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Directors Report of JK Cement Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting Company''s Twenty Ninth Annual Report and Audited Financial Statements for the year ended 31^st March, 2023.

1. Financial Results		H In Lacs
Particulars	2022-23	2021-22
Revenue from operations	899859.90	767858.40
Profit before depreciation & Tax and exceptional items	116172.12	137555.53
Less: Depreciation	36146.40	28201.96
Less: Exceptional items	NIL	13000.00
Profit Before Tax	80025.72	96353.57
Tax Expense (Including deferred tax and tax adjustment of earlier years)	23771.62	33285.85
Profit After Tax	56254.10	63067.72
Add: OCI (Other Comprehensive Income)	319.47	380.61
Add: Retained earnings at the beginning of the year	208070.74	174854.95
Add: Transfer from Debenture Redemption Reserve	1307.35	1357.70
Less: Transfer to General Reserve	20000.00	20000.00
Less: Dividend on Equity Shares	11590.24	11590.24
Balance to be carried forward	234361.42	208070.74

2. Performance of the Company

Your Company''s performance during the year under report has overall improved. However, substantial increase in input costs impacted profitabilityThe Company''s Revenue from Operations increased by 17.19% to H899859.90 Lacs during the year compared to H767858.40 Lacs in previous year. Profit after Tax decreased to H56254.10 Lacs compared to H63067.72 Lacs.

3. Performance of the Subsidiary /Joint Venture Companies

The Company has three wholly owned subsidiaries two in India viz. JaykayCem (Central) Ltd and JK Maxx Paint Ltd (formerly known as ''JK Paints & Coatings Limited'') and another in UAE viz JK Cement (Fujairah) FZC. JK Maxx Paint Ltd (formerly known as ''JK Paints & Coatings Limited'') has a step down subsidiary viz Acro Paints Ltd. The UAE subsidiary has one step down subsidiary and such step down subsidiary has a subsidiary in Africa. There has been no material change in nature of the business of subsidiaries.

Subsidiary Company J.K. Cement (Fujairah) FZC (JKCF) recorded net income of AED 1933446 (equivalent to H422.92 Lacs) for the period from April,2022 to 31^st March, 2023 (Previous year net Loss of AED 114172584.99 equivalent to H23162.87 Lacs)

JK Cement Works (Fujairah) FZC (JKCWF) is primarly involved in the business of manufacturing and sale of white cement in Middle East and GCC markets. It has reported a turnover of AED 184986144.73 (equivalent to 40463.31 lacs) (Previous year AED 166408466.55 equivalent to H33260.29 Lacs). It recorded a loss before OCI of AED 34494877.02 (equivalent to H7247.22 Lacs) for the period from April, 2022 to 31^st March, 2023 {Previous year a loss of AED 39501152.48 equivalent to H7908.22 lacs.}.

JK White Cement (Africa) Ltd. is second level step down subsidiary of the Company, incorporated on 4^th November, 2018, in Republic of Tanzania. 99.90 % stake is held by JK Cement Works (Fujairah) FZC. It is

engaged in the business of manufacturing/trading/ import/export of all types of cement, wall putty other allied products, cement clinker, limestone, gypsum etc.

Jaykaycem (Central) Ltd, has set up grey cement manufacturing facilities in the state of Uttar Pradesh and Madhya Pradesh, recorded a revenue of H33002.84 Lacs and net loss of H5969.40 Lacs (previous year loss H97.31 Lacs) for the year ended 31^st March, 2023. It is proposed to amalgamate with your Company and as on the date of reporting amalgamation is yet to be effective.

JK Maxx Paint Ltd (erstwhile JK Paints and Coatings Ltd.) is engaged in business of Paints business has been incorporated during the year under report. Acro Paints Ltd. became subsidiary of JK Maxx Paint Ltd and step down subsidiary of the Company w.e.f 6^thJanuary, 2023. Acro Paints Ltd has recorded revenue of H7955.58 Lacs and a net profit of H29.47 lacs during the FY 2022-23.

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, Jaykaycem (Central) Ltd, JK Maxx Paint Limited and Acro Paints Limited are annexed and forms an integral part of this Report. The 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

The Board of Directors has recommended a payment of final dividend at a rate of H15 per equity share (150%) for the year ended March 31,2023 subject to the approval of the Members at the 29^th Annual General Meeting (''AGM''). In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (''the Listing Regulations''), our Company has formulated a Dividend Distribution Policy. The policy is available on our Company''s website and can be accessed at www.ikcement.com/assets/about/ company policy/Dividend Distribution Policy.pdf

6. Transfer to Reserves

The Company proposes to transfer H1307.35 Lacs (previous year H1357.70 Lacs) from Debenture Redemption Reserve. Besides , our Company

proposes H20000 Lacs (previous year H20,000 Lacs) to General Reserve during Financial Year 2022-23

7. Share Capital

The paid up Equity Share Capital as at 31^st March, 2023 remained at ?77.27 Crores. During the period under report, your Company has not issued any share including Sweat Equity, ESOP.

8. Finance

During the year under report, your Company has availed a sum of H668.94 Crores towards disbursement of term loans and NCDs (previous year H585 Crores). However it repaid H608.37 Crores (previous year H346.73Crore) towards Term Loan and NCD, reflecting its commitment to fulfilling its financial obligations and maintaining its commitment to financial stability.

9. Credit Rating

Inspite of challenging cement industry scenario, CARE has reaffirmed your Company''s rating as "CARE AA " (Care double AA ) for long term bank facilities and "CARE A1 " for short term bank facilities. Besides this India Ratings has also reaffirmed the Company''s Issuer Rating at "IND AA " (Stable). Further, CRISIL has reaffirmed the Company''s rating for Commercial Paper at "CRISIL A1 ".

10. Particulars of Guarantees or Investments by Our Company

Details of 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. OperationsGrey Cement

During the year under report, cement production increased by 13% at 13.17 Million Tonne (compared to 11.70 Million Tonne last year) and sales increased by 12% at 13.17 Million Tonne (compared to 11.72 Million Tonne last year), driven by favourable market scenario.

White Cement

During the reporting period, production of White Cement & Wall Putty increased by 11% to 15.55 Lac Tonne against 14.09 Lac Tonne in the previous year. Sales increased by 11% to 15.92 Lac Tonne (compared to 14.34 Lac Tonne last year)

Paints

During the year under report, Your Company, through its wholly owned subsidiary JK Maxx Paint Limited, acquired 60% equity share capital of M/s Acro Paints Ltd (APL), making APL a step down subsidiary of your Company.

12. Projects of the CompanyOur Company has

(a) Commenced Commercial production of Clinker and Cement at its greenfield grey cement manufacturing unit at Panna, MP with a split grinding unit at Hamirpur, U.P. with total capacity of 4 MnTPA under its wholly owned subsidiary M/s Jaykaycem (Central) Ltd. (Jaykaycem'').

(b) Implemented 2 MnTPA expansion by increasing Cement grinding Capacity at various units with this, the Grey Cement production Capacity increased to 20.67 MnTPA

13. Personnel13.1 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 and Remuneration of Managerial Personnel) Rules, 2014 throughout or part of the financial year under review is annexed separately marked as Annexure - E. 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 Office. None of the employee listed in the said Annexure is a relative of any Director of the Company except Dr. Raghavpat Singhania, Managing Director and Mr. Madhavkrishna Singhania Dy. Managing Director & Chief Executive Officer being brothers and Dr. Nidhipati Singhania being father. None of the employee hold (by himself or along with his spouse and dependent children) more than two narnant of tha anuitv sharas of tha Oomnanv

13.3 Human Resources and Industrial Relations

Our Company has structured induction process at all locations. Objective appraisal systems based on Key Result Areas (KRAs) are in place for Senior Management Personnel. Our 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 Impacting the Going Concern Status and our Company''s Operations in Future

The Competition Commission of India (CCI) vide its order dated 31.8.2016, imposed a penalty of H12,854 Lacs on the Company. The Appeal was heard whereupon National Company Law Appellate

Tribunal (NCLAT) vide order dated 25.7.2018 upheld CCI''s order. The Company has filed statutory appeal before the Hon''ble Supreme Court, which vide its order dated 5.10.2018 has admitted the appeal and directed that the interim order of stay passed by the Tribunal in this matter will continue for the time being. The Company, backed by legal opinion, believes that it has a good case and accordingly no provision has been made in the Audited Annual Report of 2022-23

In a separate matter, CCI imposed penalty of ?928 Lacs vide order dated 19.1.2017 for alleged contravention of provision of Competition Act, 2002 by the Company. On Company''s appeal, NCLAT has stayed the operation of CCI''s order. The matter is pending for hearing before NCLAT. Based on Legal opinion, the Company believes that it has a good case and accordingly, no provision has been made in the Audited Annual Report

Members'' attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

15. Corporate Governance

A report on Corporate Governance along with the Practicing Company Secretary''s 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 including details of significant changes in key financial ratios which is more fully provided in annexed Management Discussion and Analysis. As per the Listing Regulation Risk Management Committee for enforcing Risk Management Policy is in place.

19. Commodity Price Risk/Foreign Exchange Risk and Hedging Activities:

Your Company hedges its foreign currency exposure in respect of its imports and export receivables as per its laid down policies. Your Company uses a mix of various derivatives instruments like forward covers, currency swaps, interest rates swaps or a mix of all. Your Company does not have material exposure of any commodity and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular No. SEBI/HO/ CFD/CMD1/CIR/P/2018/0000000141 dated 15^th November, 2018.

20. Remuneration Policy

The Board of Directors and Nomination and Remuneration Committee follows a policy concerning remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Policy also covers criteria for selection and appointment of Board Members and Senior Management Personnel and their remuneration.

The Remuneration Policy is stated in the Corporate Governance Report.

21. 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 Independent Directors approves Related Party Transactions.

The statement is supported by the certificate from the MD and the DMD & CFO. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at www.ikcement.com.

22. 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 31^st March, 2023. 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 in Para 15 above and to be read along with notes on accounts.

23. 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.

24. Directors and Key Managerial Personnel24.1 Appointments

a. In accordance with the provisions of Section 152 of Companies Act, 2013 and the Company''s Articles of Association, Mrs. Sushila Devi Singhania (DIN:00142549) will retire by rotation

at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

b. Mr. Paul Heinz Hugentobler (DIN 00452691)

will attain the age of 75 (Seventy Five) years on 14^th February, 2024, therefore, his continuance of office after attaining the age of 75 years would require approval of the Members by way of Special Resolution at the ensuing Annual General Meeting

c. Mrs. Deepa Gopalan Wadhwa (DIN 07862942)

was appointed as an Independent Director at the 25^th Annual General Meeting held on August 3, 2019, for a period of 5 years with effect from November 3, 2018, till November 2, 2023, and she is eligible for reappointment for the second term of 5 years that is from November 3, 2023, till November 2, 2028 would require approval of the Members by way of Special Resolution at the ensuing annual general meeting.

d. Mr. Ashok Sinha (DIN 00070477) was appointed as an Independent Director at the 25^th Annual General Meeting held on August 3, 2019, for

a period of 5 years with effect from May 18,

2019, till May 17, 2024, and he is eligible for reappointment for the second term of 5 years that is from May 18, 2024, till May 17, 2029.

Mr. Ashok Sinha will attain the age of 75 (Seventy Five) years on 15^th February, 2027, therefore, his continuance of office after attaining the age of 75 years and would require approval of the Members by way of Special Resolution at the ensuing annual general meeting.

e. Mr. Saurabh Chandra (DIN 02726077)

Mr. Saurabh Chandra, was appointed as an Independent Director at the 25^th Annual General Meeting held on August 3, 2019, for a period of 5 years with effect from May 18,

2019, till May 17, 2024, and he is eligible for reappointment for the second term of 5 years that is from May 18, 2024, till May 17, 2029 and would require approval of the Members by way of Special Resolution at the ensuing annual general meeting.

f. Mr. Ashok Kumar Sharma (DIN: 00057771)

aged 71, is a practicing Chartered Accountant and having more than 46 years of experience in the field of audit, taxation, accounts and finance appointed as Non-Executive, Independent Director of the Company w.e.f 01.04.2023.

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

24.2 Cessations

Dr. Krishna Behari Agarwal (DIN: 00339934) has resigned as an Independent Director of the Company w.e.f. 31^st March, 2023 due to his advanced age and related health issues.

24.3 Key Managerial Personnel

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

SN	Name of the Official	Designation
1.	Dr. Raghavpat Singhania	Managing Director
2.	Mr. Madhavkrishna Singhania	Dy. Managing Director & Chief Executive Officer.
3.	Mr. Ajay Kumar Saraogi	Dy. Managing Director & CFO
4.	Mr. Shambhu Singh	Company Secretary

25. Meetings of the Board of Directors

During the year 2022-23, 4(Four) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings were within the period prescribed under the Companies Act, 2013.

26. 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 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 and Remuneration Committee, CSR Committee, Committee of Directors and expressed satisfaction with their functioning/performance.

27. 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 31^st March, 2023, and of the statement of Profit and Loss and cash flow of the Company for the period ended 31^st March, 2023;

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.

28. Statutory Auditor

M/s. S.R. Batliboi & Co. LLP., Chartered Accountants (ICAI Firm Registration No. 301003E/E300005) were re appointed as Statutory Auditors by the members of the Company at the 28^th Annual General Meeting held on August 13, 2022, for a period of five years till the conclusion of the 33^rd Annual General Meeting.

29. 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 2023-24 and has recommended their remuneration to the Shareholders for 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 2022-23 is being filed with Ministry of Corporate Affairs.

30. Secretarial Audit

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Board has appointed M/s. Reena Jakhodia & Associates, Kanpur, Company Secretaries in Practice, as the Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year ended March 31, 2023. The report of the Secretarial Auditor is attached as Annexure A.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except as detailed in MR-3 annexed to this Report. The Company is in compliance with the Secretarial Standards, specified by the Institute of Company Secretaries of India (''ICSI'').

31. Reporting of Fraud

The Auditors of the Company have not reported any fraud committed to the Company as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud on the Company has been reported to the Management from any other sources.

32. 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.

33. 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 specialized 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 activities e.g. Art, Culture, Community Welfare, Drinking Water, Sanitation, Education, Health, Rural Development, Eradicating Hunger/Poverty. The Annual Report on CSR activities is annexed herewith as Annexure B.

34. Statutory Information

34.1 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.

34.2 Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.ikcement.com/investors// annualreturns

34.3 Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for the year ended 31^st March, 2023 as stipulated under regulation 34 of the Listing Regulations is annexed as Annexure D and forms part of the Annual Report.

