JK CEMENT Directors Report

DIRECTORS’ REPORT


Dear Members,


The Directors have pleasure in presenting Company’s Twenty Third Annual Report and Audited Financial Statements for the year ended 31st March, 2017


1. FINANCIAL RESULTS


Rs,/Lacs







































































Particulars 1



2016-17



2015-16



Gross Turnover



4,32,784



4,09,698



Profit before depreciation & tax



50,053



30,625



Less: Depreciation



17,610



16,412



Profit Before Tax



32,443



14,213



Tax Expense (Including deferred tax and tax adjustment of earlier years)



6,485



3,880



Profit After Tax, Minority interest



25,958



10,333



Add: Restated balance of retained earnings at the beginning of the year



58,143



55,711



Add: IndAS Adjustments



556



48



Transfer to General Reserve



5,000



3,000



Transfer to Debenture Redemption Reserve



1,711



1,582



Dividend to Equity Shares (including tax thereon)



6,734



3,367



Balance to be carried forward



71,212



58,143



2. PERFORMANCE OF THE COMPANY


Your Company’s performance during the year under report has overall improved. The Company’s gross turnover increased by 5.63% to Rs, 4327.84 Crore during the year compared to Rs, 4096.98 Crore in previous year. Profit before Depreciation & Tax increased to Rs, 500.53 Crore compared to Rs, 306.25 Crore.


Indian Accounting Standards (IndAS) -IFRS Converged Standards.


The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2016 pursuant to Ministry of Corporate Affairs’ notification of the Companies (Indian Accounting Standard) Rules, 2015 and the Annual Accounts of 2016-17, has been drawn in terms of provisions of the IndAS. The Company has also completed the modification of accounting and reporting systems which facilitated the changes.


3. PERFORMANCE OF THE SUBSIDIARY/JOINT VENTURE COMPANIES


The Company has three subsidiaries and one joint venture Company as on March 31, 2017. There has been no material change in the nature of the business of subsidiaries.


SUBSIDIARY COMPANY


J.K. Cement (Fujairah) FZC recorded net income of AED 27,522 (equivalent to Rs, 30.28 Lacs) for the year ended 31st December, 2016 (Previous year loss of AED 353,771).


JK Cement Works (Fujairah) FZC is involved in principal business of manufacturing and sale of white cement in Middle East and GCC market and has recorded a turnover of AED 145, 367,816 reflecting a growth 11.8% over the prior year.


Gross margin have also improved in comparison to prior year. However, it recorded a loss of AED 31,117,399 (equivalent to Rs, 4467.63.Lacs) for the year ended 31st December, 2016 {Previous year loss of AED 28,312,829 (equivalent to Rs, 4089.41 Lacs)}


Jaykaycem (Central) Ltd recorded a loss of Rs, 3.14 Lacs (previous year Rs, 2.18 Lacs) for the year ended 31st March, 2017


JOINT VENTURE


Bander Coal Company Private Limited recorded a net profit of Rs, 1.17 Lacs for the year ended 31st March, 2017 (Previous year profit of Rs, 60 Lacs).


4. CONSOLIDATED FINANCIAL STATEMENTS


The statement as required under Section 129 of the Companies Act, 2013, in respect of the subsidiaries of the Company viz.J.K. Cement (Fujairah) FZC, J.K. Cement Works (Fujairah)


FZC and JayKayCem (Central) Ltd are annexed and forms an integral part of this Report. Consolidated Financial Statements prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.


5. DIVIDEND


In terms of Dividend Policy your Directors are pleased to recommend dividend of 8 per equity share (previous year Rs, 4 per equity share) of face value of Rs, 10 each aggregating to Rs, 67.34 Crore (Previous Year Rs, 33.67 Crore) for the financial year ended 31st March, 2017.


6. TRANSFER TO RESERVES


The Company proposes to transfer Rs,1711 Lacs (previous year Rs, 1582 Lacs) to Debenture Redemption Reserve and Rs, 5000 Lacs ( previous year Rs, 3000 Lacs) to General Reserve during Financial Year 2016-17


7. SHARE CAPITAL


The paid up Equity Share Capital as at 31st March, 2017 remained at Rs, 69.93 Crore. During the period under report, your Company has not issued any share including Sweat Equity, ESOP and/or Convertible Debentures.


