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Directors Report Year End : Dec '14    « Dec 13
Dear Members,
 The Directors take pleasure in presenting the Seventy Ninth Annual
 Report together with the audited financial statements for the year
 ended December 31, 2014. The Management Discussion and Analysis has
 also been incorporated into this report.
 * Consolidated income for the year increased by 5% to Rs. 11,995.42
 Crore as compared to Rs. 11,431.10 Crore in 2013;
 * Consolidated net sales for the year was
 Rs. 11,480.31 Crore as compared to
 Rs. 10,889.08 Crore in 2013, a growth of 5.4%;
 * Consolidated profit before tax for the year was Rs. 1,119.54 Crore as
 compared to Rs. 1,213.64 Crore in 2013;
 * Consolidated Profit after tax for the year was Rs. 1,161.82 Crore
 (including tax write back of Rs. 309.23 Crore) as compared to Rs.
 1,094.67 Crore in 2013 (including tax write back of Rs. 216.74 Crore).
                                                          Rs. Crore
                                                      2014         2013
 Revenue from Operations(Net) and 
 other income                                    11,995.42    11,431.10
 Profit Before Tax (PBT)                          1,119.54     1,213.64
 Provision for Tax                                 (31.13)       131.91
 Profit After Tax (PAT)                           1,161.82     1,094.67
 Balance brought forward from previous year       4,158.74     3,845.79
 Profit available for Appropriations              5,320.56     4,940.46
 Interim Equity Dividend                            281.62       206.52
 Proposed Final Equity Dividend                     356.72       356.72
 Tax on Equity Dividends                            119.18        95.72
 Previous Year Tax on Equity Dividends                   -         2.76
 General Reserve                                    130.00       120.00
 Surplus carried to the next year''s account       4,433.04     4,158.74
                                                          Rs. Crore
                                                      2014         2013
 Revenue from Operations(Net) and 
 other income                                    12,006.49    11,435.28
 Profit Before Tax (PBT)                          1,135.20      1226.96
 Provision for Tax                                 (33.09)       131.20
 Profit After Tax (PAT)                           1,168.29     1,095.76
 Balance brought forward from previous year       4,175.87     3,861.83
 Profit available for Appropriations              5,344.16     4,957.59
 Interim Equity Dividend                            281.62       206.52
 Proposed Final Equity Dividend                     356.72       356.72
 Tax on Equity Dividends                            119.18        95.72
 Previous Year Tax on Equity Dividends                   -         2.76
 General Reserve                                    130.00       120.00
 Surplus carried to the next year''s account       4,456.64     4,175.87
 The Company proposes to transfer an amount of Rs. 130 Crore to the
 General Reserves. An amount of Rs. 4,456.64 Crore is proposed to be
 retained in the Statement of Profit and Loss.
 Your Directors are pleased to recommend a final dividend of Rs. 19/-
 per equity share of Rs. 10 each. The Company had distributed an interim
 dividend of Rs. 15/- per equity share of Rs. 10 each in August 2014.
 The total dividend for the year ended December 31, 2014 would
 accordingly be Rs. 34/- per equity share of Rs. 10 each.  The total
 outgo for the current year amounts to Rs. 757.52 Crore, including
 dividend distribution tax of Rs. 119.18 Crore as against Rs. 658.96
 Crore including dividend distribution tax of Rs. 95.72 Crore in the
 previous year.
 During the year, the unclaimed dividend pertaining to the 69th dividend
 for the year ended December 31, 2006 and the 70th Interim dividend for
 the year ended December 31, 2007 were transferred to the Investor
 Education & Protection Fund after giving due notice to the Members.
 The paid up Equity Share Capital as on December 31, 2014 was Rs. 187.95
 Crore. During the year under review, the Company has not issued shares
 with differential voting rights nor granted stock options nor sweat
 equity. As on December 31, 2014, none of the Directors of the Company
 hold shares or convertible instruments of the Company.
 Cash and cash equivalent as at December 31, 2014 was Rs. 1,686 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.
 During the year, the Non-Convertible Debentures aggregating Rs. 32
 Crore were redeemed (Rs. 125 Crore were bought back/ redeemed in 2013).
 Accordingly all the debentures stand extinguished.
 The Company had discontinued its fixed deposit scheme in the financial
 year 2001- 02. Despite efforts to identify and repay unclaimed deposits
 the total amount of fixed deposits matured and remaining unclaimed with
 the Company as on December 31, 2014 was Rs. 0.02 Crore. The Company has
 not accepted deposit from the public falling within the ambit of
 Section 73 of the Companies Act, 2013 and The Companies (Acceptance of
 Deposits) Rules, 2014.
 Details of Loans, Guarantees and Investments covered under the
 provisions of Section 186 of the Companies Act, 2013 are given in the
 notes to the Financial Statements.
 Indian economic growth in 2014 rose to ~5.2% from 4.7% last year as a
 result of the improving macro-economic situation. The wholesale and
 consumer price inflation has fallen to ~4.2% and 7.4% from last year''s
 6.3% and 10.1% on the back of a strong base effect. Falling oil prices,
 lower food and commodity prices and the proactive measures taken by the
 Government helped in containing inflation in 2014.