34.4 Management Discussion & Analysis (MDA) Statement

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

35. Transfer to Investor Education and Protection Fund

During and pertaining to the year, the Company has transferred a sum of H13,98,060/- which represents unclaimed dividend and Equity Shares (held by Shareholders) which represents unclaimed shares were due for transfer has been transfered after the close of financial year to the Investor Education and

Protection Fund in compliance with provisions of the Companies Act, 2013.

36. Disclosures Under the Companies Act, 2013 and Listing Regulations36.1 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 framed thereunder. All employees (permanent contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committees have also been set up at various location to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

37.1 Independent Directors

The 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. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, infrastructure, banking, insurance, financial services, investments, mining & mineral industries and E-marketing; and they hold highest standards of integrity. Regarding proficiency, the 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 (''MCA''). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150

of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank. The IICA is yet to commence the online proficiency self-assessment test and hence, the said online proficiency self-assessment test has been undertaken by the Independent Directors of the Company and qualified..

37.2 Familiarisation Programme for Independent Directors

The familiarization program 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 familiarisation program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

38. 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, color, marital status and sex.

39. 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.

40. Other Disclosure

No disclosure or reporting is made with respect to the following items, as there were no transactions during the year under review:

â¢ Details relating to deposits that are covered under Chapter V of the Act

â¢ The issue of equity shares with differential rights as to dividend, voting or otherwise

â¢ The issue of shares to the employees of the Company under any scheme(sweat equity or stock options)

â¢ There is no change in the Share Capital / Debt Structure during the year under review

â¢ The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees

â¢ Managing Director, Dy. Managing Director & CEO and Dy. Managing Director & CFO has not received any remuneration or commission from any of

its subsidiaries

â¢ There was no revision in the financial statements

â¢ There was no change in the nature of business

â¢ There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report

41. 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, Govt. of Uttar 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.

Mar 31, 2022

Your Directors have pleasure in presenting Company''s Twenty Eighth Annual Report and Audited Financial Statements for the year ended 31^st March, 2022.

1. Financial Results

'' in lacs
Particulars	2021-22	2020-21

Revenue from operations	767858.40	632827.88
Profit before depreciation, tax and exceptional items	137555.53	140408.86
Less: Depreciation	28201.96	24467.71
Less: Exceptional items	13000.00	16686.50
Profit Before Tax	96353.57	99254.65
Tax Expense (Including deferred tax and tax adjustment of earlier years)	33285.85	38972.07
Profit After Tax	63067.72	60282.58
Add: OCI (Other Comprehensive Income)	380.61	136.47
Add: Retained earnings at the beginning of the year	174854.95	121146.50
Add: Transfer from Debenture Redemption Reserve	1357.70	3289.40
Less: Transfer to General Reserve	20000.00	10000.00
Less: Dividend on Equity Shares	11590.24	-
Balance to be carried forward	208070.74	174854.95

2. Performance of the Company

Your Company''s performance during the year under report has overall improved. The Company''s gross turnover has increased by 21.3% to ''767858.40 Lakhs during the year compared to ''632827.88 Lakhs in previous year. Profit after Tax increased to ''63067.72 Lakhs compared to ''60282.58 Lakhs.

3. Performance of the Subsidiary /Joint Venture/ Associate Companies

The Company has two wholly owned subsidiaries one in India and another in UAE. The UAE subsidiary has one step down subsidiary and such step down subsidiary has a subsidiary in Africa. There has been no material change in the nature of the business of subsidiaries. As on date of reporting the Company has incorporated another Wholly Owned Subsidiary for entering into Paint business. The Company has entered into Long Term Power Purchase Agreement coupled with Share Subscription Agreement with suppliers of Renewable Energy and as per terms holds 26% equity.

Subsidiary Company

J.K. Cement (Fujairah) FZC (JKCF) recorded net loss of AED 114,172,584.99 (equivalent to ''23,162.87 Lakhs) for the period from April, 2021 to 31^st March,2022 (Previous year net Loss of AED 84885,315 equivalent to ''17153.81 Lakhs)

JK Cement Works (Fujairah) FZC (JKCWF) is involved in principal business of manufacturing and sale of white cement in Middle East and GCC market and also export to different countries and also has recorded a turnover of AED 166,408,466.55 (equivalent to ''33,260.29 lakhs ) (Previous year AED 147,685,967 equivalent to ''29,844.68 Lakhs).

It recorded a loss before OCI of AED 39,501,152.48 (equivalent to ''7908.22 Lacs) for the period from April,2021 to 31^st March,2022 (Previous year a loss of AED 32,398,118) (equivalent to ''6,617.29 Lakhs) JKCWF has been incurring losses for past few years and its networth has eroded. During the year, based on business valuation by an independent external valuer, the Company has recognized provision towards diminuation of carrying amount of investment made in JKCF of Rs. 13000 Lakhs (Rs. 16686.50 Lakhs previous year). This amount has been disclosed as exceptional item.

JK White Cement (Africa) Ltd. is second level step down subsidiary of the Company incorporated in Republic of Tanzania. 99.90 % stake is held by JK Cement Works (Fujairah) FZC. It is engaged in the business of manufacturing/trading/import/export of all types of cement, wall putty other allied products, cement clinker, limestone, gypsum etc.

Jaykaycem (Central) Ltd. (JCL), wholly owned subsidiary of your Company, is setting up green field grey cement manufacturing facilities, recorded a

net loss of ''97.31 Lakhs (previous year loss ''32.37 Lakhs) for the year ended 31^st March, 2022. It is proposed to amalgamate JCL with your Company and as on the date of reporting the Company Application/Petition is pending before National Company Law Tribunal, Allahabad Bench.

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. Impact of Covid-19 Pandemic

There was no major impact on Company''s operation due to the second wave of Covid 19 except for partial impact on volume of white business for two months. The impact of same has been considered in Annual Accounts 2021-22. Further the Company continues to take requisite safeguards and compliances to ensure continuity of business and safety of its employees and other stakeholders.

6. Dividend

The Board of Directors has recommended a payment of dividend at a rate of ''15 per equity share (150%) for the year ended March 31, 2022 (previous year ? 15 per equity share) with a total outgo of ? 11590.24 Lakhs subject to the approval of the Members at the 28^th Annual General Meeting (''AGM'').In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (''the Listing Regulations''), the Company has formulated a Dividend Distribution Policy. It is also available on the Company''s website and can be accessed at https://www.jkcement.com/frontTheme/pdf/ dividend_distribution_policy_of_jk_cement_ltd_ new.pdf

7. Transfer to Reserves

The Company proposes transfer of ''1357.70 Lakhs (previous year ''3289.40 Lakhs) from Debenture Redemption Reserve and fulther proposed to transfer ''20,000 Lakhs (previous year ''10,000 Lakhs) to General Reserve during Financial Year 2021-22.

8. Share Capital

The paid up Equity Share Capital as at 31^st March, 2022 remained at ''77.27 Crores. During the period under report, your Company has not issued any share including Sweat Equity, ESOP.

9. Finance

During the year under report, your Company has availed a sum of ''155 Crores towards disbursement of term loans (previous year '' 585 Crores), and it repaid ''189.49 Crores (previous year ''346.73 Crores) towards Term Loan and NCD.

10. Credit Rating

Looking to Company''s strong financials and consistent performance, CARE has upgraded Company''s rating for long term bank facilities to AA (Double AA ) from AA. It has also reaffirmed A1 for short term bank facilities.

11. Particulars of Guarantees or Investments by the Company

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

12. Operations Grey Cement

During the year under report production increased by 20.48% at 11.70 Million Tonne (compared to 9.71 Million Tonne last year) and sales increased by 19.92% at 11.72 Million Tonne (compared to 9.78 Million Tonne last year).

White Cement

Production of White Cement & Wall Putty increased by 9.23% at 14.09 Lac Tonne during the year compared to 12.90 Lac Tonne last year and sale increased by 6.74% at 14.34 Lac Tonne (compared to 13.44 Lac Tonne last year)

13. Projects of the Company

(a) Construction is undergoing in full swing on setting up of a greenfield grey cement manufacturing unit at Panna, MP with a split grinding unit at Hamirpur, U.P. with total capacity of 4 MnTPA under its wholly owned subsidiary M/s Jaykaycem (Central) Ltd. (''Jaykaycem'').

(b) Undertaken upgradation of clinker line 3 at J.K.Cement Works Nimbahera whereupon clincker capacity of Line 3 stood increased to 6500 TPD (from 5000 TPD).

14. Personnel

14.1 Industrial Relations

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

14.2 Particulars of Employees

Particulars about Key Managerial Personnel.
				âRemuneration Paid in ''			% Increase in
SN	Name	Designation		CN O CN	22	2020-21	Remuneration from previous Year	Median Ratio to Remuneration**
1	Dr. Raghavpat Singhania	Managing Director (KMP)		143358916		9,01,14,537	59.08	172.72
2	Mr. Madhavkrishna	Dy. Managing Director (KMP)		136714250		7,30,53,257	87.14	164.71
	Singhania	and CEO
3	Mr. Ajay Kumar Saraogi	Dy. Managing Director &		88171750		8,20,88,975	7.41	106.23
		Chief Financial Officer (KMP)
4	Mr. Shambhu Singh	Vice President (Legal) &		8732193		72,97,020	19.67	10.52
		Company Secretary (KMP)
* Remuneration does not include payment of contribution to Provident Fund and superannuation fund, which is exempted perquisite
under applicable provisions of the Companies Act, 2013
** '' 8.30 Lakhs is Median, Ratio is calculated on remuneration 2021-22
Particulars about other Non-Executive Directors.
						Remuneration Paid in ''		% Increase in Remuneration from previous Year
SN	Name		Designation			2021-22 \|	2020-21	% Increase in Remuneration from previous Year
1	Mrs. Sushila Devi Singhania		Non- Executive Non Independent			30,00,000	28,75,000	4.35
2.	Dr. Nidhipati Singhania		Non- Executive Non Independent			23,00,000	N.A.	-
3.	Mr. Ajay Narayan Jha		Non -Executive Independent			17,50,000	N.A.	-
4.	Mr. Ashok Sinha		Non -Executive Independent			18,25,000	13,75,000	32.72
5.	Mrs. Deepa Gopalan Wadhwa		Non -Executive Independent			19,00,000	14,25,000	33.33
6.	Dr. K.B. Agarwal		Non -Executive Independent			22,75,000	17,75,000	28.16
7.	Mr. Mudit Aggarwal		Non -Executive Independent			16,50,000	N.A.	-
8.	Mr. Paul Heinz Hugentobler		Non -Executive Non Independent			1,29,54,786	1,22,99,529	5.32
9	Mr. Satish Kumar Kalra		Non -Executive Independent			16,00,000	N.A.	-
10	Mr. Saurabh Chandra		Non -Executive Independent			19,75,000	14,50,000	36.2
11.	Mr. Sudhir Jalan		Non -Executive Non Independent			17,75,000	13,50,000	31.48
12.	Mr. A. Karati		Non -Executive Independent			2,00,000	14,50,000	-86.2
	(ceased w.e.f. 14.08.2021)
13.	Mr. J.N. Godbole		Non -Executive Independent			2,50,000	15,50,000	-83.8
	(ceased w.e.f 14.08.2021)
14.	Mr. Suparas Bhandari		Non -Executive Independent			2,50,000	15,00,000	-83.3
	(ceased w.e.f 14.08.2021)

separately marked as Annexure - E. 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 Office. None of the employee listed in the said Annexure is a relative of any Director of the Company except Dr. Raghavpat Singhania, Managing Director,

Mr. Madhavkrishna Singhania Dy. Managing Director and Chief Executive Officer and Dr. Nidhipati Singhania, Vice-Chairman (Non Executive Non

Independent 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.

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:

14.3 Human Resources and Industrial Relations

The Company has 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.

15. Significant and Material Order passed by the Regulator(s) or Court(s)/ Matter of Emphasis

The Competition commission of India (CCI) vide its order dated 31.8.2016 imposed a penalty of ''12,854 Lakhs on the Company. The Appeal was heard whereupon National Company Law Appellate Tribunal (NClAt) vide order dated 25.7.2018 upheld CCI''s order. The Company has filed statutory appeal before the Hon''ble Supreme Court, which vide its order dated 5.10.2018 has admitted the appeal and directed that the interim order of stay passed by the Tribunal in this matter will continue for the time being. The Company, backed by legal opinion, believes that it has a good case and accordingly no provision has been made in the Audited Annual Report of 2021-22.

In a separate matter, CCI imposed penalty of ''928 Lakhs vide order dated 19.1.2017 for alleged contravention of provision of Competition Act, 2002 by the Company. On Company''s appeal, NCLAT has stayed the operation of CCI''s order. The matter is pending for hearing before NCLAT. Based on Legal opinion, the Company believes that it has a good case and accordingly, no provision has been made in the Audited Annual Report of 2021-22.

Members'' attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

16. Corporate Governance

A report on Corporate Governance along with the Practicing Company Secretary''s Certificate on its compliance, forms an integral part of this Report.

17. Public Deposits

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

18. 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. No complaint/grievance under Whistle Blower has been received by the Company.

19. Mitigation of risk

The Company has been addressing various risks impacting the Company including details of significant changes in key financial ratios which is more fully provided in annexed Management

Discussion and Analysis. As per the Listing Regulation Risk Management Committee for enforcing Risk Management Policy is in place.

20. Commodity price Risk/Foreign Exchange Risk and hedging activities

Your Company hedges its foreign currency exposure in respect of its imports and export receivables as per its laid down policies. Your Company uses a mix of various derivative instruments like forward covers, currency swaps, interest rates swaps or a mix of all. Your Company does not have material exposure of any commodity and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular No. SEBI/HO/ CFD/CMD1/CIR/P/2018/0000000141 dated 15^thNovember, 2018.

21. Remuneration Policy

The Board of Directors and Nomination & Remuneration Committee follows a policy concerning remuneration of Directors, Key Managerial Personnel and Senior Personnel 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 and also on Company''s website.

22. 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 and also half yearly reported to Stock Exchanges. 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 MD and the DMD & CFO. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at www. jkcement.com.

23. 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 31^st March, 2022. 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 15 above read along with notes on accounts.

24. Internal Financial Controls and its Adequacy.

25. Directors and key Managerial Personnel.

25.1 Appointments

a. In accordance with the provisions of Section 152 of Companies Act, 2013 and the Company''s Articles of Association, Mr. Sudhir Jalan (DIN 00111118) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

b. Mr. Ajay Narayan Jha appointed as Non Executive, Independent and Dr. Nidhipati Singhania as a Non Executive Non Independent Director of the Company w.e.f 28.05.2021

and Mr. Mudit Aggarwal, Mr. Satish Kumar Kalra were appointed as Non Executive, Independent Director of the Company w.e.f. 14.08.2021. Shareholders have confirmed their appointment.