8. FINANCE


During the year under report, your Company has availed disbursement of term loans of Rs,151.74 Crore from various Banks and repaid Rs, 99.23 Crore on this count.


9. CREDIT RATING


Inspite of challenging cement industry scenario, CARE has reaffirmed your Company’s rating as “CARE AA-” for long term bank facilities and “CARE A1 ” for short term bank facilities.


10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY


Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.


11. OPERATIONS


Grey Cement


During the year under report production decreased by 1.8 % at 6.77 Million Tonne (compared to 6.89 Million Tonne last year) and sales decreased by 1% at 6.79 Million Tonne (compared to 6.86 Million Tonne last year).


The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:


Particulars about Key Managerial Personnel including Chairman & Managing Director.


Rs,/Lacs










































S.No. Name



Designation



Remuneration Paid 2016-17 2015-16



% Increase in Remuneration from Previous Year



Ratio/Time per Median of employee Remuneration



1 **Mr.Yadupati Singhania



Chairman & Managing Director (KMP)



1266.92 726.85



74%



241:1



2 **Mr.Ajay Kumar Saraogi



President (Corporate Affairs)& Chief Financial Officer (KMP)



197.34 171.92



15%



38:1



3 Mr.Shambhu Singh



Asst. Vice President (Legal) & Company Secretary (KMP)



38.15 31.82



20%



7:1



**The KMPs received remuneration in AED from foreign subsidiary companies during the calendar year 2016.



White Cement


Production of White Cement increased by 8.63 % at 5.44 Lac Tonne during the year compared to 5.01 Lac Tonne while production of value added product wall putty registered increase of 14%. Sale was also in tandem with production.


12. PROJECTS OF THE COMPANY


Projects undertaken/completed


Your company’s Clinker Production Capacity increased by 3.30 lac tons per annum in Rajasthan Grey Cement plants by Cooler Modification and De-Bottlenecking/Up-gradations with the total cost of approximately Rs, 50 Crores. With this the overall grey cement clinker capacity of Rajasthan Plants stands increase to 54.45 lakh tons per annum.


Based on anticipated growth of 15%, the Company has initiated steps to expand the second phase white cement based wall putty production capacity from existing 2 Lakhs M.T. per annum to 4 Lakhs M.T. per annum at J.K. White, Katni.


13. PERSONNEL


13.1 Industrial Relations


The industrial relations during the period under review generally remained cordial at all cement plants.


13.2 Particulars of Employees


List of employees getting salary in excess of the limits as specified under the provisions of Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 throughout or part of the financial year under review is annexed separately marked as Annexure - F. However, the Annual Report excluding the aforesaid information is being sent to all the members of the Company pursuant to proviso to Section 136 of the Companies Act, 2013. Any member interested in obtaining such particulars may inspect and/or send the request to the Company at its Registered & Corporate Office. None of the employee listed in the said Annexure is a relative of any Director of the Company except Shri Yadupati Singhania, Chairman and Managing Director. None of the employee hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.


13.3 Human Resources and Industrial Relations


Particulars about other Non Executive Directors.


Rs,/Lacs





















































































Remuneration Paid |



%Increase in Remuneration from Previous Year



2016-17



2015-16 1



1 Smt. Sushila Devi Singhania



Non Executive Non Independent



12,52,250



10,90,875



14.80%



2 Shri A. Karati



Non Executive Independent



11,76,875



9,75,500



20.64%



3 Shri J.N. Godbole



Non Executive Independent



12,27,125



10,00,625



22.64%



4 Dr. K.B. Agarwal



Non Executive Independent



14,78,375



13,16,250



12.32%



5 Shri K.N. Khandelwal



Non Executive Non Independent



12,02,000



11,20,500



7.27%



6 Shri Raj Kumar Lohia



Non Executive Independent



12,52,250



10,86,125



15.30%



7 Shri Suparas Bhandari



Non Executive Independent



12,27,125



10,00,625



22.64%



8 Mr. Paul Heinz Hugentobler



Non Executive Non Independent



1,11,30,942



1,19,30,658



-6.70%



9 Mr .Shyam Lal Bansal



Non Executive Independent



10,26,125



N.A.






