|The Directors take pleasure in presenting the Eightieth Annual Report
together with the audited accounts for the year ended December 31,
2015. The Management Discussion and Analysis has also been incorporated
into this report.
1. FINANCIAL RESULTS
Rs, Crore Rs, Crore
2015 2014 2015 2014
Revenue from Operations
(Net) and other income 11,916.94 11,995.42 11,916.18 12,006.49
Profit Before Tax (PBT) 765.53 1,119.54 783.97 1,135.20
Provision for Tax 189.98 (31.13) 192.40 (33.09)
Profit After Tax (PAT) 587.60 1,161.82 591.57 1,168.29
Balance brought forward
from previous year 4,433.04 4,158.74 4,456.64 4,175.87
Profit available for
Appropriations 5,020.64 5,320.56 5,048.21 5,344.16
Dividend 206.52 281.62 206.52 281.62
Equity Dividend 112.65 356.72 112.65 356.72
Tax on Equity Dividends 64.97 119.18 64.97 119.18
Transfer to General
Reserve 30.00 130.00 30.00 130.00
Surplus carried to the
next year's account 4,606.50 4,433.04 4,634.07 4,456.64
2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
Consolidated income, comprising Revenue from Operations (Net) and other
income for the year was Rs, 11,916.94 crore, 1% lower as compared to Rs,
11,995.42 crore in 2014.
Total consolidated Revenue from Operations (Net) increased to Rs,
11,797.16 crore from Rs, 11,738.79 crore in 2014.
Other Operating Revenue
Other operating revenue for the year ended December 31, 2015 includes Rs,
139.74 crore being accrual of sales tax incentives at Chaibasa Plant,
in the State of Jharkhand pertaining to the period August 2005 to March
Other income reduced due to lower cash and cash equivalent on account
of utilization of funds for various capex projects as compared to the
previous year. Average rate of return on investment was also lower as
compared to the previous year.
Finance costs decreased mainly due to reduction in interest on income
tax by Rs, 12.87 crore.
Depreciation and Exceptional Items
Pursuant to the provisions of Schedule II of the Companies Act, 2013
(hereinafter referred to as "the Act") becoming applicable to the
Company w.e.f. January 1, 2015, the Company has reviewed and where
necessary, revised estimates of the useful life of fixed assets.
Accordingly, an additional charge of Rs, 164.45 crore, being the carrying
amount as of January 1, 2015 of the fixed assets with no remaining
useful life (as revised) as of that date, is recognized in the year
ended December 31, 2015 and has been disclosed as an exceptional item.
With this change the current year's depreciation is
also higher by Rs, 111.81 crore.
Consolidated Profit Before Tax
Consolidated profit before tax for the year was Rs, 765.53 crore as
compared to Rs, 1,119.54 crore in 2014.
Consolidated Profit After Tax
Consolidated Profit after Tax for the year was Rs, 587.60 crore as
compared to Rs, 1,161.82 crore in 2014.
In the previous year, on completion of assessments and review of
certain tax positions, an amount of Rs, 309 crore had to be written back,
whereas no such write backs were necessary in 2015.
In the year under review, as stated above, an additional depreciation
charge of Rs, 181 crore (net of tax) was made on account of change in
useful life of fixed assets in accordance with the provisions of
Schedule II of the Act.
There are no material changes or commitments affecting the financial
position of the Company, which have occurred between the end of the
calendar year and the date of this Report.
Your Directors are pleased to recommend a final dividend of Rs, 6/- per
equity share of Rs, 10 each. The Company had distributed an interim
dividend of Rs, 11/- per equity share of Rs, 10 each in July 2015. The
total dividend for the year ended December 31, 2015 would accordingly
be Rs, 17/- per equity share of Rs, 10 each as compared to Rs, 34/- per
equity share of Rs, 10 each. The total outgo for the current year amounts
to Rs, 384.14 crore, including dividend distribution tax ofRs, 64.97 crore
as against Rs, 757.52 crore including dividend distribution tax of Rs,
119.18 crore in the previous year.
A general slowdown in the cement industry impacted the performance of
the Company. This, coupled with a provision for higher depreciation, as
explained in the previous paragraph, led to lower profits and reduced
Earnings Per Share. Consequently, dividend for the year is recommended
at a lower rate as compared to the previous year. However, the dividend
payout ratio has been maintained at previous year's level at 65% of
the Profit After Tax (PAT) for the year 2015.
During the year, the unclaimed dividend pertaining to the 70th Final
Dividend for the year ended December 31, 2007 and the 71st Interim
Dividend for the year ended December 31, 2008 aggregating Rs,2.16 crore
were transferred to the Investor Education & Protection Fund after
sending due reminders to the shareholders.
4. TRANSFER TO RESERVES
The Company proposes to transfer an amount of Rs, 30 crore to the General
Reserves. An amount of Rs, 4,606.50 crore is proposed to be retained in
the Consolidated Statement of Profit and Loss.
5. SHARE CAPITAL
The paid up Equity Share Capital as on December 31, 2015 was Rs, 187.95
crore. The Company has neither issued shares with differential rights
as to dividend, voting or otherwise nor issued shares (including sweat
equity shares) to the employees or Directors of the Company, under any
Scheme. As on December 31, 2015, none of the Directors of the Company
hold shares or convertible instruments of the Company.
No disclosure is required under Section 67(3)(c) of the Act, in respect
of voting rights not exercised directly by the employees of the Company
as the provisions of the said Section are not applicable
6. FINANCIAL LIQUIDITY
The Company's cash and cash equivalent as at December 31, 2015 was Rs,
1,389 crore. The Company continues to focus on judicious management of
its working capital. Receivables, inventories and other working capital
parameters were kept under strict check through continuous monitoring.
7. CREDIT RATING
CRISIL, a reputed Rating Agency, has reaffirmed the highest credit
rating of CRISIL AAA/ STABLE for long term and CRISIL A1 for short
term financial instruments of the Company.
The Company had discontinued its fixed deposit scheme in the financial
year 2001-2002. Despite sustained efforts to identify and repay
unclaimed deposits, the total amount of fixed deposits matured and
remaining unclaimed with the Company as on
December 31, 2015 was Rs, 0.02 crore. The Company has not accepted
deposits from the public falling within the ambit of Section 73 of the
Act, and the Rules framed there under.