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 Regulations.

25.2. Cessations

Mr. Suparas Bhandari , Mr.Achintya Karati and Mr. Jayant Narayan Godbole ceased to be Director w.e.f 14.08.2021 due to expiry of their respective term.

25.3. Key Managerial Personnel

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

SN 1.	Name of the Official Dr. Raghavpat Singhania	Designation Managing Director
2.	Mr. Madhavkrishna	Dy. Managing
	Singhania	Director & Chief Executive Officer.
3.	Mr. Ajay Kumar Saraogi	Dy. Managing Director & CFO
4.	Mr. Shambhu Singh	Vice President (Legal) & Company Secretary

26. Meetings of the Board of Directors

During the year 2021-22, 6 (Six) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings were within the period prescribed under the Companies Act, 2013.

27. 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 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.

28. 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;

and Loss and cash flow of the company for the period ended 31^st March, 2022;

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.

29. Statutory Auditor

M/s. S.R. Batliboi & Co. LLP., Chartered Accountants (ICAI Firm Registration No. 301003E/E300005) were appointed as statutory auditors in 23^rd Annual General Meeting held on August 29^th July, 2017 for a consecutive term of five (5) years from the conclusion of the 24^th Annual General Meeting till the conclusion of 28^th Annual General Meeting.

The Audit Committee and the Board at their respective meetings held on 21^st May 2022 considered, approved and recommended the re-appointment M/s. S.R. Batliboi & Co. LLP., Chartered Accountants (ICAI Firm Registration No. 301003E/E300005) as the statutory auditors for a second term of five (5) consecutive years i.e from conclusion of the 28^th annual general meeting till the conclusion of 33^rd annual general meeting.

The necessary resolution(s) seeking your approval for their appointment as Statutory Auditors are included in the notice of the ensuing Annual General Meeting.

30. 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 2022-23 and has recommended their remuneration to the Shareholders for 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 2020-21 was filed with Ministry of Corporate Affairs.

31. Secretarial Audit

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Board has appointed M/s. Reena Jakhodia & Associates, Kanpur, Company Secretaries in Practice, as the Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year ended March 31,2022. The report of the Secretarial Auditor is attached as Annexure A.

32. Reporting of Fraud

There has been no report of any fraud committed to the Company as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud on the Company has been reported to the Management from any other sources.

33. Compliance with Secretarial Standards On Board and General Meetings

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

34. 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, Vocational Training Center at Plants and other locations and Sir Padampat Singhania University, Udaipur imparting value based education to students. During the year your Company has also contributed to IIT, Kanpur for construction of Super Specialty Hospital. Also the Company played a constructive role in the infrastructural development of surrounding areas. During the period under report, the Company undertook various activities e.g. Art, Culture, Community Welfare, Drinking Water, Sanitation, Education, Health, Rural Development, Eradicating Hunger/Poverty. The Annual Report on CSR activities is annexed herewith as Annexure B.

35. Statutory Information

35.1 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

other factors which are material to the business operations of the company.

41. Other Disclosure

No disclosure or reporting is made with respect to the following items, as there were no transactions during the year under review:

â¢ Details relating to deposits that are covered under Chapter V of the Act

â¢ The issue of equity shares with differential rights as to dividend, voting or otherwise

â¢ The issue of shares to the employees of the Company under any scheme(sweat equity or stock options)

â¢ There is no change in the Share Capital Structure during the year under review

â¢ The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees

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.

35.2 Annual Return

In terms of Section 92(3) of the Companies Act,

2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.jkcement.com/ investors/ /annualreturns

35.3 Business Responsibility Reporting

The Business Responsibility Report for the year ended 31^st March, 2022 as stipulated under regulation 34 of the Listing Regulations is annexed as Annexure D and forms part of the Annual Report.

35.4 Management Discussion & Analysis (MDA) Statement

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

36. Transfer to Investor Education and Protection Fund

During and pertaining to the year, the Company has transferred a sum of ''10,73,258 /- which represents unclaimed dividend and 12613 Shares (held by1413 Shareholders) which represents unclaimed shares were due for transfer has been transfered after the close of financial year to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013.

37. Disclosures under the Companies Act, 2013 and Listing Regulations

37.1 Composition of Audit Committee:

The Board has constituted the Audit Committee which comprises of Dr. K.B. Agarwal as the Chairman and Mr. Ajay Narayan Jha, Mr. Saurabh Chandra,

Mr. Ashok Sinha, and Dr.Nidhipati Singhania as Members. More details about the committee are given in the Corporate Governance Report.

37.2 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 framed thereunder. All employees (permanent contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committees have also been set up at various location to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

38.1 Independent Directors

The 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. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, infrastructure, banking, insurance, financial services, investments, mining & mineral industries and e-marketing and they hold highest standards of integrity. Regarding proficiency, the 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''). The Independent Directors of the Company have Qualified themselves under Companies (Appointment & Qualification of Directors) Rules, 2014.

38.2 Familiarization Programme For Independent Directors

The familiarization program 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 program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

39. Equal Opportunity by Employer

40. 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

â¢ Managing Director, Dy. Managing Director & CEO and Dy. Managing Director & CFO have not received any remuneration or commission from any of its subsidiaries

â¢ There was no revision in the financial statements

â¢ There was no change in the nature of business

â¢ There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report

42. Acknowledgements

Your Directors wish to place on record their appreciation for the valuable support received by your Company from Banks, Govt. of Rajasthan,

Mar 31, 2021

Your Directors have pleasure in presenting Company''s Twenty Seventh Annual Report and Audited Financial Statements for the year ended 31 March 2021.

1. Financial Results

In '' lacs
Particulars	2020-21	2019-20
Revenue from operations	6,32,827.88	5,46,376.77
Profit before depreciation & tax	1,40,408.86	1,04,455.08
Less: Depreciation	24,467.71	21,438.87
Less: Exceptional items	16,686.50	17,815
Profit Before Tax	99,254.65	65,201.21
Tax Expense (Including deferred tax and tax adjustment of earlier years)	38,972.07	25,163.62
Profit After Tax	60,282.58	40,037.59
Add: Retained earnings at the beginning of the year	1,21,146.50	1,05,672.09
Transfer to Debenture Redemption Reserve	(3,289.40)	(1,865.10)
Dividend on Equity Shares	11,590.24	**6,986.00
Balance to be carried forward	1,74,854.95	1,21,146.50
**including dividend tax

2. Performance of the Company

Your Company''s performance during the year under report has overall improved. The Company''; gross turnover increased by 15.8 % to '' 6,328.28 Crores during the year compared to '' 5,463.77 Crores in previous year. Profit before Depreciation and Tax increased to '' 1,404.09 Crores compared to '' 1,044.55 Crores.

3. Performance of the Subsidiary Companies

The Company has three subsidiaries. There has been no material change in the nature of the business of subsidiaries.

Subsidiary Company

J.K. Cement (Fujairah) FZC (JKCF), being investment company recorded net loss of AED 84,885,315 (equivalent to '' 17,153.81 lacs) for the period from 1 April 2020 to 31 March 2021 (Previous year net income of AED 38,43,956 equivalent to '' 741.07 lacs)

J.K. Cement Works (Fujairah) FZC (JKCWF), is involved in principal business of manufacture and sale of White Cement in Middle East, GCC market and also export to different Countries, recorded a turnover of AED 147,685,967 (equivalent to '' 29,844.68 lacs (Previous year AED 195,341,574 equivalent to '' 37,659.63 lacs). It recorded a loss before OCI of AED 32,398,118 (equivalent to '' 6,617.29 lacs) for the period from 1 April 2020 to 31 March 2021 {Previous year a loss of AED 47,614,903 (equivalent to '' 9,004.55 lacs)} JKCF and JKCWF have been incurring continued losses. Based on valuation exercised by independent Valuer, necessary entry of impairment of investment in JKCF has been framed in the Books of your Company during this year.

Jaykaycem (Central) Ltd. recorded a net loss of '' 32.37 lacs (previous year loss '' 10.27 lacs) for the year ended 31 March 2021.

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,

5. Impact of COVID-19 Pandemic

Your company has considered possible effects that has been impacted due to COVID-19 in the preparation of Audited Annual Accounts for 2020-21. Production and Sales affected due to lockdown declared by appropriate Government but with gradual lifting of lockdown in phased manner production and sale picked up gradually as a result overall performance improved.

6. Dividend

The Board of Directors has recommended a payment of dividend at a rate of '' 15 per equity share (150%) for the year ended 31 March 2021 (as against '' 7.50 per equity shares declared in 2019-20) with total outgo of '' 11,590.24 lacs subject to the approval of the Members at the 27^th Annual General Meeting (''AGM'').In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (''the Listing Regulations''), the Company has formulated a Dividend Distribution Policy which is available on the Company''s website and can be accessed at https://www.ikcement.com/pdf/dividend distribution policy of jk cement ltd.pdf

7. Transfer to Reserves

The Company proposes to transfer '' 3,289.40 lacs (previous year '' 1,865.10 lacs) from Debenture Redemption Reserve and '' 10,000 lacs (previous year '' 10,000 lacs) to General Reserve during Financial Year 2020-21.

8. Share Capital

The paid-up Equity Share Capital as at 31 March 2021 remained at '' 77.27 Crores. During the period under report, your Company has not issued any share including Sweat Equity ESOP. However, during the year under report your Company raised '' 250 Crores by issuing Non-Convertible Debentures to Banks.

9. Finance

During the year under report, your Company has availed a sum of '' 585 Crores towards disbursement of term loans (previous year '' 683 Crores). However, it repaid '' 346.73 Crores (previous year '' 255.19 Crores) towards Term Loan and Non-Convertible Debentures.

10. Credit Rtaing

In spite of challenging cement industry scenario, CARE has reaffirmed your Company''s rating as "CARE AA" (Care double AA) for long term bank facilities and "CARE A1 " for short term bank facilities. India Ratings and Research (Ind-Ra) (Fitch Group) has assigned Long-Term Issuer Rating of ''IND AA ''.

11. Particulars of Guarantees or Investments by the Company

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

12. Operations Grey Cement

During the year under report production increased by 17.47% at 9.71 Million Tonnes (compared to 8.27 Million Tonnes last year) and sales increased by 19.36% at 9.78 Million Tonnes (compared to 8.19 Million Tonnes last year).

White Cement

Production of White Cement & Wall Putty decreased by 0.76 % at 12.90 Lac Tonnes during the year compared to 12.99 Lac Tonnes last year. Sale increased by 1.13 % at 13.42 Lac Tonnes (compared to 13.27 Lac Tonnes last year)

13. Projects of the Company Projects undertaken / completed-

Your Company has

(a) announced setting up of a greenfield grey cement manufacturing unit at Panna, MP with a split grinding unit at Hamirpur, U.P. with total capacity of 4 MnTPA under its wholly owned subsidiary M/s Jaykaycem (Central) Ltd. (''Jaykaycem'').

(b) successfully commissioned 0.7 MnTPA Grey Cement grinding capacity at J.K.Cement Works, Balasinor, Gujrat and with this your Company has successfully completed its Grey Cement capacity expansion of 4.2 MnTPA comprising in Rajasthan (2 MnTPA), Uttar Pradesh (1.5 MnTPA) and Gujrat (0.7 MnTPA).

(c) successfully implemented additional installed capacity of 3 Lac Tonnes per annum of white cement based wall putty at J.K. White, Katni, M.P (''Katni'') and with this the installed capacity at JK Katni stands at 7 Lac Tonnes per annuam and your Company has achieved white cement based Wall Putty manufacturing capacity of

13.3 Lac Tonnes per annum

14. Personnel14.1 Industrial Relations

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

14.2 Particulars of Employees

** '' 8,45,256 is Median, Ratio is calculated on remuneration 2020-21

Particulars about other Non-Executive Directors.

14.3 Human Resources and Industrial Relations

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

Particulars about Key Managerial Personnel.
			Remuneration Paid in INR		% Increase in	Ratio/Tme per median of employee remuneration to Remuneration**
SN	Name	Designation	2020-21	2019-20	Remuneration from previous Year
1	Dr. Raghavpat Singhania	Managing Director	*9,01,14,537	1,62,04,773	456.09	107:1
2	Mr. Madhavkrishna Singhania	Dy. Managing Director and Chief Executive Officer	*8,20,88,975	1,26,26,202	550.15	97:1
3	Mr. Ajay Kumar Saraogi	Dy Managing Director and Chief Financial Officer	*7,30,53,257	2,92,15,616	150.05	86:1
4	Mr.Shambhu Singh	Company Secretary	72,97,020	61,57,782	18.5	9:1

*Remuneration includes Salary drawn during 1.4.20 to 16.6.20 as Chief Operating Officers and President (C/A) & CFO.

* Benefits does not include payment of contribution to Provident Fund and superannuation fund, which is exempted perquisite under applicable provisions of the Companies Act, 2013

			Remuneration Paid in ''		% Increase in
SN	Name	Designation	2020-21	2019-20	Remuneration from previous Year
1	Mrs. Sushila Devi Singhania	Non-Executive Non-Independent	28,75,000	10,75,000	167.44
2.	Mr. A. Karati	Non-Executive Independent	14,50,000	13,00,000	11.54
3.	Mr. J.N. Godbole	Non-Executive Independent	15,50,000	13,75,000	12.73
4.	Dr. K.B. Agarwal	Non-Executive Independent	17,75,000	17,25,000	2.90
5.	Mr. K.N. Khandelwal (Resigned w.e.f.17.06.2020	Non-Executive Non-Independent	75,000	15,50,000	-95.16
6.	Mr. Sudhir Jalan	Non-Executive Non-Independent	13,50,000	10,75,000	25.58
7.	Mr. Suparas Bhandari	Non-Executive Independent	15,00,000	14,50,000	3.45
8.	Mr. Paul Heinz Hugentobler	Non-Executive Non-Independent	1,22,99,529	1,19,46,000	2.96
9.	Mrs. Deepa Gopalan Wadhwa	Non-Executive Independent	14,25,000	12,25,000	16.33
10.	Mr. Ashok Sinha	Non-Executive Independent	13,75,000	12,00,000	14.58
11.	Mr. Saurabh Chandra	Non-Executive Independent	14,50,000	12,75,000	13.73
12.	Mrs. Kavita Y. Singhania (Joined on 31.08.20 and resigned w.e.f 20.01.2021)	Non-Executive Non-Independent Director	NIL	NIL	NA

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 Office. None of the employee listed in the said Annexure is a relative of any Director of the Company except Dr. Raghavpat Singhania, Managing Director and Mr. Madhavkrishna Singhania Dy. Managing Director and Chief Executive Officer. 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.