The Company has a structured induction process at all locations. Objective appraisal systems based on Key Result Areas (KRAs) are in place for Senior Management Staff. The Corporate HR is effectively involved in nurturing, enhancing and retaining talent through job satisfaction, management development programme etc.


14. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/MATTER OF EMPHASIS


The Competition Commission of India (‘CCI’), on the complaint filed by Builders Association of India on the ground of alleged contravention of Competition Law, in Case No. 29/2010, passed an Order dated 31.8.16 imposing interalia penalty of Rs, 128.54 Crore on your Company. Aggrieved by CCI’s Order your Company preferred Miscellaneous Application, stay petition and appeal before the Competition Appellate Tribunal (‘COMPAT’). COMPAT has, by its order dated 16.2.17, modified its earlier order dt. 21.11.16, granted stay in lieu of deposit of 10% of the penalty calculated on the profit of grey cement. Accordingly, your Company deposited FDR of Rs, 6.56 Crores. The Appeal is yet to be heard by COMPAT.


In another matter the Competition Commission of India (‘CCI’), on the complaint filed by State of Haryana on the ground of alleged bid rigging, in Case No. 5/2013, passed an Order dated 19.1.2017 imposing interalia penalty of Rs, 9.28 Crore on your Company. Aggrieved by CCI’s Order your Company preferred stay petition and appeal before the Competition Appellate Tribunal (‘COMPAT’) interalia seeking modification for imposition of penalty on 0.3% average grey cement turnover for 2012-13, 2013-14 and 2014-15 which works out to Rs, 6.48 Crores. COMPAT vide order dated 3.4.17 issued notice and stayed operation of CCI’s Order dt. 19.1.17. The Stay Petition and Appeal is yet to be heard by COMPAT.


No significant or material order has been passed by the Regulator or Courts or Tribunals which impact the going concern status and Company’s operations in future.


15. CORPORATE GOVERNANCE


A report on Corporate Governance along with the Auditors’ Certificate on its compliance, forms an integral part of this Report.


16. PUBLIC DEPOSITS


Your Company has not invited any deposits from public/ shareholders under Section 73 and 74 of the Companies Act, 2013.


17. WHISTLE BLOWER POLICY/VIGIL MECHANISM


The Company has a Whistle Blower Policy to report genuine concerns or grievances, if any. The Whistle Blower Policy has been posted on the website of the Company.


18. MITIGATION OF RISK.


The Company has been addressing various risks impacting the Company which is more fully provided in annexed Management Discussion and Analysis. However, as per the Listing Regulation constitution of Risk Management Committee for enforcing Risk Management Policy is not applicable to the Company.


19. REMUNERATION POLICY


The Board of Directors has, on the recommendation of the Nomination & Remuneration Committee, framed a policy which lays down a framework concerning remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.


20. RELATED PARTY TRANSACTIONS


All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The statement is supported by the certificate from the CMD and the CFO. The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at www.jkcement.com.


21. AUDITORS’ REPORT


Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis (except items disclosed in significant accounting policies). The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended 31st March, 2017.


Auditors’ Report to the shareholders does not contain any qualification in the standalone or in the consolidated financial statements for the year under report. However, Auditors have drawn attention of shareholders on penalty imposed by Competition Commission of India (CCI), the matter is adequately covered by para 14 above read along with notes on accounts.


22. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY


The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business including adherence to the Company’s Policies, the safeguarding of its assets, the prevention and detection of Frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.


The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. It also reviews the quarterly Internal Audit Reports.


23. DIRECTORS AND KEY MANAGERIAL PERSONNEL.


23.1 In accordance with the provisions of Section 152 of Companies Act, 2013 and the Company’s Articles of Association, Mr. Paul Heinz Hugentobler( DIN 00452691) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.


