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Download Annual Report PDF Format 2012 | 2011 | 2010
Directors Report Year End : Dec '15    Dec 14
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
 
                                      Consolidated       Standalone
 
                                      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
 Appropriations:
 
 Interim Equity 
 Dividend                       206.52      281.62     206.52     281.62
 
 Proposed Final 
 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
 
 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
 2015.
 
 Other Income
 
 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
 
 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.
 
 3.  DIVIDEND
 
 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.
 
 8.  DEPOSITS
 
 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
 Financial Statements.
 
 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
 nual_report_2015.pdf
 
 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
 subsidiaries.
 
 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
 economies.
 
 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
 competitive.
 
 
 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
 household savings.
 
 14.  CEMENT BUSINESS - PERFORMANCE
 
                                   20151         2014    Change %
 
 Production - million              23.84        24.24      -1.7 
 tonnes 
 
 Sales Volume - million            23.62        24.21      -2.4
 tonnes
 
 Net Sale Value (Rs,crore)     10,652.60    10,842.82      -1.8
 
 Operating EBITDA               1,482.88     1,473.13       0.7 
 (crore)
 
 Operating EBITDA                  13.92        13.59
 
 Margin (%)
 
 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
 changes.
 
 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
 initiatives.
 
 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
 takes place,
 
 (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 
 (7 crore) 
 
 Operating EBITDA -                  54.29     34.12       59.1 
 (Rs, crore) 
 
 Operating EBITDA                     5.61      4.48
 
 Margin (%)
 
 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
 2014.
 
 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
 competitive environment.
 
 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
 credentials.
 
 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
 promising.
 
 16.  CAPEX
 
 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
 of India.
 
 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
 Change.
 
 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
 disclosure.
 
 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
 at 84.5%.
 
 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
 year.
 
 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
 suppression systems.
 
 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
 plants.
 
 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
 two approaches:
 
 (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
 year.
 
 18.7 Biodiversity
 
 Your Company is committed to the conservation of biodiversity and mine
 rehabilitation. Efforts on biodiversity conservation are focused on
 following areas:
 
 (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
 biodiversity:
 
 (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
 the plants.
 
 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
 Companies.
 
 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
 workmen.
 
 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
 resolving bottlenecks.
 
 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
 preparedness.
 
 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
 discussed.
 
 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
 information.
 
 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,
 2015.
 
 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
 assessed.
 
 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
 
 27.1 SUBSIDIARIES
 
 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.
 
 Other Subsidiaries
 
 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
 nual_report_2015.pdf
 
 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
 Company.
 
 The Board of Directors has elected Mr Eric Olsen, CEO of LafargeHolcim
 Ltd., as Deputy Chairman of the Board with effect from February 11,
 2016.
 
 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,
 2015.
 
 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
 Director.
 
 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
 Governance
 
 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
 uction_program.pdf
 
 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
 under review.
 
 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,
 if any;
 
 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
 basis;
 
 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.  MEETINGS
 
 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
 Transactions.
 
 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.
 
 Chaibasa Mining
 
 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.  AUDITORS
 
 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''.
 
 36.  AWARDS
 
 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
 practices.
 
 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
 sales services.
 
 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,
 and
 
 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
 Regulations.
 
 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.
 
 44.  ACKNOWLEDGEMENTS
 
 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
 
                                                             Chairman 
 
 Mumbai 
 
 February 10, 2016
Source : Dion Global Solutions Limited
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