15. Significant and material order passed by the Regulator(s) or court(s)/matter of Emphasis

The Competition commission of India (CCI) vide its order dated 31.08.2016 imposed a penalty of '' 12,854 lacs on the Company. The Appeal was heard whereupon National Company Law Appellate Tribunal (NCLAT) vide order dated 25.07.2018 upheld CCI''s order. The Company has filed statutory appeal before the Hon''ble Supreme Court, which vide its order dated 5.10.2018 has admitted the appeal and directed that the interim order of stay passed by the Tribunal in this matter will continue for the time being. The Company, backed by legal opinion, believes that it has a good case and accordingly no provision has been made in the Audited Annual Report of 2020-21.

In a separate matter, CCI imposed penalty of '' 928 lacs vide order dated 19.1.2017 for alleged contravention of provision of Competition Act, 2002 by the Company. On Company''s appeal, NCLAT has stayed the operation of CCI''s order.

The matter is pending for hearing before NCLAT. Based on Legal opinion, the Company believes that it has a good case and accordingly, no provision has been made in the Audited Annual Report of 2020-21.

Members'' attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

16. Corporate Governance

A report on Corporate Governance along with the Practicing Company Secretary''s Certificate on its compliance, forms an integral part of this Report.

17. Public Deposits

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

18. 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.

19. Mitigation of risk

19A.Commodity price risk/foreign exchange risk and hedging activities:

20. Remuneration Policy

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

21. 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 IndAS. 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 MD and the DMD & CFO. The Related Party Transactions Policy as approved by the Board stands uploaded on the Company''s website at www.jkcement.com.

Sr. No.	Name of the Official	Designation
1.	Dr. Raghavpat Singhania (Appointed on 31.08.2020)	Managing Director
2.	Mr. Madhavkrishna Singhania (Appointed on 31.08.2020)	Dy. Managing Director & CEO.
3.	Mr. Ajay Kumar Saraogi (Appointed on 31.08.2020)	Dy. Managing Director & CFO
4.	Mr. Shambhu Singh	Company Secretary

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.

28. Statutory Auditor

At the 23^rd Annual General Meeting held on 29/07/2017, M/s S.R. Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E/ E300005) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 28^th Annual General Meeting. The requirement for the annual ratification of auditors'' appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017, notified on 7 May 2018.

The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

29. 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 2021-22 and has recommended their remuneration to the Shareholders for 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 2020-21 was filed with Ministry of Corporate Affairs.

30. Secretarial Audit

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Board has appointed M/s. Reena Jakhodia & Associates, Kanpur, Company Secretaries in Practice, as the Secretarial Auditor for conducting Secretarial Audit of the Company

22. 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 31 March 2021. 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 15 above read along with notes on accounts.

23. Internal Financial Controls and its Adequacy.

24. Directors and Key Managerial Personnel.

24.1 In accordance with the provisions of Section 152 of Companies Act, 2013 and the Company''s Articles of Association, Mr.Paul Heinz Hugentobler (DIN 000452691) 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

24.2 Cessations

Mr. Kailash Nath Khandelwal resigned from the post of Director with effect from 17.06.2020 due to personal reasons.

Mrs. Kavita Y. Singhania was appointed as an Additional Director in the category of

31.08.2020. She resigned from Directorship with effect from 20.01.2021 due to personal reasons.

24.3 Key Managerial Personnel

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

25. Meetings of the Board Of Directors

During the year 2020-21, 5 (five) 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.

26. 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 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.

27. 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;

31 March 2021, and of the statement of Profit and Loss and cash flow of the company for the period ended 31 March 2021;

iii) Proper and sufficient care has been taken

for the Financial Year ended 31 March 2021. The report of the Secretarial Auditor is attached as Annexure A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except as detailed in MR-3 annexed to this Report. The Company is in compliance with the Secretarial Standards, specified by the Institute of Company Secretaries of India (''ICSI'').

31. Reporting of Fraud

The Auditors of the company have not reported any fraud committed to the Company as specified under Section 143(12) of the Companies Act, 2013. Further, no case of fraud on the Company has been reported to the Management from any other sources.

32. 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 General Meetings.

33. 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 activities e.g.

Art, Culture, Community Welfare, Drinking Water, Sanitation, Education, Health, Rural Development, Eradicating Hunger/Poverty, COVID care. The Annual Report on CSR activities is annexed herewith as Annexure B.

34. Statutory Information34.1 Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

34.2 Annual Return

40. Other Disclosure

No disclosure or reporting is made with respect to

the following items, as there were no transactions

during the year under review:

â¢ Details relating to deposits that are covered under Chapter V of the Act.

â¢ The issue of equity shares with differential rights as to dividend, voting or otherwise.

â¢ The issue of shares to the employees of the Company under any scheme (sweat equity or stock options).

â¢ There is no change in the Share Capital Structure during the year under review.

â¢ The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees.

â¢ Managing Director, Dy. Managing Director & CEO and Dy. Managing Director & CFO has not received any salary/perquisite from any of its subsidiaries.

â¢ There was no revision in the financial statements.

â¢ There was no change in the nature of business.

34.3 Business Responsibility Reporting

The Business Responsibility Report for the year ended 31 March 2021 as stipulated under regulation 34 of the Listing Regulations is annexed as Annexure D and forms part of the Annual Report.

34.4 Management Discussion & Analysis (MDA) Statement

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

35. Transfer to Investor Education and Protection Fund

During the year, the Company has transferred a sum of '' 21,05,831/- which represents unclaimed dividend and 11,585 Equity Shares which represents unclaimed shares to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013.

36. Disclosures under the companies act, 2013 and Listing Regulations

36.1 Composition of Audit Committee

The Board has constituted the Audit Committee which as on 31.03.21 comprises of Dr. K.B.

Agarwal as the Chairman and Shri A. Karati, Shri J.N. Godbole, Shri Saurabh Chandra and Shri Ashok Sinha as members. More details about the committee are given in the Corporate Governance Report.

36.2 Policy on Sexual Harassment of women at workplace

The Company has zero tolerance towards sexual harassment at the workplace and towards this, 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 framed thereunder. All employees (permanent contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committee have also been set up at various locations to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

37.1 Independent Directors

and the Company''s Code of Conduct. The Board is of the opinion that the Independent Directors of the Company possesses requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, infrastructure, banking, insurance, financial services, investments, cement industries, petroleum, foreign affairs and they hold highest standards of integrity. Regarding proficiency, the Company ensured inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''MCA''). The Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors undertook online proficiency self-assessment test conducted by the IICA.

37.2 Familiarisation Programme for Independent Directors

The familiarisation program 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 familiarisation program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

38. Equal Opportunity by Employer

39. 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 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.

â¢ There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report.

41. Acknowledgements

Govt of Gujrat, 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

Dr. Raghavpat Singhania Madhavkrishna Singhania

Managing Director Dy. Managing Director & CEO

DIN: 02426556 DIN:07022433

Place: Kanpur

Dated: 12 June 2021

Mar 31, 2019

DIRECTORSâ REPORT

Dear Members,

The Directors have pleasure in presenting Companyâs Twenty Fifth Annual Report and Audited Financial Statements for the year ended 31^st March, 2019

1 FINANCIAL RESULTS

Rs,Lacs

Particulars	2018-19	2017-18
Gross Turnover	491919.04	470955.40
Profit before depreciation & tax	66793.84	62599.53
Less: Depreciation	19436.50	18626.77
Profit Before Tax	47357.34	43972.76
Tax Expense (Including deferred tax and tax adjustment of earlier years)	14867.80	9785.40
Profit After Tax	32489.54	34187.36
Add: Retained earnings at the beginning of the year	91463.67	69890.85
Transfer to Debenture Redemption Reserve	(87.60)	9.40
Dividend to Equity Shares (including tax thereon)	9315.10	8430
Balance to be carried forward	105672.09	91463.67

2 PERFORMANCE OF THE COMPANY

Your Companyâs performance during the year under report has overall improved. The Companyâs gross turnover increased by 4.5% to Rs,4919.19 Crore during the year compared to Rs,4709.55 Crore in previous year. Profit before Depreciation and Tax increased to 668 Crores compared to Rs,626 Crores.

3 PERFORMANCE OF THE SUBSIDIARY/JOINT VENTURE COMPANIES

The Company has three subsidiaries. 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 4416725 (equivalent to Rs,822.16 Lacs) for the year ended 31^st December, 2018 (Previous year net income of AED 1,501.675 equivalent to Rs,266.26 Lacs)

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 140,964,721 (Previous year AED 143,747,087). It recorded a loss of AED 37,235,407 (equivalent to Rs,6685.22 Lacs) for the year ended 31^st December, 2018 {Previous year a loss of AED 30,883,604 (equivalent to Rs,5567.40 Lacs)}

JK White Cement (Africa) Ltd. is second level step down subsidiary of the Company newly incorporated on 4^th November, 2018 in Republic of Tanzania. 99.90 % stake is held by JK Cement Works (Fujairah) FZC. It is engaged in the business of manufacturing/trading/import/export of all types of cement, wall putty other allied products, cement clinker, limestone, gypsum etc.

Jaykaycem (Central) Ltd, intends to set up grey cement manufacturing facilities, recorded a net profit of Rs,3.85 Lacs (previous year loss Rs,64.41 Lacs) for the year ended 31^st March, 2019.

JOINT VENTURE

During the year under report Bander Coal Company Private Limited has been liquidated.

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 Rs,10 per equity share (previous year Rs,10 per equity share) of face value of Rs,10 each aggregating to Rs,93.15 Crore (Previous Year Rs,84.30 Crore) for the financial year ended 31^st March, 2019

6. TRANSFER TO RESERVES

The Company proposes to transfer Rs,87.60 Lacs (previous year Rs,9.40 Lacs) from Debenture Redemption Reserve and Rs,10000 Lacs ( previous year Rs,6000 Lacs) to General Reserve during Financial Year 2018-19

7. SHARE CAPITAL

The paid up Equity Share Capital as at 31^st March, 2019 remained at Rs,77.27 Crores. During the period under report, your Company has issued 7341001 Nos of Equity Shares to QIBs by way of Qualified Institutional Placement and raised Rs,510.79 Crores which your Company utilised in terms of Placement Document except for idle surplus funds amounting to Rs,440.60 Crores not required for immediate, gainfully invested in liquid investments payable on demand of which Rs,255.60 Crores was outstanding as on 31.3.19.

8. FINANCE

During the year under report, your Company has availed a sum of Rs,130 Crores towards disbursement of term loans (previous year no such disbursement). However it repaid Rs,170.74 Crores (previous year Rs,241.46 Crore) towards Term Loan and NCD.

9. CREDIT RATING

Inspite of challenging cement industry scenario, CARE has reaffirmed your Companyâs rating as âCARE AAâ for long term bank facilities and âCARE A1 â for short term bank facilities.

10. PARTICULARS OF GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of 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 increased by 6.11% at 8.37 Million Tonne (compared to 7.89 Million Tonne last year) and sales increased by 6% at 8.36 Million Tonne (compared to 7.88 Million Tonne last year).

White Cement

Production of White Cement & Wall Putty increased by 7.31% at 12.62 Lac Tonne during the year compared to 11.76 Lac Tonne last year. Sale was also in tandem with production.

			Remuneration Paid		% increase in	Ratio to Remuneration
SN	Name	Designation	2018-19	2017-18	Remuneration from previous year	Ratio to Remuneration
1	Mr.Yadupati Singhania**	Chairman & Managing Director (KMP)	186032400	142382400	30.66 %	190:1
2	Mr.Ajay Kumar Saraogi**	President (Corporate Affairs)& Chief Financial Officer (KMP)	26070000	22652000	15.09%	27:1
3	Mr.Shambhu Singh	Asst. Vice President (Legal) & Company Secretary (KMP)	5335000	4541000	17.49%	5:1

"includes remuneration in AED from foreign subsidiary companies during the calendar year 2018.

12. PROJECTS OF THE COMPANY

Projects undertaken/completed

Your Companyâs brown field expansion at Mangrol, Chittorgarh, Rajasthan with split grinding unit in U.P. and Gujrat having total cement production capacity of 4.2 Million Tonne Per Annum at estimated cost outlay of Rs,2000 Crores is progressing at rapid pace.

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 and Remuneration of Managerial Personnel) Rules, 2014 throughout or part of the financial year under review is annexed separately marked as Annexure - E. 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 and 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

Particulars about Key Managerial Personnel including Chairman & Managing Director.

13.3 Human Resources and Industrial Relations

Particulars about other Non Executive Directors.

SN	Name		Remuneration Paid		% increase in Remuneration from previous year
SN	Name	Designation	2018-19	2017-18	% increase in Remuneration from previous year
1	Smt. Sushila Devi Singhania	Non Executive Non Independent	1500000	1426000	5.2
2	Shri A. Karati	Non Executive Independent	1225000	1200500	2
3	Shri J.N. Godbole	Non Executive Independent	1350000	1375875	-
4	Dr. K.B. Agarwal	Non Executive Independent	1725000	1651250	4.47
5	Shri K.N. Khandelwal	Non Executive Non Independent	1400000	1350750	3.6
6	Shri Raj Kumar Lohia	Non Executive Independent	1225000	1250875	-
7	Shri Suparas Bhandari	Non Executive Independent	1350000	1325625	2
8	Mr. Paul Heinz Hugentobler	Non Executive Non Independent	12060355	11863380	-
9	Mrs. Deepa Gopalan Wadhwa	Non Executive Independent	1075000	-	-

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) vide its order dated 31.8.2016 imposed a penalty of Rs,12,854 lacs on the Company. The Appeal was heard whereupon National Company Law Appellate Tribunal (NCLAT) vide order dated 25.7.2018 upheld CCIâs order. The Company has filed statutory appeal before the Honâble Supreme Court, which vide its order dated 5.10.2018 has admitted the appeal and directed that the interim order of stay passed by the Tribunal in this matter will continue for the time being. The Company, backed by legal opinion, believes that it has a good case and accordingly no provision has been made in the Audited Annual Report of 2018-19.

In a separate matter, CCI imposed penalty of Rs,928 lacs vide order dated 19.1.2017 for alleged contravention of provision of Competition Act, 2002 by the Company. On Companyâs appeal,

NCLAT has stayed the operation of CCIâs order.