 Contrary to expectations, agricultural growth was strong at ~4.5% in
 2014. However, the slow pace of reforms, lack of impetus for
 infrastructure projects, high interest rates and tightening of fiscal
 policies adversely impacted the capital goods sector. Industrial
 production / output was also sluggish.
 The low economic growth appears to have bottomed out and a gradual
 increase in economic activity is expected in 2015. The medium term to
 long term growth prospects look positive in view of the Government''s
 determination to bring in reforms. For the year 2015, the economy is
 expected to grow at a higher rate than in 2014. The long term prospects
 for the economy is optimistic.
 The Indian Cement Industry has an installed capacity of ~360 million
 tonnes and the domestic consumption in the calendar year 2014 was
 ~264 million tonnes. Cement consumption grew at the rate of ~6% in the
 calendar year 2014.
 The overall cement demand is estimated to grow at the rate of 6% in
 2015. The consumption growth may go beyond 6% if investment is made in
 the infrastructure segment. With the gradual reduction in fiscal
 deficits and Consumer Price Index, it is expected that the interest
 rates would gradually come down which would stimulate demand in the
 housing sector. The Company''s continued focus on cost reduction, its
 thrust on increasing the sale of premium products and various other
 customer excellence initiatives should help in presenting an improved
                                         2014         2013       Change
 Production -                           24.24        23.86         1.59
 million tonnes
 Sales Volume-                          24.21        23.93         1.17
 million tonnes
 Sale Value (Rs. Crore)             10,720.28    10,233.17         4.76
 (Operating EBITDA                   1,473.13     1,609.19        -8.45
 (Rs. Crore)
 Operating EBITDA                       13.74        15.73
 Margin (%)
 9.1 Volume
 Domestic sales in 2014 increased by 1.5% to 24.14 million tonnes as
 compared to 23.80 million tonnes achieved in 2013.  Cement exports in
 2014 reduced to 0.07 million tonnes as compared to 0.13 million tonnes
 in 2013. Total cement sales (including exports) increased by 1.2% to
 24.21 million tonnes as compared to 23.93 million tonnes achieved in
 2013. The Company continues to focus on the Individual House Builder
 segment for higher profitability.
 The sale volumes of premium products in 2014 was 2.73 MT as against
 1.55 MT in 2013.
 9.2 Selling Price
 Selling price of cement improved by 4% in 2014 over 2013.
 During the year 2014, the economy witnessed an upward movement in the
 overall cost structure and the Company continued to focus on cost
 improvements through its excellence programmes.
 10.1 Cost of materials consumed
 Cost of materials consumed accounted for 15% of total income from
 operations (14.4% in 2013). Cost of material consumed increased by 11%
 in 2014 over 2013. Slag prices were lower by 17% in 2014 as compared to
 2013 while gypsum prices remained almost flat.  Fly ash prices
 increased by 11% in 2014 over 2013. The cost of material consumed
 during the year increased on account of purchase of clinker as a result
 of temporary suspension of limestone mining operation at Chaibasa and
 10.2 Power & Fuel
 The power and fuel spend was Rs. 2,441.82 Crore which constitutes 21%
 of the total income from operations of the Company (Rs. 2,375.97 Crore
 in 2013 i.e. 21% of the total income from operations of the Company).
 The various initiatives taken such as the usage of industrial waste and
 biomass as alternate fuels and optimization of fuel mix, has limited
 the power and fuel costs increases to 2.8% in 2014 over 2013. Coal cost
 for kilns increased by 3.6% in 2014 over 2013 mainly on account of a
 drop in supply of linkage coal due to shortage of rakes and resultant
 higher procurement of imported and e-auction coal. Use of imported coal
 increased to 24% in 2014 (21% in 2013) while linkage coal availability
 reduced to 57% in 2014 (67% in 2013). Coal cost for captive power
 plants increased by 10% mainly because of limited availability of CPP
 grade linkage coal and resultant higher procurement of market /
 imported coal.  Improved operating efficiencies of kiln and captive
 power plants and benefits derived from Waste Heat Recovery System
 (WHRS) operations had a positive impact in limiting cost increases.
 The Company continues to focus on maximizing Alternative Fuels & Raw
 Materials (AFR) consumption in the cement manufacturing process.
 10.3 Freight & Forwarding expenses
 Freight and forwarding expenses were Rs. 2,598.33 Crore which
 constitutes 22% of total income from operations of the Company (Rs.
 2,308.87 Crore in 2013 i.e. ~21% of total income from operations).
 Freight and forwarding expenses went up by 12.5% in 2014 over 2013.
 Freight on clinker transfer increased mainly on account of railway
 freight increase, freight rationalization by Railways and long lead
 inter unit movements of clinker.
 Freight on cement despatches increased on account of higher cement sale
 volumes as also on account of hike in rail and road freight. This
 increase was partially offset by improvement in logistics operational
 10.4 Other Expenditure
 Other expenditure constitutes ~21% of total income from operations of
 the Company. The increase in other expenditure was restricted to 3.5%
 in 2014 over 2013.