9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act, are given in the notes to the
10. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company for the calendar
year 2015 are prepared in compliance with the applicable provisions of
the Act, Accounting Standards and as prescribed by Securities and
Exchange Board of India (SEBI) under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
'the SEBI Regulations'). The consolidated financial statements have
been prepared on the basis of the audited financial statements of the
Company, its subsidiaries, joint venture and associate companies, as
approved by their respective Boards of Directors.
Pursuant to the provisions of Section 136 of the Act, the Financial
Statements of the Company, the Consolidated Financial Statements along
with all relevant documents and the Auditors' Report thereon form part
of this Annual Report. The Financial Statements as stated above are
also available on the website of the Company and can be accessed at the
we blink http://www.acclimited.com/newsite/ finance/an
11. CONTINUANCE OF THE EXISTING FINANCIAL YEAR
Pursuant to a favorable Order from the Company Law Board, the Company
will continue to have the calendar year (1st January - 31st December)
as its financial year, in respect of itself as well as its
12. ECONOMIC SCENARIO AND OUTLOOK
As compared to many other countries, India enjoyed relative macro
economic stability in 2015.
Last year, Government realigned its methodology for compiling the
country's GDP using value added data that makes it closer to accepted
international practice. Based on this, India's economic growth in the
calendar year 2015 is estimated to have risen to 7.5% as compared to
the previous year 2014, making it among the world's fastest growing
The rate of inflation, as per the wholesale price index, maintained its
year-long negative trend and showed a decline of (-)2.8% as compared
to the previous year's rate of inflation of 3.9%. This was on account
of a high base rate effect and other factors such as the sharp fall in
global oil and commodity prices, sluggish domestic demand conditions
and some softening of food prices.
Notwithstanding some slackening in the last quarter, manufacturing
growth in 2015 was strong at 7.5% as compared to 6% growth in 2014,
although there was some loss of steam in certain sectors. This spurt in
manufacturing resulted in higher industrial production and revival in
urban consumer demand. However, the spurt in manufacturing activity
did not translate into growth in the construction sector which was
lower by 3.7% as compared to 2014. In turn, the cement sector also
experienced dampened growth in cement production of 2% in 2015 as
compared to the preceding year, the slowest in the last decade.
With a second consecutive year of a weak monsoon and unseasonal rains,
agricultural growth and rural demand remained muted in 2015.
Official estimates for GDP growth expected in the fiscal year 2015-2016
is of the order of 7.6%. Disregarding some sect oral imbalances, the
outlook for India's national economy in calendar year 2016 and beyond
shows a strong emerging potential. It is expected that GDP growth in
2016 would be more positive, amid expectations of higher investments in
infrastructure and industry. This would drive overall growth, generate
incomes and lower inflation rate.
13. CEMENT INDUSTRY - OUTLOOK AND OPPORTUNITIES
The Indian Cement Industry has an installed capacity of Rs. 72 million
tonnes per annum while domestic consumption of cement in 2015 was ~271
million tonnes. As already indicated, cement consumption grew at the
rate of 2% in the calendar year 2015, the slowest rate of growth in a
decade. As a result, the cement market in the country remained very
Consistent with the positive outlook for the Indian
economy, we foresee a similar revival in demand for cement and
concrete. Signs of increased construction activity have been witnessed
in industrial and commercial segments as well as from mass housing and
mid-income housing schemes across the country. Besides this, there are
healthy indicators of an uptrend in demand for cement and concrete from
projects such as concrete roads, flyovers & bridges, power plants,
irrigation schemes, ports, railways and metro rail projects.
Overall cement demand in the calendar year 2016 is estimated to grow at
a rate faster than the preceding year, if supported by a faster pace of
infrastructure development, housing and industrial growth. Consumption
could pick up well beyond 6% if investments in infrastructure
development and ambitious projects such as "Make in India", Smart
Cities Mission, Atal Mission for Rejuvenation & Urban Transformation
(AMRUT), and Housing For All (including low cost housing) are
accelerated. Demand in the housing sector may be stimulated with a
gradual reduction in interest rates, wider supply of affordable
housing, tax benefits and an increase in disposable incomes and
14. CEMENT BUSINESS - PERFORMANCE
20151 2014 Change %
Production - million 23.84 24.24 -1.7
Sales Volume - million 23.62 24.21 -2.4
Net Sale Value (Rs,crore) 10,652.60 10,842.82 -1.8
Operating EBITDA 1,482.88 1,473.13 0.7
Operating EBITDA 13.92 13.59
14.1 Sales Volume & Pricing
Cement sales volume in 2015 was 23.62 million tonnes as compared to
24.21 million tonnes in 2014, a decrease of 2.4%. Sales volume was
impacted mainly in the Eastern region where production at Chaibasa and
Bargarh was constrained on account of temporary suspension of mining
operations during the earlier part of the year on account of regulatory
During the year, the sales volume of the Company's premium products
increased to 2.3 million tonnes in 2015 as compared to 2.1 million
tonnes in 2014.
Selling prices of cement improved by 1% in 2015 over 2014.
Your Company's main focus areas included managing costs of distribution
and logistics, promoting the sale of its premium products, enhancing
customer service levels and various other customer excellence
While Individual House Builders remained the major customer segment
catered by an extensive dealer and retailer network, the ICI
(Infrastructure, Commercial and Industrial) team of the Company's sales
division has also been actively servicing the growing requirements from
infrastructure, industrial and commercial projects. With increasing
urbanization, demand from these sectors is also expected to accelerate.
14.2 Costs - Cement Business
During the year 2015, the Company maintained a close focus on effective
cost management through various initiatives.
a) Cost of Materials consumed
Cost of materials consumed was reduced by 7% in 2015 over 2014, despite
an additional cost burden of Rs, 23 crore towards purchase of clinker due
to temporary suspension of limestone mining operations at Chaibasa and
Bargarh mines during the earlier part of the year. Thus, the cost of
materials consumed as share of total income from operations came down
to 12.7% from 13.5% in 2014.
The landed cost of gypsum rose by 5% on account of an increase in the
price of imported gypsum and also due to a shortage of wagons at
Paradip port that necessitated costlier road transportation to some
plants. To mitigate such cost increases, the Company is taking steps to
optimize its gypsum mix by reducing its reliance on imported gypsum and
instead increasing the consumption of phosphor-gypsum, chemical gypsum,
activated gypsum and also the more cost effective variety of high
purity domestic mineral gypsum.