Membersâ attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

15. CORPORATE GOVERNANCE

A report on Corporate Governance alongwith the Practising Company Secretaryâs 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.

18A. COMMODITY PRICE RISK/FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:

Your Company hedges its foreign currency exposure in respect of its imports and export receivables as per its laid down policies.

Your Company uses a mix of various derivatives instruments like forward covers, currency swaps, interest rates swaps or a mix of all. Your Company does not have material exposure of any commodity and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular No. SEBI/HO/ CFD/CMD1/CIR/P/2018/0000000141 dated 15^th November, 2018.

19. REMUNERATION POLICY

The Board of Directors and Nomination & Remuneration Committee, follows a policy 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 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 Companyâs website at www.jkcement.com.

21. AUDITORSâ 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 judgements 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 Companyâs state of affairs, profits and cash flows for the year ended 31^st March, 2019.

Auditorsâ 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 alongwith 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 Companyâs 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 Companyâs 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 Companyâs 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.

Mrs. Deepa Gopalan Wadhwa (DIN 07862942), Mr. Saurabh Chandra (DIN 02726077) and Mr. Ashok Sinha (DIN 00070477) were appointed as Additional Directors during the year are being confirmed/appointed as Non Executive Independent Directors for five consecutive years.

Mr. Achintya Karati (DIN 00024412),

Mr. Jayant Narayan Godbole (DIN 00056830), Mr. Suparas Bhandari (DIN 00159637),

Dr. Krishna Behari Agarwal (DIN 00339934) and Mr. Raj Kumar Lohia (DIN 00203659) were appointed as Non Executive Independent Directors by the Shareholders in the Annual General Meeting held on 26.7.2014 for five consecutive years and now since the said term would be expiring it is proposed to appoint all of them for another term. 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

SEBI (LODR) (Amendment) Regulation 2018 has inserted Regulation 17(1A) w.e.f. 1.4.2019 whereupon a Director crossed and/or would be crossing 75 years of age during tenure of Directorship requires approval of Shareholders by way of Special Resolution for continuing in the office. Accordingly, Mrs. Sushila Devi Singhania (DIN 00142549), Dr. K.B.Agarwal (DIN 00339934) and Mr. Kailash Nath Khandelwal (DIN 00037250) are seeking approval from Shareholders in order to continue in the Office w.e.f. 1.4.2019.

The term of Mr. Yadupati Singhania as Chairman and Managing Director would expire on 31.3.2020. Approval of Shareholders by way of Special Resolution is being sought for another term of three years w.e.f. 1.4.2020 as Managing Director.

23.2. Key Managerial Personnel

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

SN Name of the Official	Designation
Shri Yadupati Singhania	Chairman & Managing Director
Shri Ajay Kumar Saraogi	President (Corporate Affairs) & CFO
Shri Shambhu Singh	Asst. Vice President (Legal) & Company Secretary

24. MEETINGS OF THE BOARD OF DIRECTORS

During the year 2018-19, five 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

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. DIRECTORSâ 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 31^st March, 2019, and of the statement of Profit and Loss and cash flow of the company for the period ended 31^st March, 2019;

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

At the 23^rd Annual General Meeting held on 29/07/2017, M/s S.R. Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E/ E300005) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 28^th Annual General Meeting. As per amended provisions of Companies (Amendment) Act, 2017 the Board of Directors ratified appointment of M/s

S.R. Batliboi & Associates from conclusion of 25^th Annual General Meeting till 26^th Annual General Meeting. The Statutory Auditors have consented to the said appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 143(3)(g) of the Companies Act 2013 and the Companies (Audit and Auditors) Rules, 2014.

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 2019-20 and has recommended their remuneration to the Shareholders for 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 armâs length relationship with the company.

The Cost Audit Report for the financial year 2017-18 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 2018-19 . 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. Further, no case of Fraud has been reported to the Management from any other sources.

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 Companyâs 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 activities e.g. Art, Culture, Community Welfare, Drinking Water, Sanitation, Education, Health, Rural Development, Eradicating Hunger/Poverty. The Annual Report on CSR activities is annexed herewith as Annexure B.

33. STATUTORY INFORMATION

33.1Conservation 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 available at www.jkcement.com.

33.3 Business Responsibility Reporting

The Business Responsibility Report for the year ended 31^st March, 2019 as stipulated under regulation 34 of the Listing Regulations is annexed as Annexure D 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 Rs,7,03,326/- which represents unclaimed dividend and 27560 Equity Shares which represents unclaimed shares to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013.

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 thereunder. 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.

37. EQUAL OPPORTUNITY BY EMPLOYER

38. CAUTIONARY STATEMENT

Important factors that could influence the companyâs 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 Companyâs 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 : 18^th May, 2019 Chairman & Managing Director

Mar 31, 2018

DIRECTORSâ REPORT

Dear Members,

Your Directors have pleasure in presenting Companyâs Twenty Fourth Annual Report and Audited Financial Statements for the year ended 31st March, 2018

1. FINANCIAL RESULTS RsâLacs

Particulars	2017-18	2016-17
Gross Turnover	470955.40	4,32,784.00
Profit before depreciation & tax	62599.53	50,052.75
Less: Depreciation	18626.77	17,609.58
Profit Before Tax	43972.76	32,443.17
Tax Expense (Including deferred tax and tax adjustment of earlier years)	9785.40	11364.72
Profit After Tax	34187.36	21078.45
Add: Restated balance of retained earnings at the beginning of the year	69700.05	58,143.04
Add: Dividends on 3% cumulative preference shares	-	555.72
Transfer to General Reserve	6000.00	5,000.00
Transfer to Debenture Redemption Reserve	9.40	1,711
Dividend to Equity Shares (including tax thereon)	6733.02	3366.51
Balance to be carried forward	91144.99	69700.05

Your Companyâs performance during the year under report has overall improved. The Companyâs gross turnover increased by 8.82% to Rs, 4709.55 Crore during the year compared to Rs, 4327.84 Crore in previous year. Profit before Depreciation and Tax increased to Rs, 626.00 Crores compared to Rs, 500.53 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 Affairsâ notification of the Companies (Indian Accounting Standard) Rules, 2015 and the Annual Accounts of 2017-18, has been drawn in terms of provisions of the IndAS.

3. PERFORMANCE OF THE SUBSIDIARY/JOINT VENTURE COMPANIES

The Company has three subsidiaries and one joint venture Company as on March 31, 2018. 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 1,501,678 (equivalent to Rs, 266.26 Lacs) for the year ended 31st December, 2017 (Previous year loss of AED 27,522 equivalent to Rs, 30.28.lacs) 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 147,803,976 (Previous year AED 143,747,087) reflecting a growth 2.82% over the prior year. However, it recorded a loss of AED 30,883,604 (equivalent to Rs, 5567.40 Lacs) for the year ended 31st December, 2017 {Previous year a loss of AED 31,117,399 (equivalent to Rs, 4467.63.Lacs)} Jaykaycem (Central) Ltd, intends to set up grey cement manufacturing facilities, recorded a loss of Rs, 64.41 Lacs (previous year Rs, 3.14 Lacs) for the year ended 31st March, 2018

JOINT VENTURE

Bander Coal Company Private Limited recorded a net profit of Rs, 1.89 Lacs for the year ended 31st March, 2018 (Previous year profit of Rs, 1.17 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 Rs, 10 per equity share (previous year Rs, 8 per equity share) of face value of Rs, 10 each aggregating to Rs, 84.30 Crore (Previous Year Rs, 67.34 Crore) for the financial year ended 31st March, 2018 .

6. TRANSFER TO RESERVES

The Company proposes to transfer Rs, 9.40 Lacs (previous year Rs, 1710.65 Lacs) to Debenture Redemption Reserve and Rs, 6000 Lacs (previous year Rs, 5000 Lacs) to General Reserve during Financial Year 2017-18

7. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2018 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 not availed any disbursement of term loans (previous year Rs, 151.74 Crore). However it repaid Rs, 241.46 Crores (previous year Rs, 99.23 Crore) towards Term Loan and NCD.

9. CREDIT RATING

Inspite of challenging cement industry scenario, CARE has reaffirmed your Companyâs rating as âCARE AAâ for long term bank facilities and âCARE A1 â 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 increased by 16.53 % at 7.89 Million Tonne (compared to 6.77 Million Tonne last year) and sales increased by 15.98% at 7.88 Million Tonne (compared to 6.79 Million Tonne last year).

White Cement

Production of White Cement increased by 2 % at 5.56 Lac Tonne during the year compared to 5.44 Lac Tonne last year while production of value added product wall putty registered increase of 14% at 6.20 Lac Tonne during the year as compared to 5.43 Lac Tonne last year. Sale was also in tandem with production.

12. PROJECTS OF THE COMPANY

Projects undertaken/completed

Your Company undertaken a brown field expansion at Mangrol, Chittorgarh, Rajasthan with split grinding unit in U.P. and Gujrat having total cement production capacity of 4.2 Million Tonne Per Annum at estimated cost outlay of Rs, 2000 Crores.

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

Any member interested in obtaining such particulars may inspect and/or send the request to the Company at its Registered and 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

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:

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.

Particulars about Key Managerial Personnel including Chairman & Managing Director.

			Remuneration Paid		% increase in	Ration/Time
S.No. Name		Designation	2017-18	2016-17	Remuneration from previous year	per Median of employee Remuneration
1	Mr. Yadupati Singhania**	Chairman & Managing Director (KMP)	14,23,82,400	12,66,92,000	12.38%	242:1
2	Mr. Ajay Kumar Saraogi**	President (Corporate Affairs) & Chief Financial Officer (KMP)	2,34,55,160	1,97,34,000	18.85%	40:1
3	Mr. Shambhu Singh	Asst. Vice President (Legal) & Company Secretary (KMP)	50,36,784	38,15,000	32.02%	9:1

âincludes remuneration in AED from foreign subsidiary companies during the calendar year 2017.

Particulars about other Non Executive Directors.

S. No.	Name		Remuneration Paid		% increase in Remuneration from previous year
S. No.	Name	Designation	2017-18	2016-17	% increase in Remuneration from previous year
1	Smt. Sushila Devi Singhania	Non Executive, Non Independent	14,26,000	12,52,250	13.87
2	Shri A. Karati	Non Executive, Independent	12,00,500	11,76,875	2.00
3	Shri J.N. Godbole	Non Executive, Independent	13,75,875	12,27,125	12.12
4	Dr. K.B. Agarwal	Non Executive, Independent	16,51,250	14,78,375	11.69
5	Shri K.N. Khandelwal	Non Executive, Non Independent	13,50,750	12,02,000	12.38
6	Shri Raj Kumar Lohia	Non Executive, Independent	12,50,875	12,52,250	(-)0.10
7	Shri Suparas Bhandari	Non Executive, Independent	13,25,625	12,27,120	8.02
8	Mr. Paul Heinz Hugentobler	Non Executive, Non Independent	1,18,63,380	1,11,30,942	6.58
9	Shri Shyam Lal Bansal	Non Executive, Independent	1,050,375	10,26,125	2.36

13.3 Human Resources and Industrial Relations

The Company has a structured induction process at all locations. Objective appraisal systems based on Key Result

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

The Competition Commission of India (CCI) has imposed penalty of Rs, 12,854 lacs and Rs, 928 lacs in two separate orders dated 31.08.2016 and 19.01.2017 respectively for alleged contravention of provisions of the Competition Act 2002 by the Company. The Company has filed appeals with Competition Appellate Tribunal (COMPAT) against above orders. The appeals with COMPAT are transferred to National Company Law Appellate Tribunal (NCLAT) and appeals are being heard. NCLAT has stayed the CCI order in first matter on deposit of Rs, 656 lacs and hearing of appeal concluded, order reserved. In second matter, COMPAT has stayed the demand. The Company, backed by a legal opinion, believes that it has a good case.

Other than the aforesaid, there have been no significant and material orders passed by the courts or regulators or tribunals impacting the ongoing concern status and companyâs operations. However, membersâ attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

15. CORPORATE GOVERNANCE

A report on Corporate Governance along with the Auditorsâ 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

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 armâs 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 Companyâs 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 Companyâs website at www.jkcement.com.

21. AUDITORSâ REPORT

Auditorsâ 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

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

23.1 In accordance with the provisions of Section 152 of Companies Act, 2013 and the Companyâs Articles of Association, Shri K. N. Khandelwal (DIN 00037250) 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		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 2017-18 , five 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 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 DIRECTORSâ 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, 2018, and of the statement of Profit and Loss and cash flow of the company for the period ended 31st March, 2018;

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

At the 23rd Annual General Meeting held on 29/07/2017, M/s S.R. Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E/E300005) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 28th Annual General Meeting. As per amended provisions of Companies (Amendment) Act, 2017 the Board of Directors ratified appointment of M/s S.R. Batliboi & Associates from conclusion of 24th Annual General Meeting till 25th Annual General Meeting. The Statutory Auditors have consented to the said appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 143(3)(g) of the Companies Act 2013 and the Companies (Audit and Auditors) Rules, 2014.

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 2018-19 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 armâs length relationship with the company.

The Cost Audit Report for the financial year 2016-17 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 2017 -18 . 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

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)

During the period under report, the Company undertook various arts, cultural promotion activities, supporting activities e.g. Community welfare activities. The Annual Report on CSR activities is annexed herewith as Annexure B.

33. STATUTORY INFORMATION

1.1 Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

1.2 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. For details please click www.jkcement.com.

1.3 Business Responsibility Reporting

The Business Responsibility Report for the year ended 31st March, 2018 as stipulated under regulation 34 of the Listing Regulations is annexed as Annexure D and forms part of the Annual Report.

1.4 Management Discussion & Analysis (MDA) Statement

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

35. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred a sum of '' 11,94,049/- Lacs to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013 which represents unclaimed dividend.

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

36.1 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, Shri R.K. Lohia and Shri Shyam Lal Bansal as members. More details on the committee are given in the Corporate Governance Report.

36.2 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.

37. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

38. EQUAL OPPORTUNITY BY EMPLOYER

39. CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the companyâs 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 companyâs 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.

40. ACKNOWLEDGEMENTS

For and on Behalf of the Board

Yadupati Singhania

Place : Kanpur Chairman & Managing Director

Dated : 12^th May, 2018 DIN â 00050364

Mar 31, 2017

DIRECTORSâ REPORT

Dear Members,

The Directors have pleasure in presenting Companyâs 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 Companyâs performance during the year under report has overall improved. The Companyâs 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 Affairsâ 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 Companyâs rating as âCARE AA-â for long term bank facilities and âCARE A1 â 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).

