechanism and direct access to the Chairman of the Audit Committee, in exceptional cases, is provided to them.

The vigil mechanism / whistle blower policy is available on your Company's website viz. www.ultratechcement.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

Your Company had filed appeals against the orders of the Competition Commission of India ("CCI") dated 31st August, oriented2016 and 19th January, 2017. Upon the National Company Law Appellate Tribunal ("NCLAT") disallowing its appeal against the CCI order dated 31st August, 2016, the Hon'ble Supreme leading the Court has, by its order dated 5th October, 2018, granted a stay against the NCLATorder. Consequently, your Company has functioningdeposited an amount equivalent to 10% of the penalty amount.

Your Company, backed by legal opinion, believes that it has a good case in both the matters and accordingly, no provision has been made in the accounts.

AUDITORS

Statutory Auditors

In terms of the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. BSR & Co. LLP, Chartered Accountants, Mumbai (Registration No: 101248W/W-100022) ("BSR") and M/s. Khimji Kunverji & Co. LLP, Chartered Accountants, Mumbai (Registration No: 105146W/W-100621) ("KKC"), had been appointed as Joint Statutory Auditors of your Company for a term of five years until the conclusion of the 20th and 21st AGM, respectively.

The present term of BSR is up to the conclusion of the ensuing AGM. They are eligible for re-appointment for a second term of five years as provided under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014. BSR has confirmed that they are eligible to be re-appointed in accordance with the provisions of the Act and Rules made thereunder. BSR was constituted on 27th March, 1990 as a partnership firm and converted into a limited liability partnership on 14th October, 2013. BSR is a member entity of B S R & Affiliates, a network registered with the Institute of Chartered Accountants of India ("ICAI"), and has a pan-India presence with over 2,900 staff and 100 partners. BSR audits various private entities and companies listed on stock exchanges in India across industrial, consumer, financial, technology and infrastructure sectors. The audit engagement partner has over twenty-eight years of experience and has been associated with your Company's audit for four years. Your Company's Board of Directors, upon the recommendation of the Audit Committee, propose their re-appointment for a second term, subject to the approval of your Company's shareholders. Resolution seeking your approval forms parTof the Notice convening the AGM.

Further, in terms of the amendment to Section 139 of the Act, the requiremenTof seeking shareholders approval to ratify the appointmenTof the Statutory Auditors has been withdrawn. Thus, a resolution seeking ratification of the appointmenTof KKCis not being obtained at the ensuing AGM. However, they have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as such, of your Company. KKC, registered with the ICAI was established in 1936 and is led by ten partners. The firm provides a range of services, including audit and assurance, taxation, advisory and accounting. The firm has significant experience in providing auditing, taxation and advisory services to leading banks and corporates in the manufacturing, services and financial services sectors. The signing partner heads the Assurance vertical of the firm. He also holds a Diploma in Information System Audit and IFRS Certification of ICAI. In the past, he was a member of various committees of ICAI related to auditing and accounting.

The observations made in the Auditor's Report are self-explanatory and, therefore, do not call for any further comments under Section 134(3)(f) of the Act.

Cost Auditors

The Cost Accounts and records as required to be maintained under Section 148 (1) of the Act are duly made and maintained by your Company. In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai and M/s.N.D.Birla&Co.,CostAccountants,Ahmedabad,toconduct the Cost AudiTof your Company for the financial year ending

31st March, 2021, at a remuneration as mentioned in the Notice convening the AGM.

As required under the Act, the remuneration payable to Cost Auditors has to be placed before the Members at a general meeting for ratification. Hence, a resolution for the same forms parTof the Notice convening the AGM.

Secretarial Auditors

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. BNP & Associates, Company Secretaries, Mumbai were the Secretarial Auditors for conducting a secretarial audiTof your Company for the financial year ended 31st March, 2020. The reporTof the Secretarial Auditors is attached as Annexure VIII. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

M/s. BNP & Associates, Company Secretaries, Mumbai have been Secretarial Auditors of your Company since 2015-16. With a view to rotate the Secretarial Auditors, your Company's Board of Directors, at the meeting held on 20th May, 2020, have appointed Makarand M. Joshi & Company, Company Secretaries, Mumbai ("MMJC") as the Secretarial Auditors. MMJCis a leading firm of practicing Company Secretaries rendering comprehensive professional services which include statutory compliance services under the Act; Listing Regulations; Foreign Exchange Management Act, among others.

The Board of Directors wish to place on record their appreciation for the services provided by M/s. BNP & Associates as Secretarial Auditors.

Compliance with Secretarial Standards

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

EXTRACTOF ANNUAL RETURN

In terms of the provisions of Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extracTof the Annual Return of your Company for the financial year ended 31st March, 2020 is given in Annexure IX to this Report.

OTHER DISCLOSURES

– No material changes and commitments were affecting the financial position of your Company between the end of the financial year and the date of this Report;

– Your Company has not issued any shares with differential voting rights;

– There was no revision in the financial statements;

_ There has been no change in the nature of your Company;

– Your Company has not issued any sweat equity

Disclosures as per the Sexual HarassmenTof Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"):

Your Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on prevention, prohibition and redressal of sexual harassment at workplace, in line with the provisions of the POSH Act and the rules framed thereunder, for prevention and redressal of complaints of sexual harassment at workplace. Your Company has complied with provisions relating to the constitution of Internal Committee under the POSH Act. During the year under review, your Company received two complaints of sexual harassment, of which one complaint has been resolved. One complaint is pending as on 31st March, 2020 as the investigation could not be completed due to the lockdown imposed as a resulTof the outbreak of COVID-19.