The landed cost of flyash increased by 4% as it had to be procured over
longer leads, following a drop in availability from sources close to
our plants. Efforts were made to achieve cost reductions by entering
into long term contracts with slag and flyash suppliers. Slag prices
were negotiated to achieve a reduction of 27%.
b) Power & Fuel
Power & Fuel costs were reduced by 2% in 2015 as compared to 2014. The
Power & Fuel spend in 2015 was Rs, 2,377.85 crore, as compared to Rs,
2,427.45 crore spent in 2014. This constituted 22% of the total income
from operations, the same as in the previous year.
The Company continues to focus on reducing the overall cost of fuel as
well as shifting its dependence on linkage and imported coal by
optimizing the fuel mix to enhance the use of alternative fuels and
petcoke. The supply of petcoke became attractive following a general
decline in global oil prices. Taking advantage, the Company put plans
in place to enable increased consumption of petcoke. During the year,
this enabled petcoke consumption to rise from average consumption of
16% in 2014 to 27% during the last quarter of 2015.
As a result of various initiatives taken with respect to power & fuel,
kiln thermal efficiency was maintained at 3050 MJ/per tonne of clinker,
the same level as in the last year.
The generation cost per KW of our Captive Power Plants (CPP) in 2015
rose by 2% to Rs, 4.67 per unit against Rs, 4.59 per unit in 2014, mainly
due to increase in rail freight on coal and electricity duty on
generation of power.
Power generated by the Company's waste heat recovery plant of 7.5 MW at
Gagal Plant delivered saving of Rs, 22 crore during the year, thus also
helping reduce overall power and fuel costs.
c) Freight & Forwarding expenses
A general hike in rail tariffs impacted the cost of inward and outbound
transportation in 2015, particularly because 44% of total cement
despatches during the year were moved by rail.
Freight and forwarding expenses during theyear were Rs, 2,640.76 crore as
compared to Rs, 2,530.30 crore in 2014, an increase of 4%. Freight and
forwarding expenses constituted a significant share of 24% of the
Company's total income from operations, up marginally from a share of
23% in the previous year.
Freight on clinker transfers, effected mainly by rail, increased by
about 8% due to the rail tariff hikes and the movement of clinker over
longer leads to Chaibasa and Bargarh occasioned by the curtailment of
clinker production at these plants for reasons explained heretofore.
Freight on cement despatches also rose by about 6% on account of the
increase in rail tariffs.
Taking advantage of the decline in diesel prices, proactive efforts
were made to bring down the cost of road transportation which accounts
for about 56% of total despatches. Average road freight rates were cut
by 6%. The Company is taking further steps to rationalize freight and
C&F rates and pursue improvements in other operational levers such as
lead distances and the share of direct despatches.
d) Employee Costs
Employee costs during the year were brought down by 2.7% on a
like-for-like basis. Overall employee costs, as a share of total income
from operations, declined to 6.5% in 2015 from 6.8% in 2014. In the
forthcoming year, certain initiatives taken as part of the India
Manufacturing Transformation programme, as explained later, are
expected to reflect further improvement in employee costs.
e) Other Expenditure
Other expenditure constitutes 23% of total income from operations of
the Company (as compared to 22% in 2014). This includes (i) provision
for additional royalty on limestone of Rs, 52 crore necessitated by the
Mines and Minerals (Development and Regulation) Amendment Act, 2015 for
contributions to be made to the District Mineral Foundation (DMF) and
National Mineral Exploration Trust (NMET) in the districts where mining
(ii) increase in royalty rate from Rs, 63 to Rs, 80 per tonne of
limestone mined effective September 2014 impacting an additional cost
incidence of Rs, 24 crore and (iii) severance cost of Rs, 13 crore on
account of rationalization of third party manpower. Despite these
increases, the overall escalation in "Other Expenditure" was restricted
to 1.4% in 2015 over 2014.
Packing material cost reduced by Rs, 79 crore on account of a fall in the
prices of polypropylene granules and other initiatives like
standardization of bags across plants.
15. READY MIXED CONCRETE (RMX)
20151 2014 Change %
RMX Production - 22.15 17.61 25.8
Lakh Cubic Metres
RMX Sales Volume - 23.44 18.34 27.8
Lakh Cubic Metres
Net Sale Value - 967.50 760.77 27.2
Operating EBITDA - 54.29 34.12 59.1
Operating EBITDA 5.61 4.48
The Ready Mixed Concrete Business of the Company performed well.
Concrete Sales Volume increased by 28% and Operating EBITDA grew at a
much higher rate on account of volume growth and new value added
products and solutions. EBITDA from RMX business for the year rose to Rs,
54 crore as compared to Rs, 34 crore in 2014, an increase of 59%. Your
Company has a wide spread of RMX plants in the country; the number of
RMX plants rose to 50 by the close of 2015 as compared to 48 plants in
A large share of the Company's concrete business comes from
Infrastructure and Industrial projects in addition to mass housing
schemes. In the last two years, this business has implemented a
programme of widening its customer base, broadening its portfolio with
a range of value-added products and customized solutions while
simultaneously keeping a close focus on costs. This programme has
yielded increased sales volumes and margins, despite an intensely
As part of its Endeavour to enrich customer service levels, the
Company's concrete business introduced an on-line Customer Feedback
system which has resulted in improved customer satisfaction and better
customer retention, especially of large customers with good financial
While there was some uptake in a few markets, the concrete industry at
large continues to face issues of tight liquidity and increased
participation by unorganized local players.
The construction sector is expected to grow at a steady pace in 2016.
Consistent growth is foreseen in housing, Infrastructure, commercial
and Industrial projects in addition to the rapid urbanization taking
place in the country. Accordingly, the Company's Concrete Business
plans to extend its reach to address segments where the markets are
The ongoing integrated Jamul Project in Chhattisgarh, which partly
comprises a new clinkering line of capacity 2.79 million tonnes per
annum at Jamul and grinding facilities of capacity 1.10 million tonnes
at Jamul and 1.35 million tonnes at Sindri, is nearing completion and
expected to be commissioned during the second quarter of 2016.
17. COAL BLOCKS
Pursuant to Orders of the Supreme Court passed in August 2014 and
September 2014, the allocations of four coal blocks to Madhya Pradesh
State Mining Corporation Limited (MPSMC) were cancelled. The Company
had entered into through its wholly owned subsidiary company ACC
Mineral Resources Limited (AMRL), a Joint Venture Agreement with MPSMC,
for development of these four coal blocks viz. Bicharpur, Marki Barka,
Semaria Piparia and Morga IV (all in the State of Madhya Pradesh) all
of which stood cancelled.