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 companyâs 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.	â

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 (âCCIâ), 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 CCIâs Order your Company preferred Miscellaneous Application, stay petition and appeal before the Competition Appellate Tribunal (âCOMPATâ). 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 (âCCIâ), 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 CCIâs Order your Company preferred stay petition and appeal before the Competition Appellate Tribunal (âCOMPATâ) 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 CCIâs 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 Companyâs operations in future.

15. CORPORATE GOVERNANCE

A report on Corporate Governance along with the Auditorsâ 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.

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

21. AUDITORSâ REPORT

22. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

23.1 In accordance with the provisions of Section 152 of Companies Act, 2013 and the Companyâs 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. DIRECTORSâ 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 armâs 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)

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

37. EQUAL OPPORTUNITY BY EMPLOYER

38. CAUTIONARY STATEMENT

Statements in the Directors Report and the Management

Discussion and Analysis describing the companyâs 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 companyâs 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

For and on Behalf of the Board

Place : Kanpur Yadupati Singhania

Dated : 13 May, 2017 Chairman & Managing Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their Twentieth Annual Report and audited statements of accounts for the year ended 31st March, 2014.

1. Financial results

Rs./ Lacs

2013-14 2012-13

Gross Turnover 320171 334258

Profit before depreciation and tax 27024 46888

Less: Depreciation 13397 12826

Profit before Tax 13627 34063

Tax Expense (including deferred tax and tax adjustment of earlier years) 3924 10708

Profit After Tax 9703 23355

Add: balance brought forward from previous year 38620 27716

Less: Appropriation

Transfer to General Reserve 2000 6000

Transfer to Debenture Redemption Reserve 1632 1133

Dividend to Equity Shares (including tax thereon) 2454 5318

balance to be carried forward 42237 38620

2. Overall performance

Your Company''s performance during the year under report has remained marginal in terms of production, sales quantity as well as turnover.

The Company''s gross turnover remained Rs. 3202 Crore during the year compared to Rs. 3343 Crore in previous year. Profit before Depreciation & Tax achieved at Rs. 270 Crore compared to Rs. 469 Crore.

3. Consolidated Financial Statements

The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company viz. J.K. Cement (Fujairah) FZC and J.K. Cement Works (Fujairah) FZC is annexed and forms an integral part of this Report. Consolidated Financial Statements form part of the Annual Report and Accounts. In terms of General Circular nos.2/2011 and 22/2011 and board''s decision, attaching of the Audited balance Sheets as at 31st March, 2014 as required under Section 212 (8) of the Companies Act, 1956 in respect of the subsidiaries of the Company have been dispensed with. However, the requisite information for each subsidiary has been disclosed. The annual accounts of the subsidiary companies and the related detailed information will be made available to the investors of the Company seeking such information.

4. Dividend

your Directors are pleased to recommend dividend of Rs. 3.00 per share for the financial year ended 31st March, 2014 compared to Rs. 6.50 per share paid for the financial year ended 31st March, 2013.

5. Operations

Grey Cement

During the year under report, in respect of Grey Cement plants in Rajasthan and Karnataka production decreased by 6.08% at 5.34 Millon Tonne (compared to 5.68 Million Tonne last year) and sales by 4.95% at 5.36 Millon Tonne (compared to 5.64 Million Tonne last year).

White Cement

Production of White Cement increased by 8.17% at 4.75 Lacs Tonne during the year compared to 4.4 Lacs Tonne while production of value added product Wall Putty registered increase of 27.9%. Sale was also in tandem with production.

6. Projects of the company

Expansion initiatives

The work at the brown field Grey Cement expansion of 3 Million Tonne per annum with split grinding unit in Haryana is in advance stage of completion and will be commissioned as per the schedule. At J.K. Cement Works, Mangrol Clinker/Cement production and regular dispatch is expected by September, 2014. At J.K. Cement Works, Jharli, commercial dispatch is expected in June, 2014. During the year under report your Company decided to implement a White Cement based Wall Putty project of 2 Lac Tonne per annum capacity in Madhya Pradesh.

7. Projects of subsidiary/joint venture company in Hand

(a) Projects Under Subsidiary Company:

Cement plant at fujairah, UAE your company has implemented a Greenfield dual process cement plant having capability of producing either 0.6 Million Tonne of White cement or 1 Million Tonne of Grey Cement or a combination of both depending upon the market condition in GCC region, under the subsidiary, J.K Cement Works (Fujairah), FZC UAE, which is a Joint Venture Company with the Government of Fujairah Establishment. White Cement production has commenced in fourth Quarter of 2013-14. The quality of White Cement has been well accepted in the market.

(b) Project Under Joint Venture:

Captive coal block in maharashtra As reported earlier the Company was allocated a coal block jointly with two other allottees in Bander, Maharashtra. During the year, the Ministry of Coal, Govt. of India, issued an order for de-allocation of the Coal block. Bander Coal Company Pvt. Ltd., the joint venture Company incorporated by the allottees for mining of coal has fled an application for return of bank guarantee.

8. Finance

During the year under report your Company has raised Rs. 200 Crore through Secured non Convertible Debentures, availed net additional term loan ofRs. 998 Crore, from various banks and repaid Rs. 147.25 Crore.

9. Credit Rating

In spite of odd 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. Matter Of Emphasis

The Competition Commission of India (''CCI''), on the complaint fled by builders Association of India on the ground of alleged contravention of Competition Law, in Case no.29/2010 passed an Order dated 20.6.2012 imposing total penalty of Rs. 6307 Crore against Cement Manufacturers'' Association and 11 Cement Companies including Rs. 128.54 Crore on your Company. your Company has been advised by legal counsel that it has a good case and accordingly stay petition and appeal were preferred before the Competition Appellate Tribunal (''COMPAT''). COMPAT granted stay of penalty demand against deposit of 10% i.e. Rs.12.85 Crore. COMPAT is hearing the appeal(s). no provision in the books of account has been considered necessary by management.

11. Subsidiary Companies

A statement pursuant to Section 212 of the Companies Act, 1956 is annexed.

12. Corporate Governance

A report on Corporate Governance is enclosed as part of Annual Report Along with the Auditors'' Certificate on its compliance.

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 sub-section (2A) of Section 217 of the Companies Act, 1956 (corresponding Section 134 of the Companies Act, 2013) read with Companies (Appointment & Remuneration) Rules 2014 throughout or part of the financial year under review is annexed. 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.

14. Public Deposits

Your Company has not invited any deposits from public / shareholders in accordance with the Section 58A of the Companies Act, 1956 (corresponding Section 73 and 74 of the Companies Act, 2013).

15. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo.

Particulars with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and out go in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of board of Directors) Rules, 1988 (corresponding Section 134 of the Companies Act 2013) in respect of Cement plants are annexed and form part of the Report.

16. Auditors'' Report

Auditors'' Report to the shareholders does not contain any qualification.

17. Directors

Shri Kailash nath Khandelwal (DIN 00037250) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. During the year under report Shri Jagendra Swarup (DIN 00164708) was appointed as an Additional Director now being appointed/confirmed as an Independent Director for a term upto five consecutive years and to hold office till relevant Annual General Meeting as per provisions of Companies Act, 2013. Independent Directors Shri Achintya Karati (DIN 00024412), Shri Ashok Sharma (DIN 00057771), Shri Jayant narayan Godbole (DIN 00056830), Dr. K.B. Agarwal (DIN 00339934), Shri R.K. Lohia (DIN 00203659) and Shri Suparas Bhandari (DIN 00159637) have completed their first term and as per provisions of the Companies Act, 2013, they are to be appointed as Independent Directors for a term upto five consecutive years and to hold office till relevant Annual General Meeting. During the year Shri J.P. Bajpai (DIN 00005996), an Independent Director has relinquished from Directorship of the Company due to ill health. The board records its appreciation for the contribution rendered by Shri J. P. bajpai during his tenure.

18. Directors'' responsibility statement

The Directors conform that:

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

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) They have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) They have prepared the annual accounts on a going concern basis.

19. Auditors

M/s. P.L. Tandon & Co., Chartered Accountants, Kanpur, Auditors of the Company, will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in sub-section (Ib) of Section 224 of the Companies Act, 1956 (corresponding Section 139 read with Section 141 of the Companies Act, 2013). yo u are requested to consider their appointment.

20. Cost Auditors

Cost Audit records have been maintained in respect of Grey Cement and White Cement for the year 2013- 14. Pursuant to the directives of the Central Government and provisions of Section 233b of the Companies Act, 1956 (corresponding Section 148 of the Companies Act, 2013), qualified Cost Auditors have been appointed to conduct the cost audit of Cement units for the year 2014-15.

21. 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. During the period under report the

Company played a constructive role in infrastructural development of surrounding areas. Various sports and cultural events were organized at the Schools and also at all the plants. Technical education and training are imparted through Industrial Training Centres at nimbahera and Kanpur Emphasis was laid on creation of awareness amongst the villagers about the need to protect the environment. CSR activities carried out by the Company have strengthened the relationship with local people. During the year under report your Company constituted CSR Committee and drawn up Company''s CSR policy to plan and implement CSR activities as per provision of Companies Act, 2013

22. 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, 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

Dr Gaur Hari Singhania

Chairman

Place : Kanpur

Dated : 17th May 2014.

Mar 31, 2013

Dear Members,

The Directors Have Pleasure In Submitting Their Nineteenth Annual Report And Audited Statements Of Accounts For The Year Ended 31st March, 2013.

1. FINANCIAL RESULTS

Rs. In Lacs

2012-13 2011-12

Gross Turnover 334193 288351

Profit Before Depreciation And Tax 46888 41137

Less: Depreciation 12826 12558

Profit Before Tax 34063 28579

Tax Expense (Including Deferred Tax And 10708 10845 Tax Adjustment Of Earlier Years)

Profit After Tax 23355 17733

Add: Balance Brought Forward From 27716 20179 Previous Year

Less: Appropriation

Transfer To General Reserve 6000 5000

Transfer To Debenture Redemption 1133 1133 Reserve

Dividend To Equity Shares (Including Tax 5318 4063 Thereon)

Balance To Be Carried Forward 38620 27716

2. OVERALL PERFORMANCE

Your Company''s Performance During The Year Under Review Has Improved In Terms Of Production, Sales Quantity As Well As Turnover And Profitability.

The Company''s Gross Turnover Increased To Rs. 3342 Crore During The Year, Compared To Rs. 2883 Crore In The Previous Year. Profit Before Depreciation & Tax Achieved At Rs. 469 Crore, Compared To Rs. 411 Crore In The Previous Year.

3. CONSOLIDATED FINANCIAL , STATEMENTS

The Statement As Required Under Section 212 Of The Companies Act, 1956, With Respect To The Subsidiaries Of The Company Viz. J.K. Cement (Fujairah) Fzc And J.K. Cement Works (Fujairah) Fzc Is Annexed And Forms An Integral Part Of This Report. Consolidated Financial Statements Form A Part Of The Annual Report And Accounts. In Terms Of General Circular Nos.2/2011 And 22/2011 And Board''s Decision, Attaching Of The Audited Balance Sheets As At 31st March, 2013 As Required Under Section 212 (8) Of The Companies Act, 1956 In Respect Of The Subsidiaries Of The Company Have Been Dispensed With. However, The Requisite Information For Each Subsidiary Has Been Disclosed. The Annual Accounts Of The Subsidiary Companies And The Related Detailed Information Will Be Made Available To The Investors Of The Company Seeking Such Information.

4. DIVIDEND

Your Directors Are Pleased To Recommend Dividend Of Rs. 6.50 Per Share For The Financial Year Ended 31st March, 2013 Compared To Rs. 5 Per Share Paid For The Financial Year Ended 31st March, 2012.

5. OPERATIONS

Grey Cement

During The Year Under Review, In Respect Of Grey Cement Plants In Rajasthan And Karnataka, Production Increased By 6.89% At 5.68 Millon Tonnes (Compared To 5.32 Million Tonnes Last Year) And Sales By 6.15% At 5.66 Million Tonnes (Compared To 5.33 Million Tonnes Last Year).

White Cement

Production Of White Cement Increased By 16.69% At 4.4 Lac Tonnes During The Year, Compared To 3.77 Lac Tonnes In The Previous Year. While Value- Added Products Registered Increase Of 43.7%. Sale Was Also In Tandem With Production. Increase In Volume Of White Cement And Value-Added Products (Wall Putty) And Other Cost Cutting Measures Resulted In Higher Contribution During The Year, As Compared To The Previous Year.

6. PROJECTS OF THE COMPANY

Expansion Initiatives

During The Year Under Review Your Company Decided To Implement A Brownfield Grey Cement Expansion Of 3 Million Tonnes Per Annum By Setting Up New Production Line At The J.K. Cement Works, Mangrol With A Split Grinding Unit In Haryana At Jharli, Dist: Jhajjar And In This Regard Financial Closure Has Been Made. Orders For All Long Delivery Items And Auxiliaries Have Already Been Placed. Civil Work At Site Is In Full Swing. Barring Unforeseen Circumstances, The Management Expects To Implement The Project By The Second Quarter Of 2014-15.

7. PROJECTS OF SUBSIDIARY/JOINT , VENTURE COMPANY IN HAND

(A) Projects Under Subsidiary Company:

Cement Plant At Fujairah, UAE

Your Company Has Been Implementing A Greenfield Dual Process Cement Plant Having Capability Of Producing Either 0.6 Million Tonnes Of White Cement Or 1 Million Tonnes Of Grey Cement Or A Combination Of Both, Depending Upon The Market Condition In The Gcc Region, Under The Subsidiary, J.K. Cement Works (Fujairah) Fzc, Uae, Which Is A Joint Venture Company With The Government Of Fujairah Establishment. Work Is Progressing As Per The Schedule And The Management Expects To Implement The Project By The Fourth Quarter Of 2013-14.

(B) Project Under Joint Venture:

Captive Coal Block In Maharashtra

As Reported Earlier, A Joint Venture Company Viz. Bander Coal Company Private Limited (''The Jv Company'') Was Incorporated With Equity Contribution Of Other Two Companies. The Jv Company Had Filed Revised Mining Plan And Subsidence Prediction Report. Clearance From Ministry Of Environment & Forest Has Been Received With Certain Stipulations, Which Are Being Complied With By The Jv Company.

