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DIRECTOR'S REPORT

Anjani Portland Cement Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 452.61 Cr. P/BV 1.65 Book Value (₹) 108.33
52 Week High/Low (₹) 215/84 FV/ML 10/1 P/E(X) 11.22
Bookclosure 21/08/2020 EPS (₹) 15.96 Div Yield (%) 2.79
Year End :2018-03 

AUDIT COMMITTEE RECOMMENDATION

During the year, all recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review your Company has fulfilled its obligation towards Corporate Social Responsibility by spending a sum of Rs. 76,80,483 during the year. The report on CSR activities as required under Section 135 of the Companies Act, 2013 is given as Annexure II, forming part of this Report. The CSR policy is available on the Company's website, www.anjanicement.com.

RISK MANAGEMENT POLICY

The management of the Company is spearheaded by a Whole Time Managing Director and risk assessment and mitigation forms a concurrent part of the management procedures. Periodical reviews of various operational, marketing and legal parameters affecting the Company is conducted and risk management and mitigating procedures are adopted on a continuous basis.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE.

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act 2013 and the rules framed there under. The details of the Policy are uploaded on the website of the Company www.anjanicement.com.

No complaint was filed during the financial year 2017-18.

DEBENTURE REDEMPTION

Your Company had in November, 2014, allotted 600 Rated, Taxable, Secured, Guaranteed, Listed Redeemable Non-Convertible Debentures of the Face Value of Rs. 10,00,000 each (Rupees Ten Lakhs Only) for a total size of Rs. 60 crores (Rupees Sixty Crores Only), structured in form of two different series of Rs. 30 crore (Thirty crore only) each on a Private Placement basis.

Pursuant to the Information memorandum 300 debentures were redeemed on November 14, 2017, subsequently the remaining 300 debentures were redeemed on April 13, 2018. The Company now has no outstanding debentures as on the date of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the “Act”) is enclosed as Annexure IV in the prescribed form MGT-9 and forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met five times during the Financial Year 2017-18. The details of Board Meetings are provided in the Corporate Governance Report. The intervening gap between two meetings of the board is within the stipulated time frame prescribed in the Companies Act, 2013 and SEBI (LODR) Regulations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2017-18.

TRANSACTIONS WITH RELATED PARTIES

The Company has not entered into contract / arrangements with related parties pursuant to provisions of Section 188 (1) of the Act read with Section 134(h) of the Act, in the financial year 2017-18.

MATERIAL CHANGES AND COMMITMENTS,IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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 to which the financial statement relates and the date of the report.

PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company, is as follows:-

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Directors

Ratio to Median Remuneration

Non-Executive Directors

Mrs. V. Valliammai

-

Mr. P Gopal

-

Mr. V. Subramanian

-

Dr. (Mrs.) S.B. Nirmalatha

-

Executive Directors

Mr. A. Subramanian

13.01 times

The median remuneration of the employees of the Company for the financial year 2017-18 is Rs. 3.69 lakhs.

The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the Financial year:

Name of Person

Percentage Increase in Remuneration

Non-Executive Directors

Mrs. V. Valliammai

-

Mr. P Gopal

-

Mr. V. Subramanian

-

Dr. (Mrs.) S. B. Nirmalatha

-

Executive Directors

Mr. A. Subramanian

-

CFO and CS

Mr. M.L. Kumavat

18

Mrs. Anu Nair

18

The percentage increase in the median remuneration of employees in the Financial year 2017-18 is 16.53%.

The number of permanent employees on the rolls of Company: 276.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

On an average, salaries of employees increased by 13.52%.

There has been no change in the managerial remuneration for the year under consideration.

Statement containing Particulars of Employees pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, as per the provisions of Sections 134 and 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement containing Particulars of Employees, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days (except Saturdays), upto the date of ensuing Annual General Meeting. Any Member interested in obtaining a copy of such Statement may write to the Company Secretary at the Registered Office of the Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS, COURTS, TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN THE FUTURE

There has been no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations.

BOARD EVALUATION

The Nomination and Remuneration Committee set out the parameters based on which Board carried out an annual evaluation of the performance of the Board, Committees and Individual Directors. Some of the parameters for the same were effective communication, adequacy of knowledge, investment of time etc. The Board as a group discussed, evaluated and graded themselves on the parameters provided. The performance of the Board, Committees and Individual Directors was found to be satisfactory and was found helping the Company in improving its performance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under 134 (3)(m) of the Companies Act, 2013 and the Rules prescribed thereunder are set out in Annexure III to this report.

SUBSIDIARY COMPANIES

Your Company has no subsidiaries within the meaning of Section 2(6) of the Companies Act, 2013. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

b. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

e. Appropriate Internal Financial Controls have been laid down and followed and such internal financial controls are adequate and operating effectively.

f. Proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

ACKNOWLEDGEMENT

The Board of Directors wish to thank all the shareholders, statutory bodies and departments of the State and Central Government and Bankers, Suppliers, Customers and all employees for their valuable support to the Company.

On Behalf of the Board of Directors

A. Subramanian Mrs.V. Valliammai

Place: Chennai Managing Director Director

Date: August 8, 2018 (DIN: 06693209) (DIN: 01197421)

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