The Ministry of Coal, Government of India completed the auction of
Bicharpur Coal Block in February 2015 and the block was allotted to the
successful bidder. The reimbursement of expenses incurred on
development of coal blocks is awaited. The auction/allocation process
of other three Coal Blocks viz. Marki Barka, Morga IV and Semaria
Piparia are yet to be carried out by the Ministry of Coal, Government
18. SUSTAINABLE DEVELOPMENT
The Company's Sustainable Development programme is comprehensive and
robust. Your Company was felicitated with the prestigious CII-ITC
Sustainability Award 2015 for "Outstanding Accomplishment" in
recognition of its continuous effort and commitment to the cause of
Sustainable Development and its improvement in all sustainability
parameters. This is one of the Country's most coveted awards in the
field of corporate sustainable development.
During the year, the Company released its 8th Sustainable Development
Report - 2014 adhering to GRI G4 principles in accordance with
comprehensive reporting. The Report is available on the Company's
website www.acclimited.com. Significant advancements were made against
targets set in its sustainable development roadmap for 2014-2017.
The brand "ACC" was one of those prominently displayed in the India
Pavilion at the COP 21 (Conference of Parties) meet held in Paris in
December 2015, organized by the United Nations Conference on Climate
18.1 CO2 Emissions:
Your Company is committed to cut its carbon footprint in line with the
Low Carbon Technology Roadmap for the Indian Cement Industry of the
Cement Sustainability Initiative (CSI).
The Company maintained its best-in-class position in terms of its
carbon footprint with specific C02 emissions per tonne of cement at 533
kg CO2 / tonne in 2015. However, there was a small increase of 1% in
these emissions as compared to the previous year, which was due to some
change in the pattern of cement production caused by the suspension of
limestone mining at Chaibasa and Bargarh for part of the year.
The Company has been identified as one of the leading business houses
in India, for the quality of climate change related information, which
it has disclosed through the Carbon Disclosure Project (CDP), a
non-profit global initiative, that shares information to help drive
carbon reduction strategies for sustainable economies.
The reported data was independently assessed against CDP's scoring
methodology and your Company is one of the few organizations that
received a high score of 98 points out of 100 in respect of its
18.2 Clinker Factor
Reducing the clinker factor in cement is an important pillar of the Low
Carbon Technology Roadmap for the Indian Cement Industry. Your Company
strives to achieve this through the promotion of blended cements using
slag and flyash and plays a lead role in the Industry in this respect.
Some shortfall in the availability of flyash from regular sources
nearer the plants did have a small impact in the supply of flyash and
hence on the clinker factor which showed a minor change of 1%. Despite
this and the increasing demand for Ordinary Portland Cement (OPC), the
share of Blended Cements in the total product portfolio was maintained
18.3 Alternative Fuels and Resources (AFR):
Your Company takes pride in being one of the few in the forefront of
the national effort to promote co-processing of both hazardous and
non-hazardous industrial and municipal wastes in cement kilns in order
to reduce dependence on fossil fuel.
The Company has two state-of-the-art pre- processing facilities at Wadi
and at Kymore to enable safe handling of varied types and volumes of
waste streams. These facilities added momentum to co-processing of
hazardous wastes in a safer and more efficient manner. With the
stabilization of these pre-processing facilities, we expect to enhance
both the quality and quantity of waste feed processed in cement kilns
and thus increase the thermal substitution rate in the forthcoming
18.4 Green Energy
(a) Wind Energy:
The Company has 19 MW capacity from wind farms in three states viz. 9
MW in Tamil Nadu, 7.5 MW in Rajasthan and 2.5 MW in Maharashtra. These
wind farms helped the Company meet its non-solar renewable purchase
obligations for Madukkarai, Lakheri, Thane Campus and the Kalamboli
Bulk Cement Terminal Plant. Various options are being evaluated to
enhance the renewable energy portfolio such as setting up new assets of
renewable energy and by use of renewable energy through the Power
Purchase Agreement route. During the year 2015, 29.2 million kilowatt
hours (Kwh) of renewable energy was produced as compared to 32.5
million Kwh in 2014.
(b) Waste Heat Power generation from process waste heat
During the year 2015, the Waste Heat Recovery System (WHRS) at Gagal
Cement Plant produced 51.8 million Kwh of electrical energy as compared
to 46.6 million Kwh in 2014.
18.5 Controlling Emissions
Various measures were implemented across all operations of the Company
to control fugitive emissions by installing dust extraction and dust
Kiln stack dust emissions data and ambient air quality data are
uploaded on Central Pollution Control Board (CPCB) website and those of
the respective State Pollution Control Boards wherever available. The
installation of dust monitors as per the statutory requirement was
completed at various plants. The Company also installed Continuous
Ambient Air Quality Monitoring stations (CAAQMS) at Wadi and Chanda
18.6 Water Performance:
With an objective to continuously improve water performance and to
achieve a water positive status, the Company has focused its efforts on
(i) Reduction of fresh water intake by lowering water demand in process
and non-process areas and waste water recycling after treatment. Water
metering and monitoring systems were installed at various plants.
(ii) Conservation of water by rain water harvesting in plants, mines,
colonies, community areas and sustained water harvesting measures
undertaken over the years has helped Kymore and Jamul Plants become
self-reliant without being dependent on natural water sources like
rivers and bore wells.
These two approaches have helped your Company reduce its specific water
consumption per tonne of cement by 7.6% with respect to the previous
Your Company is committed to the conservation of biodiversity and mine
rehabilitation. Efforts on biodiversity conservation are focused on
(i) To study and assess the biodiversity around the limestone mines
operated by the Company. During the year, biodiversity assessment
studies were conducted by an independent third party at five mines.
(ii) On-ground implementation of activities which conserves
(iii) A forestation activities in and around our plant premises with
native species of trees at all our plants.
(iv) Water harvesting in mined out pits. This is a regular practice at
19. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
Total CSR expenditure incurred by your Company during the year was Rs,
31.16 crore which was higher than the statutory requirement of 2% of
the average profit of the last three years.
The CSR Projects of the Company mainly focus on Livelihood, Education,
Water, Health and Sanitation. These projects fall under Schedule VII
of the Act.
The Company's community development efforts reached out to more than 4
lakh people residing in 156 villages across the country.