8. FINANCE

During The Year Under Review Your Company Has Availed Additional Term Loan Of Rs. 95 Crore From Various Banks And Repaid Rs. 149 Crore. On The Company''s Endeavours The Lenders Of Karnataka Term Loan Reduced The Rate Of Interest By 0.5% And For Cash Credit Limits Also, The Interest Rate Has Been Reduced By 1.25%. Considering The Size Of Operation, The Working Capital Limit Has Been Increased By Rs. 100 Crore (From Rs. 425 Crore To Rs. 525 Crore) By The Lenders At The Company''s Request.

9. CREDIT RATING

For Long-Term Bank Facilities Care Has Improved Your Company''s Rating From "Care A " To "Care AA-"And For Short-Term Bank Facilities, Care Has Reaffirmed "Care A1 " Rating .

10. 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 20th June, 2012, Imposing Total Penalty Of Rs. 6307 Crore Against Cement Manufacturers'' Association And 11 Cement Companies Including Rs. 128.54 Crore On Your Company. Your Company Has Been Advised By Legal Counsel That It Has A Good Case And Accordingly, Stay Petition And Appeal Were Preferred Before The Competition Appellate Tribunal Which, Have Been Heard And Order Reserved. No Provision In The Books Of Account Has Been Considered Necessary By Your Company.

11. SUBSIDIARY COMPANIES

A Statement Pursuant To Section 212 Of The Companies Act, 1956 Is Annexed.

12. CORPORATE GOVERNANCE

A Report On Corporate Governance Is Enclosed As Part Of The Annual Report Along With The Auditors'' Certificate On Its Compliance.

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 Sub-Section (2A) Of Section 217 Throughout Or Part Of The Financial Year Under Review Is Annexed. However, In Terms Of Provisions Of Section 219(1) (B)(Iv) Of The Act, The Annual Report, Excluding The Aforesaid Information, Is Being Sent To All The Members Of The Company. Any Member Interested In Obtaining Such Particulars May Send The Request To The Company At Its Registered Office.

14. PUBLIC DEPOSITS

Your Company Has Not Invited Any Deposits From Public/Shareholders In Accordance With The Section 58A Of The Companies Act, 1956.

15. 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 217(1) (E) Of The Companies Act, 1956 Read With The Companies (Disclosures Of Particulars In The Report Of Board Of Directors) Rules, 1988, In Respect Of Cement Plants, Are Annexed And Form Part Of The Report.

16. AUDITORS'' REPORT

Auditors'' Report To The Shareholders Does Not Contain Any Qualification.

17. DIRECTORS

Three Of Your Directors, Namely Shri Raj Kumar Lohia, Shri Achintya Karati And Shri Ashok Sharma, Will Retire By Rotation At The Ensuing Annual General Meeting And Being Eligible, Offer Themselves For Reappointment.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors Confirm That:

(I) In The Preparation Of The Annual Accounts, The Applicable Accounting Standards Have Been Followed And That No Material Departures Have Been Made From The Same;

(Ii) They Have Selected Such Accounting Policies And Applied Them Consistently And Made Judgments And Estimates That Are Reasonable And Prudent So, As To Give A True And Fair View Of The State Of Affairs Of The Company At The End Of The Financial Year And Of The Profit Of The Company For That Year;

(Iii) They Have Taken Proper And Sufficient Care For Maintenance Of Adequate Accounting Records In Accordance With The Provisions Of The Companies Act, 1956 For Safeguarding The Assets Of The Company And For Preventing And Detecting Fraud And Other Irregularities; And

(Iv) They Have Prepared The Annual Accounts On A Going Concern Basis.

19. AUDITORS

M/S. P.L. Tandon & Co., Chartered Accountants, Kanpur, Auditors Of The Company, Will Retire From Their Office At The Ensuing Annual General Meeting. They Are, However, Eligible For Re-Appointment. They Have Furnished A Certificate To The Effect That Their Appointment Will Be In Accordance With Limits Specified In Sub-Section (1b) Of Section 224 Of The Companies Act, 1956. You Are Requested To Consider Their Appointment.

20. COST AUDITORS

Cost Audit Records Have Been Maintained In Respect Of Grey Cement And White Cement For The Year 2012- 13. Pursuant To The Directives Of The Central Government And Provisions Of Section 233B Of The Companies Act, 1956, Qualified Cost Auditors Have Been Appointed To Conduct The Cost Audit Of Cement Units For The Year 2012-13.

21. 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 A School And Sir Padampat Singhania University, Udaipur, Imparting Value-Based Education To Students. During The Period Under Review The Company Played A Constructive Role In Infrastructural Development Of Surrounding Areas Viz. Construction/ Repairing Of Roads, Boundary Of Panchayat School Building And Mangrol Graveyard, Temples, Organised Medical Camp, Supplied Drinking Water. Various Sports And Cultural Events Were Organised At The Schools And Also At All The Plants. Technical Education And Training Are Imparted Through Industrial Training Centres At Nimbahera And Kanpur. Emphasis Was Laid On Creation Of Awareness Amongst The Villagers About The Need To Protect The Environment. Csr Activities Carried Out By The Company Have Strengthened Its Relationship With Local People.

22. 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, Central Govt. And Government Of Fujairah. The Board Also Thanks The Employees At All Levels For Their Dedication, Commitment And The Hard Work Put In By Them For The Company''s Achievements.

For And On Behalf Of The Board

Place : Kanpur Dr. Gaur Hari Singhania

Dated : 11th May, 2013 Chairman

Mar 31, 2012

The Directors have pleasure in submitting their eighteenth Annual Report and audited statements of accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

(Rs in lakhs)

2011-12 2010-11

Gross Turnover 254679 209435

Profit before depreciation and tax 41137 19641

Less: Depreciation 12558 11273

Profit Before Tax 28579 8368

Provision for Tax: - -

- Fringe Benefit Tax - -

- Current Tax 7033 1640

less: MAT Credit entitlement for current year plus tax - (-)1640 adjustments for earlier years

- earlier years tax 1991 (-) 547

- Deferred Tax 1821 2510

Profit After Tax 17733 6405

Add: Balance brought forward from previous year 37911.74 23586.26

less: Appropriation

Transfer to General Reserve 5000.00 650.00

Transfer to Debenture Redemption Reserve 1132.50 1132.50

Dividend on equity Shares (including tax thereon) 4063.56 1625.43

Balance to be carried forward 27715.68 20178.33

2. OVERALL PERFORMANCE

Your Company's performance during the year under report has improved in terms of production, sales quantity as well as turnover and profitability.

The Company's turnover increased to Rs 2547 Crores during the year compared to Rs 2094 Crores in previous year. Profit before Depreciation & Tax achieved at Rs 411 Crores compared to Rs 196 Crores.

3. CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company viz. J.K. Cement (Fujairah) FZC and J.K.Cement Works (Fujairah) FZC is annexed and form an integral part of this Report. Consolidated Financial Statements form part of the Annual Report and Accounts. In terms of General Circular Nos.2/2011 and 22/2011 and Board's decision, attaching of the Audited Balance Sheets as at 31st March, 2012 as required under Section 212 (8) of the Companies Act, 1956 in respect of the subsidiaries of the Company have been dispensed with. However, the requisite information for each subsidiary has been disclosed. The annual accounts of the subsidiary companies and the related detailed information will be made available to the investors of the Company seeking such information.

4. DIVIDEND

Your Directors are pleased to recommend dividend of Rs 5 per share for the financial year ended 31st March, 2012 compared to Rs 2 per share paid for the financial year ended 31st March, 2011.

5. OPERATIONS GREY CEMENT

During the year under report, in respect of grey cement plants in Rajasthan and Karnataka production increased by 3.2% at 5.32 Million Tons (compared to 5.15 Million Tons last year), despatches by 3.64% at 5.33 Million Tons (compared to 5.14 Million Tons last year) and sales by 4.17% at 5.33 Million Tons (compared to 5.11 Million Tons last year). The contribution during the year was comparatively higher.

White cement

Production of White Cement increased by 7.31% at 3.77 Lacs tonne during the year compared to 3.51 Lacs tonne while value added products registered increase of 26.68%. Sale was also in tandem with production. Increase in volume of white cement and value added products (wall putty) and other cost cutting measures resulted in higher contribution during the year as compared to previous year.

6. PROJECTS OF THE COMPANY EXPANSION INITIATIVES

Your Company is revisiting the size of proposed expansion plan at Mangrol, Rajasthan from earlier envisaged 3.5 Million Tons to around 2.5 Million Tons, on account of delay in allotment of new mining area to the Company. viability study for 2.5 Million Tons capacity plant is under preparation and a final decision will be taken during the course of the year.

7. PROJECTS OF SUBSIDIARY/JOINT VENTURE COMPANY IN HAND

(a) Projects under Subsidiary company: cement Plant at Fujairah, uAE

Your Company has now finalised the size of the plant and it is proposed to set up a Greenfield dual process cement plant having capability of producing either 0.6 Million Tons of White Cement or 1 Million Tons of Grey Cement or a combination of both depending upon the market condition in GCC region, under the subsidiary, J.K Cement Works (Fujairah) FZC, UAE, which is a Joint venture Company with the Government of Fujairah.

The Company has awarded the EPC contract for the plant and the work at site has already begun. The plant is expected to be on stream by 31st March, 2014.

The funding for the project has already been finalised and the loan agreement is likely to be executed within June, 2012.

(b) Project under Joint Venture: captive coal Block in Maharashtra

As reported earlier a Joint venture Company viz. Bander Coal Company Private limited ('the Jv Company') was incorporated with equity contribution of other two companies. The Jv Company had filed revised mining plan and subsidence prediction report. Clearance from

Ministry of environment & Forest has been received with certain stipulations which are being complied with by the Jv Company.

8. FINANCE

During the year under report your Company has completed repayment of the final instalment of Term loan of Rs 462.50 Crores availed in 2004 consequent upon which the personal guarantees extended and shares pledged by the Promoters for availing such loan has been released by the lenders. The Company, during the year, has availed additional term loan of Rs 49.96 Crores and repaid Rs 182.17 Crores. On Company's endeavour the lenders of Karnataka Term loan reduced the rate of interest by 0.5% and for Cash credit limits also the interest rate has been reduced by 0.5%. Considering the size of operation the Working Capital limit has been increased by Rs 100 Crores by the lenders.

9. CREDIT RATING

For long term bank facilities Care has maintained your Company's rating of "CARE A " and for short term bank facilities assigned "CARE A1 " rating.

10. SUBSIDIARY COMPANIES

A statement pursuant to Section 212 of the Companies Act, 1956 is annexed.

11. CORPORATE GOVERNANCE

A report on Corporate Governance is enclosed as part of Annual Report alongwith the Auditors' Certificate on its compliance.

12. PERSONNEL

12.1 INDUSTRIAL RELATIONS

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

12.2 PARTICULARS OF EMPLOYEES

List of employees getting salary in excess of the limits as specified under the provisions of sub-section (2A) of Section 217 throughout or part of the financial year under review is annexed. However, in terms of provisions of section 219(1)(b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such particulars may send the request to the Company at its Registered Office.

13. PUBLIC DEPOSITS

Your Company has not invited any deposits from public / shareholders in accordance with the Section 58A of the Companies Act, 1956.

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

Particulars with regard to Conservation of energy, Technology Absorption, Foreign exchange earnings and out go in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988 in respect of Cement plants are annexed and form part of the Report.

15. AUDITORS' REPORT

Auditors' Report to the shareholders does not contain any qualification.

16. DIRECTORS

Three of your Directors namely Shri Jayant Narayan Godbole, Shri Suparas Bhandari and Shri Kailash Nath Khandelwal will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

17. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the annual accounts on a going concern basis.

18. AUDITORS

M/s. P.L. Tandon & Co., Chartered Accountants, Kanpur, Auditors of the Company, will retire from their office at the ensuing Annual General Meeting.

They are, however, eligible for re-appointment.

They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in sub-section (IB) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

19. COST AUDITORS

Cost Audit records have been maintained in respect of Grey Cement and White Cement for the F.Y.2011-12. Pursuant to the directives of the Central Government and provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct the cost audit of Cement units for the F.Y.2011-12.

20. 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 Schools assisted by your Company provide education of high standard not only to the children of the Company's employees but also to the children of surrounding villages. Sir Padampat Singhania University, Udaipur, assisted by your Company, imparting value based education to students. various sports and cultural events were organised at the Schools and also at all the plants. Technical education and training are imparted through Industrial Training Centres at Nimbahera and Kanpur. emphasis was laid on creation of awareness amongst the villagers about the need to protect the environment. CSR activities carried out by the Company have strengthened the relationship with local people.

21. 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, Central Govt. and Government of Fujairah. The Board also thanks the employees at all levels for their dedication, commitment and hard work put in by them for Company's achievements.

For and on Behalf of the Board

Dr. Gaur Hari Singhania

CHAIRMAN

Place : Kanpur

Dated : 26th May 2012

Mar 31, 2011

The Directors have pleasure in submitting their Seventeenth Annual Report and audited statements of accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

Rs.Lacs

2010-11 2009-10

Gross Turnover 265208.80 224806.61

Profit before depreciation and tax 19651.05 39676.80

Less: Depreciation 11273.34 8550.94

Profit Before Tax 8377.71 31125.86

Provision for Tax:

- Fringe Benefit Tax

-Current Tax 1650.00 5303.00

Less: MAT Credit entitlement for current year plus tax adjustments for (-)2186.79 (-)5297.00 earlier years

- Deferred Tax 2510.00 8520.00

profit After Tax 6404.50 22599.86

Add: Balance brought forward from the previous year 17181.76 14489.48

Less: On amalgamation - (-)8.36

Less: Transfer to General Reserve 650.00 15000.00

Less: Transfer to Debenture Redemption Reserve 1132.50 -

Less: Dividend on Equity Shares (including tax thereon) 1625.43 4899.22

Balance to be carried forward 20178.33^ 17181.76

2. OVERALL PERFORMANCE

Your Companys performance during the year under report has improved both in terms of production, sales quantity as well as turnover. However, due to depressed market condition prevailed in overall cement industry the profitability have depleted.

The Companys turnover increased to Rs. 2652.09 Crore during the year compared toRs. 2248.07 Crore in previous year. Profit before Depreciation &Tax achieved at Rs. 196.51 Crore compared to Rs. 396.77 Crore inspite of increased volumes due to higher input cost and decrease in margin.

3. CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company viz. J.K.Cement (Fujairah) FZC and J.K.Cement Works (Fujairah) FZC is annexed and forms an integral part of this Report. Consolidated Financial Statements form part of the Annual Report and Accounts. In terms of General Circular Nos.2/2011 and 22/2011 and Boards decision, attaching of the Audited Balance Sheets as at March 31, 2011 as required under Section 212 (8) of the Companies Act, 1956 in respect of the subsidiaries of the Company have been dispensed with. However, the requisite information for each subsidiary has been disclosed. The annual accounts of the subsidiary companies and the related detailed information will be made available to the investors of the Company seeking such information.