All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act,2013 and Listing Regulation


23.2. Key Managerial Personnel


During the year under report, Following Officials acted as Key Managerial Personnel:-


























S.No.



Name of the Official 1



1 Designation



1



Shri Yadupati Singhania



Chairman & Managing Director



2



Shri Ajay Kumar Saraogi



President (Corporate Affairs) & CFO



3



Shri Shambhu Singh



Asst. Vice President (Legal) & Company Secretary



24. MEETINGS OF THE BOARD OF DIRECTORS


During the year 2016-17, four Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.


25. BOARD EVALUATION


Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its Independent Directors and the Independent Directors also evaluated the performance of Chairman and other Non Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. The Board of Directors also evaluated the functioning/performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, CSR Committee, Committee of Directors and expressed satisfaction with their functioning/performance.


26. DIRECTORS’ RESPONSIBILITY STATEMENT


Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that :


i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;


ii) The Directors have selected such accounting policies, judgments and estimates that are reasonable and prudent and applied them consistently, so as to give a true and fair view of the state of affairs of the company as on 31st March, 2017, and of the statement of Profit and Loss and cash flow of the company for the period ended 31st March, 2017;


iii) 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;


iv) The annual accounts have been prepared on an ongoing concern basis;


v) Proper internal financial controls to be followed by the company has been laid down and that such internal financial controls are adequate and were operating effectively and


vi) Proper systems to ensure compliance with the provisions of all applicable laws has been devised and that such systems were adequate and operating effectively.


27. STATUTORY AUDITOR


M/s. P.L Tandon & Co., Chartered Accountants Kanpur the Statutory Auditors of the company holds the office of the Statutory Auditors till the conclusion of the forthcoming Annual General Meeting.


The Company is proposing to appoint S. R. Batliboi & Co,


LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E/E300005) Chartered Accountants, as Statutory Auditors for a period of 5 years commencing from the conclusion of the 23rd Annual General Meeting till the conclusion of the 28th Annual General Meeting. S. R. Batliboi & Co, LLP, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3) (g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.


The Audit Committee and the Board of Directors recommend the appointment of S. R. Batliboi & Co, LLP,


Chartered Accountants, (ICAI Firm Registration No. 301003E/ E300005) as Statutory Auditors of the Company form the conclusion of the 23rd Annual General Meeting till the conclusion of the 28th Annual General Meeting.


28. COST AUDITOR


Pursuant to section 148 of the Companies Act, 2013 the Board of Directors on the recommendation of the Audit Committee appointed M/s K.G. Goyal & Company Cost Accountants, as the Cost Auditors of the company for the Financial Year 2017-18 and has recommended their remuneration to the Shareholders for their ratification at the ensuing Annual General meeting. M/s K.G.Goyal & Company, have confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013, and have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.


The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm’s length relationship with the company.


The Cost Audit Report for the financial year 2015-16 was filed with Ministry of Corporate Affairs.


29. SECRETARIAL AUDIT


The Board had appointed M/s Reena Jakhodia & Associates, Kanpur, a firm of Company Secretaries in Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2016-17. The report of the Secretarial Auditor is annexed to this report as Annexure A. The report does not contain any qualification.


30. REPORTING OF FRAUD


The Auditors of the company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.


31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS.


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


32. CORPORATE SOCIAL RESPONSIBILITY (CSR)


Corporate Social Responsibility is an integral part of the Company’s ethos and policy and it has been pursuing this on a sustained basis. The Company assists in running of Schools at their Cement Plants, ITIs and Sir Padampat Singhania University, Udaipur imparting value based education to students. Also the Company played a constructive role in the infrastructural development of surrounding areas.