Education initiatives in the vicinity of plants addressed 35,000
students during the year. Scholarships were awarded to 400 meritorious
students belonging to weaker sections of society. Modern methods of
learning such as smart classes and interactive kiosks benefitted
students in 27 rural schools. Efforts were made to provide education
to 1,500 girl children as part of the "ACC ki Ladli" Project. We
continued to support seven government-run Industrial Training
Institutes as part of the Public Private Partnership Scheme with
Ministry of Labour and Employment, Government of India.
About 1,800 unemployed youth attended skill development training
programmes and received job placements in various manufacturing and
service sector enterprises. Support was provided for the establishment
of 200 new Self Help Groups (SHGs) while existing SHGs were assisted
in obtaining registration and formation of a "Farmers' Producer
Our health and nutrition initiatives benefitted to 58,000 people.
About 8,000 children received access to better health and nutrition
through support provided to 156 anganwadi centres. Our existing Anti
Retroviral Treatment (ART) Centres provided valuable support to nearly
5,400 persons through counseling, testing and treatment for HIV/AIDS.
Your Company's CSR Footprint has been duly audited by a team of social
auditors chaired by Executive Director, Global Compact Network of
India. Your Company's CSR effort has been ranked twelfth amongthetop
100 listed companies and first among the Cement Sector companies
therein as per the annual CSR ranking initiative by Economic Times and
Indian Institute of Management, Udaipur.
The Company's CSR Policy has been re-stated making it more
comprehensive and in alignment with the requirements of the Act, and
United Nation's Sustainable Development Goals (SDGs). The CSR Policy
Statement and Report on the activities undertaken during the year is
annexed to the Board's Report in Annexure 'A'.
20. HEALTH & SAFETY (H&S) 20.1 H&S Policy and Rules
Health and Safety (H&S) of employees and all stakeholders is an
overarching value of your Company. During the year, the Company's H&S
Policy and H&S Rules were restated to be in alignment with the new
Group global vision on H&S. The revised policy reiterates the pledge to
conduct the Company's business in a manner that helps create a healthy
and safe environment for all stakeholders (employees, contractors,
communities and customers) based on the adoption of a true safety
culture. It further directs that H&S be embedded in everything the
Company does when it comes to its people, its processes, its customers,
in delivering results and in leading sustainability. The H&S rules
redefine essential behavior necessary to ensure safety. Identifying
H&S not as a separate activity but as a critical success factor for
operational performance, the policy places personal responsibility on
every individual employee at all levels for ensuring safe working
conditions in their respective work areas coupled with a fair and
transparent consequence management process, in the event of negligence
or willful disregard for safety rules. The policy and rules were widely
communicated across the organization to employees and contractor
20.2 H&S Initiatives
The thrust on "Surakhsha Samvad" and Zone Improvement initiatives that
were launched in the preceding year in the plants was maintained.
A new strategy was adopted to provide impetus to implementation of
Fatality Prevention Elements (FPE) and requirements of Contractor
Safety Management (CSM) directives, thereby creating an environment
which strives to ensure "Zero harm to people". Nine facilitators were
nominated from Corporate and Regional H&S teams to support plants in
implementing the directive requirements with each facilitator assigned
to work in these areas with two Cement Plants and the nearest RMX
plant/s and thus help raise the implementation level of CSM and FPE
requirements. The progress was closely monitored by top management with
the facilitator team to review activities, sharing of learning and
H&S business processes and information systems across the Company were
further strengthened with the launch of an online H&S application
called "Click2Safety". This application helps streamline reporting in a
manner that gives access to all employees, is standardized, is faster
and enriches the H&S database.
As part of the UN Global Road Safety Week in May 2015, your Company
extended wholehearted support to the "SaveKidsLives" campaign to
demonstrate a serious commitment to road safety for children and to
enhance general road safety awareness. The campaign was planned and
implemented as a high- involvement campaign across the organization.
In the course of this campaign, all units engaged with their key
stakeholders comprising children of employees and the community,
parents, schools, teachers, guardians, drivers and the general public.
This campaign engaged over 32,000 people around our units, making it
among the largest Employee Volunteering programmes.
Considering road safety to be an essential part of the Company's
logistics excellence objective, your Company also decided to extend
this to make it an ongoing three-year commitment to road safety to be
implemented as a CSR project.
20.3 Logistics Safety
Logistics safety is one of the majorfocus areasfor your Company.
Ongoing initiatives undertaken in this regard included provisions of
various plant and parking level protocols, creation of certain hygiene
factors for truck drivers and their crew such as amenities at truck
parking yards, improving tarpaulin tying practices, improving Personal
Protective Equipment usage, renewal of logistics contracts to include
safety parameters and issue of "passports" for drivers as well as
vehicles which are informal internal databases that provide details of
individual identity, registration, roadworthiness and safety
Your Company focused on six projects pertaining to the Indian logistics
scenario which consisted of Driver Management Centre (DMC), Community
road safety education with the help of CSR, use of technology (GPS &
RFID) in logistics safety, engagement of drivers and transporters and
reduced dependence on market trucks.
Another focus area was inclusion of safety awareness in warehouses.
This involved display of standardized safety posters and observation of
safety day/month at each warehouse with a fixed safety topic being
20.4 Health Initiatives
In the area of health, your Company worked to raise EMR (Emergency
Medical Response) capabilities in mines and in Captive Power Plants
(CPP) during the year. Each Cement Manufacturing Unit is now equipped
with basic life-saving equipment in the health centre, well-equipped
first aid room in mines and CPP. Each site has an Advanced Life Support
(ALS) ambulance with stretchers and AEDs (Automated External
Defibrillator). Your Company has trained all the shift supervisors at
each plant in basic life support techniques, thus creating a
companywide pool of 3,500 trained shift supervisors.
To reduce health risk factors among employees and their families a
well-structured approach has been started which involves all
stakeholders. The strategy includes use of Company's internal
electronic portal for health sensitization programme and nomination of
"Health Peers" from among Shop Floor Associates (SFA) cadre to spread
health awareness among their colleagues, other employees and their
families. This structured approach is yielding results and we estimate
it to have helped reduce the health risk factor among employees by 2%.
During the year, your Company tied up with Air ambulance services, to
expedite evacuation in the event of medical emergencies at remote plant
locations. This will go a long way in ensuring timely medical care to
the employees when needed.