4. DIVIDEND

Your Directors are pleased to recommend dividend ofRs. 2.00 per share for the financial year ended 31st March, 2011 compared to Rs. 6.00 per share paid for the financial year ended 31st March, 2010.

5 OPERATIONS

Grey Cement

During the year under report, production of grey cement in Rajasthan plants reduced by 7.3% at 3.68 Millon Tonnes as against 3.97 Million Tonnes during the pervious year, however taking together Rajasthan and Kamataka plant, production increased by 20% at 5.15 Million Tonnes compared to 4.29 Million Tonnes during pervious year. The contribution during the year was comparatively lower.

White Cement

Production of White Cement increased by 16.6% at 3.51 Lakh tonnes during the year compared to 3.01 Lakh tonnes while value added products registered increase of 55%. Sale was also in tandem with production. The contribution of both the products during the year was comparatively higher.

6. PROJECTS OF THE COMPANY

EXPANSION INITIATIVES

Your Company in its effort to add capacity has already proposed implementation of expansion of Grey Cement in North India. Now, it has been finalized to set up a brownfield cement project of capacity of 3.5 MnTPA through an integrated unit of 8000 tpd clinker production at existing J.K.Cement Works, Mangrol site and a split located grinding unit at Jhajhar, Haryana in North India. The combined grinding capacity at integrated unit and split unit would be 4 MnTPA. The cost of the project is now estimated at Rs. 2326.65 Crore including captive power plant of 35 MW and Waste Heat Recovery Plant of 15 MW. The Company has already purchased land at Jhajhar and applied for lease of new limestone mining area close to Mangrol site. Work at site is likely to start in October, 2011 and tentative schedule for completion is December, 2014

7. PROJECTS OF SUBSIDIARY/JOINT VENTURE COMPANY IN HAND

(a) Projects under Subsidiary Company:

Cement Plant at Fujairah, UAE As reported last your Company had taken up establishment of a green field Grey Cement Plant in free trade zone at Fujairah, U.A.E. under its subsidiary, J.K.Cement Works (Fujairah) FZC, U.A.E. which is a joint venture company with Fujairah Investment, an undertaking of Government of Fujairah holding 10% equity. However, in view of change in business scenario in U.A.E, the Company is now planningto set up a small size plant of white cement convertible into Grey Cement to produce grey and white cement both according to the market demand. The project report for the same is under preparation. After finalization of the report, proposal for funding would be taken up with the Banks who have shown interest to fund the project.

(b) Project under Joint Venture:

Captive Coal Biock in Maharashtra As reported earlier a Joint Venture Company viz. Bander Coal Company Private Limited (the JV Company) was incorporated with equity contribution of other two companies. The JV Company had filed application for grant of Mining Lease for extraction of Coal over an area of 1604.67 Hectare area in Distt. Chandrapur, Maharashtra. Steps for preparation of amended Mining Plan and other approvals including forest clearance has also been initiated.

8. FINANCE

Duringtheyear under report your Company has availed additional Term Loan ofRs. 101.59 Crores and repaid Rs. 199.30 Crores. To augment long term finance, your Company also issued Secured Redeemable (redeemable in 7th, 8th, 9th and 10th years) Non Conventible Debentures ofRs. 400 Crore on private placement basis.

9. CREDIT RATING

For long term bank facilities CARE has maintained your Companys rating of "CARE A+" and for short term bank facilities assigned "PR1+" rating.

10. SUBSIDIARY COMPANIES

A statement pursuant to Section 212 of the Companies Act, 1956 is annexed.

11. CORPORATE GOVERNANCE

A report on Corporate Governance is enclosed as part of Annual Report alongwith the Auditors Certificate on its compliance.

12. PERSONNEL

12.1 INDUSTRIAL RELATIONS

The industrial relations duringthe period under review generally remained cordial at all Cement plants.

12.2 PARTICULARS OF EMPLOYEES

List of employees getting salary in excess of the limits as specified under the provisions of sub- section (2A) of Section 217 throughout or part of the financial year under review is annexed. However, in terms of provisions of section 219(1) (b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such particulars may send the request to the Company at its Registered Office.

13. PUBLIC DEPOSITS

Your Company has not invited any deposits from public / shareholders in accordance with the Section 58A of the Companies Act, 1956.

14. CONSERVATION Of ENERGY, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and out go in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988 in respect of Cement plants are annexed and form part of the Report.

15. AUDITORS* REPORT

Auditors Report to the shareholders does not contain any qualification.

16. ABRIDGED BALANCE SHEET

The Company shall be sending Abridged Balance Sheet to all its members as permitted by SEBI guidelines dated 26th April, 2007. Full Balance Sheet shall be placed on Companys Website. Members, who are desirous of getting full Balance Sheet may send their request to the Company Secretary at the Registered Office address of the Company.

17. DIRECTORS

The Board of Directors have reappointed Shri Yadupati Singhania as Managing Director & CEO at its meeting held on 28th May, 2011, for a period of 5 years w.e.f. 1st April, 2012 on the terms and conditions enumerated in the resolution being put for your approval.

Three of your Directors namely Shri Ashok Sharma, Dr. K.B.Agarwal and Shri J.P.Bajpai will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment..

18. DIRECTORS RESPONSIBILITY STATEMENT The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

19. AUDITORS

M/s. P.L. Tandon & Co., Chartered Accountants, Kanpur, Auditors of the Company, will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in sub-section (IB) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

20. COST AUDITORS

Cost Audit records have been maintained in respect of Grey Cement and White Cement for the year 2010-11. Pursuant to the directives of the Central Government and provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct the cost audit of Cement units for the year 2010-11.

21. 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 Kamataka and Central Govt. The Board also thanks the employees at all levels for their dedication, commitment and hard work put in by them for Companys achievements,

FOR AND ON BEHALF OF THE BOARD

Gaur hari singhania

CHAIRMAN Place : Kanpur.

Date : 28th May2011

Mar 31, 2010

The Directors have pleasure in submitting their Sixteenth Annual Report and audited accounts for the year ended 31st March, 2010.

Financial Results Rs./Lacs 2009-10 2008-09 Gross Turnover 224806.61 187645.39 Profit before depreciation and tax 39676.80 28638.28 Less: Depreciation 8550.94 5242.22 Profit Before Tax 31125.86 23396.06 Provision for Tax: - Fringe Benefit Tax - 196.50 - Current Tax 5303.00 5568.00 Less: MAT Credit entitlement - 15297.00 - Deferred Tax 8520.00 3397.16 Profit After Tax 22599.86 14234.40 Add: Balance brought forward from the previous year 14489.48 13118.47 Less:On amalgamation - 8.36 Less: Transfer to General Reserve 15000.00 10000.00 Less: Dividend on Equity Shares (including tax thereon) nterim Dividend 2045.28 Final Dividend 2853.94 4899.22 2863.39 Balance to be carried forward 17181.76 14489.48

2) Overall Performance

The year 2009-10 saw improvement in your Companys performance on all important fronts, including production, sales, turnover and profitability. This has strengthened your Companys financials across all parameters.

The Companys turnover increased to Rs. 2248.07 Crores during the year compared to Rs. 1876.45 Crores in previous year. Profit before Deprecation & Tax ncreased to Rs. 396.77 Crores compared to Rs. 286.38 Crores due to increase in net sales realization, increased volumes and lower input cost mainly of petcoke and flyash.

3) Consolidated Financial Statements

The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company viz. J.K.Cement (Fujairah) FZC and J.K.Cement Works (Fujairah) FZC is annexed and forms an integral part of this Report. Consolidated Financial Statements form part of the Annual Report and Accounts. In terms of the approval of the Central Government accorded under Section 212 (8) of the Companies Act, 1956 the Audited Balance Sheets as at 31st March, 2010 in respect of the subsidiaries of the Company have not been attached to the Balance Sheet of the Company. However, the requisite information for each subsidiary has been disclosed. The annual accounts of the subsidiary companies and the related detailed information will be made available to the nvestors of the Company/subsidiary companies seeking such information.

4) Dividend

Your Directors declared an interim dividend of Rs.2.50 per share and are pleased to recommend a final dividend of Rs.3.50 per share (total dividend of Rs.6.00 per share) for the financial year ended 31.3.2010 compared to Rs.3.50 per share paid for the financial year ended 31.3.2009.

5) Operations

Grey Cement

During the year under review, production of grey cement in Rajasthan plants increased by 4.52% at 3.97 Million Tonnes as against 3.80 Million Tonnes during the previous year. Commercial despatches from the

Karnataka plant also started from the 24th October 2009. This ensured that the total production of grey cement in 2009-10 increased to 4.29 Million Tonnes, a growth of 12.78% compared to the previous year. The contribution during the year too, was comparatively higher.

White Cement

Production of White Cement increased by 20.59% at 3.01 Lac tonnes during the year compared to 2.50 Lac tonnes previous year. The value added products registered increase of 44.6%. Sales also were in line with the increase in production. The contribution of both the products during the year was comparatively higher. J.K. White Cement Works, Indias first limestone based White Cement plant celebrated its 25th anniversary.

6) Projects Of J.K. Cement Ltd.

a) Project Commissioned

During the year under review, the 3 Million Tonnes Per Annum capacity green field grey cement

plant at Mudhol in the state of Karnataka has been commissioned. Out of the total cost outlay of Rs.864-.16 crores (including the cost of 50 MW captive power plant), Rupee Term Loan of Rs. 615 Crores has been contributed by the consortium of Bankers led by IDBI Bank Ltd and the balance Rs. 249.16 Crores has been contributed by the Company. The commercial despatches commenced from 24th October, 2009.

b) Expansion Initiatives

Your Company is striving to add capacity by undertaking Greenfield projects and expansions. It has been decided to undertake expansion of Grey Cement at existing site with capacity of 2.2 Million tonnes perannum and an additional 1.8 Million tonnes capacity grinding facility at split location in North India. The cost of expansion is estimated at Rs.1500 Crores including captive power plant. The tentative schedule for completion is September, 2012.

7) Projects Of Subsidiary/Joint Venture Company In Hand

a) Projects under Subsidiary Company

Cement Plant at Fujairah, UAE

Your Company has taken up establishment of a greenfield Grey Cement Plant in free trade zone at Fujairah, U.A.E. under its subsidiary, J.K.Cement Works (Fujairah) FZC, U.A.E. which is a joint venture company with Fujairah Investment, an undertaking of Government of Fujairah holding 10% equity. In view of change in business scenario in UAE, the revised layout of the subsidiary company has been drawn to set up 1.7 MTPA capacity in Phase - I with scope for further expansion. Study for re-assessment of market scenario and project cost etc. is being done. Meanwhile, leveling work of plant site is completed and Environmental clearance has also been obtained. The proposal for project funding is pending with UAE Banks due to the liquidity crisis.

b) Project under Joint Venture

Captive Coal Block in Maharashtra

During the year under report a Joint Venture Company viz. Bander Coal Company Private Limited (the JV Company) has been incorporated.

Your Company jointly with other two Companies contributed to the equity. The JV Company has filed application for grant of Mining Lease for extraction of Coal over an area of 1604.67 Hectare in Distt. Chandrapur, Maharashtra. Steps for preparation of Mining Plan and other approvals including forest clearance has also been initiated.

8) Finance

During the year under report your Company has availed additional Term Loan of Rs. 103.82 Crores and repaid Rs. 123.88 Crores. Further, Working Capital limits have been increased from Rs. 150 Crores to Rs. 325 Crores ncluding Rs. 110 Crores for Karnataka Plant.

9) Credit Rating

For long term bank facilities CARE has upgraded your Companys rating from "CARE A" to "CARE A+" and for short term debt obligation CARE assigned "PR1+" rating. This improvement in rating will enable the Company to negotiate with Bankers for better rates of nterest keeping in view BASEL II norms.

10) Subsidiary Companies

A statement pursuant to Section 212 of the Companies Act, 1956 is annexed.

11) Merger

During the period under report, the HonÃble High Court of judicature at Allahabad vide Order dated 4th August, 2009 sanctioned the Scheme of Amalgamation whereupon the erstwhile Jaykaycem Ltd (wholly owned subsidiary) stands merged with the Company. The said order was filed with Registrar of Companies on 24.8.09

12) Corporate Governance

A report on Corporate Governance is enclosed as part of this Annual Report along with the AuditorsÃ Certificate on its compliance.

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 sub- section (2A) of Section 217 throughout or part of the financial year under review is annexed. However, in terms of provisions of section 219(1)(b)(iv) of the Act, the Annual Report excluding the aforesaid nformation is being sent to all the members of the Company. Any member interested in obtaining such particulars may send a request to the Company at its Registered Office.

14) Public Deposits

Your Company has not invited any deposits from public / shareholders in accordance with the Section 58A of the Companies Act, 1956.

15) Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo.

Particulars with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and out go in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the

Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988 in respect of Cement plants are annexed and form part of the Report.

16) AuditorsÃ Report

AuditorsÃ Report to the shareholders does not contain any qualification.

17) Abridged Annual Report

The Company shall be sending Abridged Annual Report, containing Abridged Financial Statements to all its members as permitted by SEBI guidelines dated 26.04.2007. The complete balance sheet shall be available on the CompanyÃs website www.jkcement.com Members, who are desirous of obtaining the full Balance Sheet may send their request to the Company Secretary at the Registered Office address of the Company.

18) Directors

Three of your Directors namely Shri K. N. Khandelwal, Shri Raj Kumar Lohia and Shri Achintya Karati will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. .

19) DirectorsÃ Responsibility Statement

The Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) they have prepared the annual accounts on a going concern basis.

20) Auditors

M/s. P.L. Tandon & Co., Chartered Accountants, Kanpur, Auditors of the Company, will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in sub-section (IB) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

21) Cost Auditors

Cost Audit records have been maintained in respect of Grey Cement and White Cement for the year 2009-10. Pursuant to the directives of the Central Government and provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct the cost audit of Cement units for the year 2009-10.

22) Acknowledgements

Your Directors wish to place on record their appreciation for the valuable support received by your Company from Banks, Government of Rajasthan, Government of Karnataka and the Central Government. The Board also thanks the employees at all levels for their dedication, commitment and hard work put in by them for CompanyÃs achievements.

FOR AND ON BEHALF OF THE BOARD GAUR HARI SINGHANIA Chairman Place : Kanpur Dated: May 29, 2010.

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