During the period under report, the Company undertook various arts, cultural promotion activities, supporting activities e.g. Community welfare activities like providing water tank & water facilities. Special projects like Sparsh Napkin Project. Funding in various Government schemes like Pradhan Mantri Jal Swalamban Yojana,


Repairs & Maintenance of Furniture & Building of Schools, Construction of Class Rooms, Boundary wall, prize distribution, Charity for development of other facilities in schools, Financial Aid and support to schools and nearby villages for promotion of Sports activities, Plantation and other horticultural activities in nearby areas and villages, Organizing medical checkup and health camps in the rural areas, Educational & Extra-curricular support to students, Eradicating hunger, poverty & malnutrition, promoting preventive health care and sanitation & making available safe drinking water, Extra-curricular activities & support to Community, Education & Extra-curricular support to students, Infrastructure support to villagers, Medical aid to patients under Health Care, Education Support to Student, Charges For Bus Hiring For Student Located In Rural Areas For Their Educational Support And Development, Medicine distribution to Villagers & Baba Ram Das Shayam Das Ji & aids to Patients under Health Care, Safe and Clean Drinking Water Supply in rural areas through R.O Plant, Donation to Police Station, Gotan, Donation to Kamdhenu Gau Sewa Samiti; Development of Railway Station Platform, Water Conservation, Govt. Appr. Salary, Rural Development Project-Jal Mandir Gotan, Baby Chair & Toys Distribution In Anganwadi, Fine Art Workshop, Facilities for Senior Citizen and for Economically Backwards, Plantation and Maintenance of Plant at office of Rajasthan State Pollution Control Board, Rural Development Projects-Chepia Nada Mandir, Contribution To J.K. Gramin Vikas Trust, Contribution to Bharat Lok Siksha Parishad, Donation to Orphan Organization, Contribution for installation of Free Water Kiosk. The Annual Report on CSR activities is annexed herewith as Annexure B.


33. STATUTORY INFORMATION


33.1 Conservation of Energy, Technology Absorption,


Foreign Exchange Earnings and Outgo.


Particulars with regard to Conservation of Energy,


Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 in respect of Cement plants are annexed hereto as Annexure C and form part of the Report.


33.2 Extract of Annual Return


The details forming part of the extract of the Annual Return in form MGT- 9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as Annexure D and forms an integral part of this Report.


33.3 Business Responsibility Reporting


The Business Responsibility Report for the year ended 31st March, 2017 as stipulated under regulation 34 of the Listing Regulations is annexed as Annexure E and forms part of the Annual Report.


33.4 Management Discussion & Analysis (MDA) Statement


The MDA as required under Listing Regulation is annexed hereto and forms an integral part of this Report


34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND


During the year, the Company has transferred a sum of '''' 25.42 Lacs to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013 which represents unclaimed dividend and unclaimed fixed deposits and unclaimed interest on the fixed deposits.


35. DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND LISTING REGULATIONS


35.1 COMPOSITION OF AUDIT COMMITTEE:


The Board has constituted the Audit Committee which comprises of Dr. K.B. Agarwal as the Chairman and Shri A. Karati, Shri J.N. Godbole, Shri K.N. Khandelwal and Shri R.K. Lohia as members. More details on the committee are given in the Corporate Governance Report.


35.2 POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:


The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.


36. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS


The familiarization programme aims to provide Independent Directors with the cement industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company’s familiarization programme for Independent Directors is posted on the Company’s website.


37. EQUAL OPPORTUNITY BY EMPLOYER


The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all irrespective of their caste, religion, colour, marital status and sex.


38. CAUTIONARY STATEMENT


Statements in the Directors Report and the Management


Discussion and Analysis describing the company’s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company’s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the company.


39. ACKNOWLEDGEMENTS


Your Directors wish to place on record their appreciation for the valuable support received by your Company from Banks, Govt. of Rajasthan, Govt. of Karnataka, Govt. of Haryana, Government of Madhya Pradesh, Central Govt. and Government of Fujairah. The Board thanks the employees at all levels for their dedication, commitment and hard work put in by them for Company’s achievements. Your Directors are grateful to the Shareholders/ Stakeholders for their confidence and faith reposed in Board.


For and on Behalf of the Board


Place : Kanpur Yadupati Singhania


Dated : 13 May, 2017 Chairman & Managing Director

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