21. HUMAN RESOURCES
The Company adopted a new functional organization structure with effect
from April 1, 2015, replacing the earlier regional-based structure in a
smooth swift transition. The new structure is intended to enable the
organization to be more collaborative, agile and streamlined in
implementing strategy, harnessing internal functional expertise to the
fullest and in enhancing stakeholder value.
24. INTERNAL CONTROL SYSTEMS
24.1 Internal Control Systems and their adequacy
The Company has in place well defined and adequate internal controls
commensurate with the size of the Company and the same were operating
effectively throughout the year.
The Company has an in-house Internal Audit (IA) function. The scope and
authority of the Internal Audit function is defined in the Internal
Audit Charter. To maintain its objectivity and independence, the IA
function reports to the Chairman of the Audit Committee of the Board.
The IA Department evaluates the efficacy and adequacy of internal
control system, its compliance with operating systems and policies of
the Company and accounting procedures at all locations of the Company.
Based on the report of IA function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
24.2 Internal Controls Over Financial Reporting
The Company has in place adequate internal financial controls
commensurate with the size, scale and complexity of its operations.
During the year, such controls were tested and no reportable material
weakness in the design or operations were observed. The Company has
policies and procedures in place for ensuring proper and efficient
conduct of its business, 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
The Company has adopted accounting policies which are in line with the
Accounting Standards and the Act. These are in accordance with
generally accepted accounting principles in India. Changes in
policies, if required, are made in consultation with the Auditors and
are approved by the Audit Committee.
The Company has a robust financial closure, certification mechanism for
certifying adherence to various accounting policies, accounting hygiene
and accuracy of provisions and other estimates.
25. INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS
The Ministry of Corporate Affairs vide its notification dated February
16, 2015 has notified the Companies (Indian Accounting Standard) Rules,
In pursuance of this notification, the Company, its subsidiaries and
joint venture company will adopt IND AS with effect from January 01,
2017, with the comparatives for the periods ending December 31, 2016.
The implementation of IND AS is a major change process for which the
Company has established a project team and is dedicating considerable
resources. The impact of the change on adoption of IND AS is being
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Ethical View Reporting Policy
(EVRP) to report concerns about unethical behavior, actual/suspected
frauds and violation of Company's Code of Conduct. Protected
disclosures can be made by a whistle blower through several channels.
An Ethical View Committee has been constituted to discuss the finding of
the investigations of the complaints and to recommend remedial actions.
The Audit Committee of the Board oversees the functioning of the
Ethical View Committee. The Company has disclosed the details of the
Ethical View Reporting Policy on its website www.acclimited.com.
Also during the year, your Company reached out extensively to employees
to conduct greater awareness on Value Creation in Competitive
Environment (VCCE) and on Anti Bribery and Corruption Directive (ABCD)
through e-learning modules and face to face sessions, achieving a high
level of engagement and compliance. This reflects your Company's strong
commitment to "Zero tolerance" for non-compliances in this regard and
to doing business the right way and with integrity.
27. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
Bulk Cement Corporation (India) Limited (BCCI)
During the year under review, BCCI handled cement volumes of 1.00
million tonnes as against 1.03 million tonnes in 2014. The Profit
before tax and exceptional items for the year 2015 was Rs, 3.04 crore as
against Rs, 6.29 crore in the year 2014.
ACC Mineral Resources Limited (AMRL)
AMRL had entered into a Joint Venture for developing four coal blocks.
Consequent upon the cancellation of these coal blocks during 2014, this
Company does not have any operating income.
As regards the other three Subsidiary Companies, i.e Lucky Minmat
Limited, National Limestone Company Private Limited and Singhania
Minerals Private Limited, these are limestone deposit companies and are
currently not operational.
27.2 ASSOCIATE / JOINT VENTURE COMPANIES
As on December 31, 2015, the following are Associate Companies:
Alcon Cements Company Private Limited Aakaash Manufacturing Company
Private Limited Asian Concretes and Cements Private Limited
During the year, the Company has invested Rs, 2.5 crore in equity shares
of "One India BSC Private Limited" which is a jointly controlled entity
with equal participation with Ambuja Cements Limited, a fellow
subsidiary Company, with an aim to provide back office services with
respect to routine processes.
27.3 Statement containing salient features of Accounts of the Company's
Subsidiaries / Associate / Joint Venture Companies
Pursuant to Section 129(3) of the Act, a statement in Form "AOC 1"
containing the salient features of the Financial Statements of each of
the subsidiaries, associates and joint venture companies is attached.
Although the audited statements of account, relating to the Company's
subsidiaries are no longer required to be attached to the Company's
Annual Report, the same are enclosed as and by way of better disclosure
practices. These are also available on the Company's website and can be
accessed at the we blink http://www.acclimited. com/new site/finance/an
28. LAFARGEHOLCIM LTD.
In April 2014, Holcim Limited (which represents your Company's promoter
group) had announced its intention to combine with Lafarge S.A through
a merger of equals to create the most advanced company in the global
building materials industry. Holcim and Lafarge completed their global
merger to create a new company called LafargeHolcim Ltd. which was
launched on July 15, 2015 and which has emerged as a world leader in
the building materials industry.
While the global merger has no immediate impact on your Company's
operations, the Company has taken advantage of the opportunity to align
itself with some of the group's policies in the areas of Health &
Safety and Sustainable Development as also benefit from the access to a
larger pool of global best practices.
29. DIRECTORS & KEY MANAGERIAL PERSONNEL
29.1 Appointment of Directors
Pursuant to the request received from Holcim (India) Private Ltd, to
consider the appointment of their representatives on the Board of
Directors and on the recommendation of the Nomination & Remuneration
Committee, the Board of Directors has appointed:
Mr Eric Olsen, CEO of LafargeHolcim Ltd. (LH), as an Additional
Director of the Company with effect from July 17, 2015 in the category
of Non-Executive, Non-Independent Director.
Mr Christof Hassig, as an Additional Director of the Company with
effect from December 9, 2015 in the category of Non-Executive,
Non-independent Director. Mr Hassig, heads the Corporate Strategy and
Mergers & Acquisitions function in LH.
Mr Martin Kriegner, as Additional Director of the Company with effect
from February 11, 2016 in the category of a Non-Executive,
Non-Independent Director. Mr Kriegner who is currently Area Manager for
LH operations in Central Europe, will be taking over as Area Manager
for India in the LH group with effect from March 1, 2016.