CAUTIONARY STATEMENT

Statements in the Directors' Report and the Management Discussion and Analysis describing your Company's objectives, projections, estimates, expectations or predictions and plans for navigating the COVID-19 impacTon your Company's performance, its employees, customers and other stakeholders may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Company's operations include global and Indian demand-supply conditions, finished goods prices, feed of stock availability and prices, cyclical demand and pricing in your Company's principal markets, changes in Government regulations,. tax regimes, economicdevelopments within India and the countries within which your Company conducts business, risks related to an economicdownturn or recession in India, the efforts of government and other measures seeking to contain the spread of COVID-19 and other factors such as litigation and labour negotiations. Your Company is noTobliged to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent development, information or events, or otherwise.

ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their support, and look forward to their continued assistance in the future. We thank our employees for their contribution to your Company's performance. We applaud them for their superior levels of competence, dedication, and commitment to your Company.

For and on behalf of the Board
Kumar Mangalam Birla
Chairman
(DIN: 00012813)
Kolkata, 20th May, 2020

Annexure I

DIVIDEND DISTRIBUTION POLICY

1.0 Introduction

1.1 As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company is required to formulate and disclose its Dividend Distribution Policy. Accordingly, the Board of Directors of the Company (‘the Board') has approved this Dividend Distribution Policy.

1.2 The objective of this policy is to provide clarity to stakeholders on the dividend distribution framework to be adopted by the Company. The Board of Directors shall recommend dividend in compliance with this policy, the provisions of the Companies Act, 2013 and Rules made thereunder and other applicable legal provisions.

2.0 T arget Dividend Payout

2.1 Dividend will be declared ouTof the current year's Profit after Tax of the Company.

2.2 Onl y in exceptional circumstances including but not limited to loss after tax in any particular financial year, the may consider utilising retained earnings for declaration of dividends, subject to applicable legal provisions.

2.3 Other Comprehensive Income' (as per applicable Accounting Standards) which mainly comprises of unrealized gains / losses, will not be considered for the purpose of declaration of dividend.

2.4 The Board will endeavor to achieve a dividend payout ratio (gross of dividend distribution tax) in the range of 15% to 25% of the Standalone Profit after Tax, neTof dividend payout to preference shareholders, if any.

3.0 F actors to be considered for Dividend Payout

The Board will consider various internal and external factors, including but not limited to the following before making any recommendation for dividend:

- Stability of earnings

- Cash flow position from operations

- Future capital expenditure, inorganicgrowth plans and reinvestmenTopportunities

- Industry outlook and stage of business cycle for underlying businesses

- Leverage profile and capital adequacy metrics

- Overall economic/ regulatory environment

- Contingent liabilities

- Past dividend trends

- Buyback of shares or any such alternate profit distribution measure

- Any other contingency plans

4.0 General

Ret ained earnings will be used for the Company's growth plans, working capital requirements, debt repayments and other contingencies.

5.0 Review

This policy would be subject to revision / amendmenTon a periodicbasis, as may be necessary.

6.0 Disclosure

This policy (as amended from time to time) will be available on the Company's website and in the annual report.

Annexure II

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of

UltraTech Cement Limited

We have examined the compliance of conditions of Corporate Governance by UltraTech Cement Limited (the ‘Company'), for the year ended 31st March, 2020, as per the relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (‘Listing Regulations').

The compliance of conditions of Corporate Governance is the responsibility of the management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations.

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the "ICAI"), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control ("SQC") 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Based on our examination of the relevant records and according to the information and explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Khimji Kunverji & Co LLP
(formerly Khimji Kunverji & Co)
Chartered Accountants
Firm's Registration No: 105146W/W100621
Ketan Vikamsey
Partner
Membership No: 044000
ICAI UDIN: 20044000AAAAAE1359
Mumbai
20th May, 2020

   

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Policies of Globe Commodities Limited
Guidance Note on FATCA and CRS May 2016
Right and Obligation, RDD, Guidance Note in Vernacular Language - Equity | Commodity
Additional Risk Disclosure for Trading into Commodity options
In case of any grievances pleae write to
Investor_trading@globecapital.com /  igr@globecapital.com (For Trading)     globedp@globecapital.com (For DP)    Investor_pms@globecapital.com (For PMS)     
commigr@globecapital.com (For Commodities)
Equity SEBI Registration No INZ000177137, Exchange Registration Nos : NSE TM Code - 06637, Clearing No.- M50302|BSE Clearing No: 3179|MSEI TM Code - 1004 ,Clearing No.- 4| MCX TM No: 8091,Clearing No: 8090 | NCDEX TM No:1287, Clearing No: -M51085|ICEX TM ID-2084 | SEBI Registration for DP : IN-DP-NSDL-97-99, NSDL- DP ID: IN300966, CDSL DP ID: 12020600 | SEBI Research Analysts Registration No :INH100001187 | SEBI PMS Registration No:INP000002361 CMBPID NCL CM :- IN555502
* Through subsidiary Globe Commodities Ltd. --> Commodity SEBI Regn. No. - INZ000024939, Exchange Regn. Nos. - MCX CM ID: 8550 TM ID: 10735, NCDEX CM ID: M50011 TM ID: 00012, NMCE ID: CL0111, ICEX ID: 1009, NCDXSPOT-CR-07-10011,
** Through step in subsidiary Globe Comex International DMCC --> DGCX **TM Id.1064, CM Id.3064*
"We also do Pro-Account trading in Commodity Segment.."
"KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
Attention Investors:
"Prevent Unauthorised transactions in your account --> Update your mobile numbers/email IDs with your Stock Brokers. Receive information of your transactions directly from Exchange on your mobile/email at the end of the day .......... Issued in the interest of investors"
"Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL/CDSL on the same day......................issued in the interest of investors."
"No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
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