In accordance with Section 161 of the Act, the aforesaid Directors hold
office upto the date of the forthcoming Annual General Meeting of the
Company and being eligible offer their candidature for appointment as
Directors. Your approval for their appointment as Directors in the
category of Non-Executive, Non-independent Directors has been sought in
the Notice convening the forthcoming Annual General Meeting of the
The Board of Directors has elected Mr Eric Olsen, CEO of LafargeHolcim
Ltd., as Deputy Chairman of the Board with effect from February 11,
29.2 Resignation of Directors
Consequent upon his resignation as CEO of former Holcim Limited, Mr
Bernard Fontana, a Non-Executive and Non-independent Director of the
Company resigned from the Board of Directors with effect from July 17,
Mr Aidan Lynam, a Non-Executive and a Non-Independent Director of the
Company also resigned from the services of former Holcim Limited and
consequently stepped down from the Board of Directors of the Company
with effect from July 14, 2015.
Mr Bernard Terver, Deputy Chairman,
a Non-Executive and Non-Independent Director decided to retire from the
services of LafargeHolcim Ltd. and has therefore stepped down from the
Board of Directors of the Company with effect from February 11, 2016.
The Board of Directors has placed on record its warm appreciation of
the rich contribution made by Mr Fontana, Mr Lynam and Mr Terver during
their respective tenures as Directors of the Company.
29.3 Directors coming up for retirement by rotation
In accordance with the provisions of the Act, and the Articles of
Association of the Company, Mr Vijay Kumar Sharma retires by rotation
and being eligible offers his candidature for re-appointment as a
29.4 Independent Directors
The Independent Directors hold office for a fixed term of five years
and are not liable to retire by rotation.
In accordance with Section 149(7) of the Act, each Independent Director
has given a written declaration to the Company confirming that he/she
meets the criteria of independence as mentioned under Section 149(6) of
the Act and SEBI Regulations.
29.5 Board Effectiveness
a. Familiarization Programme for the Independent Directors
In compliance with the requirements of SEBI Regulations, the Company
has put in place a familiarization programme for the Independent
Directors to familiarize them with their role, rights and
responsibility as Directors, the working of the Company, nature of the
industry in which the Company operates, business model etc. The details
of the familiarization programme are explained in the Corporate
Report. The same is also available on the website of the Company and
can be accessed by web link http://www.acclimited.com/ newsite/pdf/lnd
b. Board Evaluation
Pursuant to the provisions of the Act and the SEBI Regulations, the
Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of
the working of its Audit, Nomination & Remuneration and Compliance
Committees. The criteria applied in the evaluation process are
explained in the Corporate Governance Report.
29.6 Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel
of the Company pursuant to Section 2(51) and Section 203 of the Act,
read with the Rules framed there under.
1. Mr Harish Badami, CEO & Managing Director
2. MrSunil Nayak, Chief Financial Officer
3. Mr Burjor D Nariman, Company Secretary & Head Compliance
None of the Key Managerial Personnel have resigned during the year
29.7 Criteria for selection of candidates for appointment as Directors,
Key Managerial Personnel and Senior leadership positions
Your Company has laid down a well-defined criteria for the selection of
candidates for appointment as Directors, Key Managerial Personnel and
senior leadership positions. The relevant information has been given
in Annexure 'B' which forms part of the Board's Report.
29.8 Remuneration Policy for Directors
The policy for remuneration of Directors, Key Managerial Personnel and
Senior Management Personnel is set out in Annexure 'C which forms part
of the Board's Report.
30. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 134 of the Act:
a. that in the preparation of the annual accounts for the year ended
December 31, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
b. that such accounting policies as mentioned in Note 2 of the Notes
to the Financial Statements have been selected and applied consistently
and judgment and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on December 31, 2015, and of the profit of the Company
for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual accounts have been prepared on a going concern
e. that proper internal financial controls laid down by the Directors
were followed by the Company and such internal-financial controls are
adequate and were operating effectively; and
f. that proper systems to ensure compliance with the provisions of all
applicable laws have been devised and such systems were adequate and
were operating effectively.
31.1 Board Meetings
During the year, six Board Meetings were convened and held, the details
of which are given in the Corporate Governance Report.
31.2 Audit Committee
The Audit Committee comprises five Members of which four including the
Chairman of the Committee are Independent Directors. During the year,
six Audit Committee Meetings were convened and held. Details of the
Committee are given in the Corporate Governance Report.
31.3 CSR Committee
The CSR Committee comprises five members of which three including the
Chairman of the Committee are Independent Directors. The Committee met
twice during the reporting period. Details of the Committee are given
in the Corporate Governance Report.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions with Related Parties are placed before the Audit
Committee as also the Board for approval. Prior omnibus approval of
the Audit Committee and the Board is obtained for the transactions
which are of a foreseen and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted are audited and a
statement giving details of all related party transactions is placed
before the Audit Committee and the Board of Directors for their
approval on a quarterly basis. The statement is supported by a
certificate from the CEO & MD and the CFO. Your Company has developed a
Related Party Transactions Manual, Standard Operating Procedures for
the purpose of identification and monitoring of Related Party
The policy on Related Party Transactions as approved by the Board is
available on the Company's website and can be accessed through we blink
http://www. acclimited.com/new site/pdf/CG/PolicyonRPT.pdf All
transactions entered into with related parties during the year were on an
arm's length pricing basis and were in the ordinary course of business.
There were no material related party transactions i.e transactions
exceeding ten percent of the annual consolidated turnover as per the
last audited financial statements entered into during the year.
Accordingly, there are no transactions that are required to be reported
in Form AOC 2.
None of the Directors nor the Key Managerial Personnel has any
pecuniary relationships or transactions vis-…-vis the Company.
33. ADOPTION OF NEW ARTICLES
The Companies Act, 2013 and The Companies (Amendment) Act, 2015 has
necessitated changes in the Articles of Association of the Company. It
is accordingly proposed that a new set of Articles of Association be
adopted by the Members and a Resolution to this effect is included at
Item No. 9 in the Notice of the Annual General Meeting. The Board
recommends the resolution for adoption by the Members.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators,
Courts or Tribunals which impact the going concern status of the
Company and its future operations. However, Members' attention is drawn
to the following development.
The District Mining Officer, Chaibasa, by his letters dated January 2,
2015 and March 21, 2015, demanded amounts of Rs, 215 crore and Rs, 666
crore towards alleged illegal mining on the part of the Company in
mining lease areas of 63.87 hectares and 598.88 hectares, respectively.
The basis for the State to issue these demands were two judgments of
the Hon'ble Supreme Court viz. the Goa Foundation case (dated April
21, 2014) and Common Causes case (dated May 16, 2014). It was the
contention of the State that in view of the aforesaid judgments the
benefit of deemed renewal cannot be made available for second and
subsequent renewals and the mining activity therefore subsequent to
validity of the last renewals would attract penalties under Section
21(5) of the Mines & Mineral (Development & Regulation) Act (MMDR Act)
and hence the levy of penalties as aforesaid.
The aforesaid demands were challenged by your Company by way of a Writ
Petition before the Hon'ble High Court of Jharkhand at Ranchi on the
grounds that pursuant to the Supreme Court Judgments, Parliament had
introduced the MMDR Amendment Ordinance on 12.01.2015, which
subsequently became the MMDR (Amendment) Act, 2015. As per Section
8A(5) of the MMDR (Amendment) Act, in those cases where application for
renewal of mining leases were pending, the leases stood automatically
extended from the date of the last expiry upto 2030.
The Hon'ble High Court, after hearing the Senior Counsel for the
Company, has stayed both the demands upon the deposit of Rs, 48 Crore,
which is without prejudice to the rights and contentions of both the
parties. Members' attention is invited to Note No. 36(B)(f) of the
Notes to the Financial Statements.
Members' attention is also invited to Notes on Contingent Liabilities,
in the notes forming part of the Financial Statements.
35.1 Statutory Auditors
The Company's Auditors Messrs S R B C & CO LLP, Chartered Accountants,
Mumbai, who retire at the ensuing Annual General Meeting of the Company
are eligible for re-appointment. They have confirmed their eligibility
under Section 141 of the Act, and the rules framed there under for
re-appointment as Auditors of the Company. As required under SEBI
Regulations, the Auditors have also confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
The Auditors have given an unqualified Audit Report.
35.2 Cost Auditors
The cost audit records maintained by the Company in respect of its
cement activity are required to be audited pursuant to Section 148 of
the Act and the Rules framed there under. Your Directors have on the
recommendation of the Audit Committee, appointed Messrs N I Mehta & Co.
to audit the cost accounts of the Company for the financial year ended
December 31, 2015. As required under the Act, the remuneration payable
to the Cost Auditor is required to be placed before the Members in a
General Meeting for their ratification.
Accordingly, a Resolution for seeking Members
ratification for the remuneration payable to Messrs N I Mehta & Co.,
Cost Auditor, is included at Item No. 8 of the Notice convening the
Annual General Meeting.
35.3 Secretarial Audit
Pursuant to the provisions of Section 204 of the Act, and the Rules
framed hereunder, the Company has appointed Messrs. Pramod S Shah &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Auditor
is annexed to the Board's Report as Annexure'.
ACC has been recognized for Corporate Excellence in Sustainability and
felicitated with the prestigious CII-ITC Sustainability Award 2015 for
"Outstanding Accomplishment" in the Category A (large companies with
turnover > Rs, 2000 crore). Winners of the CII-ITC Sustainability Award
are considered as the country's best role models in sustainability
Celebrating its 20th anniversary, National Stock Exchange of India
Limited (NSE) felicitated your Company and fifteen other companies out
of the 50 companies whose scrip constitutes the Nifty 50 Index and have
been a part of the index from its inception.
Your Company's Annual Report for 2014 won the "Silver Shield" from the
prestigious Institute of Chartered Accountants of India for "Excellence
in Financial Reporting".
During the year under review, your Company also received several other
awards and citations from reputed bodies for good performance in areas
as diverse as Safety, Manufacturing, Energy Conservation, Logistics,
Environment Management and Communication.
37. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success in the marketplace and a
good reputation are among the primary determinants of value to the
shareholder. The organizational vision is founded on the principles of
good governance and by the resolve to be a customer-centric
organization which motivates the Company's Management to be aligned to
deliver leading-edge building products backed with dependable after
Your Company is committed to creating and maximizing long-term value
for shareholders and essentially follows a four pronged approach to
achieve this end.
a) by increasing all-round operational efficiencies,
b) by identifying strategies that enhance its competitive advantage,
c) by managing risks and pursuing opportunities for profitable growth,
d) by cementing relationships with other important stakeholder groups
through meaningful engagement processes and mutually rewarding
associations that enable it to create positive impacts on the economic,
societal and environmental dimensions of the Triple Bottom Line.
Underlying this is also a dedication to value-friendly financial
reporting that assures the shareholder and investor of receiving
transparent and unfettered information on the Company's performance.
38. CORPORATE GOVERNANCE
A separate section on corporate governance practices followed by the
Company, together with a certificate from the Company's Auditors
confirming compliance, forms a part of this Annual Report, as per SEBI
39. BUSINESS RESPONSIBILITY REPORTING
A separate section on Business Responsibility forms part of this Annual
Report as required by SEBI Regulations.
40. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated in Section 134(3)(m)
of the Act, and the Rules framed hereunder is annexed herewith as
Annexure 'E' to the Board's Report.
41. EXTRACT OF ANNUAL RETURN
As required by Section 92(3) of the Act and the Rules framed
hereunder, the extract of the Annual Return in Form MGT 9 is enclosed
as Annexure 'F' to the Board's Report.
42. PARTICULARS OF EMPLOYEES
Disclosure pertaining to the remuneration and other details as required
under Section 197(12) of the Act, and the Rules framed there under is
enclosed as Annexure 'G' to the Board's Report.
The information on employees who were in receipt of remuneration of not
less than Rs, 60 lakhs during the year or Rs, 5 lakhs per month during any
part of the year forms part of this Report and will be provided to any
Member on a written request to the Company Secretary. In terms of
Section 136 of the Act, the Report and Accounts are being sent to the
Members and others entitled thereto, excluding the aforesaid Annexure
which is available for inspection by the Members at the Registered
Office of the Company during business hours on working days of the
Company up to the date of the ensuing Annual General Meeting.
Your Directors are thankful to the Central and State Government
Departments, Organizations and Agencies for their continued guidance
and co-operation. The Directors are grateful to all valuable
stakeholders of the Company viz. our customers, shareholders, dealers,
vendors, banks and other business associates for their excellent
support and help rendered during the year. The Directors also
acknowledge the unstinted commitment and valued contribution of all
employees of the Company.
For and on behalf of the Board of Directors
N S Sekhsaria
February 10, 2016