 Continued focus on reduction in fixed cost helped in restricting the
 fixed cost increases to ~3% in 2014 on a YoY basis.
 In 2012, an Institutionalizing Excellence programme was launched across
 all functions to sustain exceptional performance over time.  The
 programme is now central to the Company''s growth initiatives and the
 whole organization is galvanized to accomplish targets. Over a period
 of two years, the programme has yielded encouraging results and has
 helped the Company balance inflationary pressures by improving
 efficiencies. The Institutionalizing Excellence journey continues with
 a strong focus on Safety.
 In Manufacturing Excellence, two Plants, Chanda and Jamul, figured in
 the top fifteen amongst all Holcim Plants globally in terms of
 efficiency.  Efforts are underway towards raising the Company''s overall
 efficiency parameters closer to aspirational targets and to pursue
 further reductions in input costs of coal, power generation and in
 mineral components like gypsum, slag and fly ash. A manufacturing
 academy was setup that drives continuous improvement in each Plant by
 regular training and skill enhancement.
 The Customer Excellence programme focuses on the customer and seeks to
 achieve volume and price improvement and steps for the enhancement of
 brand equity.
 The Logistics Excellence journey saw visible and significant
 initiatives to optimize cost-to- serve and time-to-serve, reduce lead
 distances, eliminate multiple handling and initiate the creation of
 modern infrastructure at the plants and warehouses. The Radio Frequency
 Identification Device (RFID) and Global Positioning Systems (GPS)
 modules which were successfully deployed at three plants are being
 replicated at all plants of the Company in a phased manner.
 12.  CAPEX
 The ongoing Jamul Project in Chhattisgarh, which comprises a new
 state-of-the-art clinkering line of a capacity of 2.79 million tonnes
 per annum and grinding facilities of a capacity of 1.10 million tonnes
 at Jamul and of 1.35 million tonnes at Sindri are expected to be
 commissioned during 2015.
 The pre-processing and co-processing Alternative Fuel and Raw Materials
 (AFR) platforms at Wadi in Karnataka and Kymore in Madhya Pradesh have
 been commissioned in December 2014.
 During the year 2009, the Company through its wholly owned subsidiary,
 ACC Mineral Resources Limited (AMRL), had entered into four separate
 Joint Venture Agreements (JVA) with Madhya Pradesh State Mining
 Corporation Limited (MPSMC) for the development and operation of four
 coal blocks with an equity participation of 49% by AMRL and 51% by
 MPSMC. The coal from these four coal blocks was earmarked for supplies
 to cement plants of the Company.
 Out of the four coal blocks being developed, the Bicharpur Coal Block
 in district Shahdol was in an advanced stage of development. The second
 coal block Marki Barka in district Singrauli was also ready for
 commencement of mine development activities with all its regulatory
 clearances in place.
 While the development of coal blocks was in progress, on September 24,
 2014, the Hon''ble Supreme Court of India cancelled the allocation of
 Coal Blocks by the Government of India to State and private sectors.
 Consequently, allocation of Marki Barka, Semaria/Piparia and Morga IV
 coal blocks to MPSMC stood cancelled with immediate effect. However, by
 virtue of an advanced stage of development, the Bicharpur coal block is
 liable for cancellation with effect from March 31,2015.
 As of December 31, 2014, the amount incurred, invested and advanced
 (including deposits / advances to MPSMC and other parties) by the
 Company in this regard is ~ Rs. 153.79 Crore.  Subsequently, the
 Government promulgated The Coal Mines (Special Provisions) Ordinance,
 2014, which intends to take appropriate action to deal with the
 situation arising pursuant to the Hon''ble Supreme Court''s decision. The
 Management, based on its understanding of it''s contractual rights under
 its JV agreements, its interpretation of the Ordinance and on the basis
 of legal advice, believes that the financial loss or operational impact
 if any, will not be significant.
 In addition to the above Moira Madhujore North and South Coal block
 in the State of West Bengal was allocated to six companies by Ministry
 of Coal in December 2009, wherein your Company holds equity of 14.37%.
 The allocation of the said coal block has also been cancelled by the
 aforementioned Order of Supreme Court. The Company has impaired its
 investment amounting to Rs. 0.69 Crore made in this Joint Venture
 As a sequel to the Supreme Court''s Order dated May 16, 2014 in two
 separate Public Interest Litigations, policy changes were made by the
 Government with regard to renewal of mines and deemed mining rights.
 As per the Supreme Court''s directive, such of the mines which were
 hitherto operating under deemed renewal without any express orders of
 renewal passed by the State Governments were not allowed to operate
 until express orders were passed by the respective State Governments in
 terms of Section 8(3) of the Mine and Mineral (Development and
 Regulation) Act, 1957. Pursuant thereto, the Government of India
 amended Sub Rule, 24A(6) of the Mineral Concession Rules which had the
 effect of disallowing deemed renewal status for second and subsequent
 mining leases and limiting the deemed renewal status even in case of
 the first renewal application to only two years. This development has
 temporarily impacted the mining operations at Bargarh and Chaibasa
 which in turn affected the clinker production at the said Plants and
 clinker was required to be procured from other sister plants as well as
 from outside. The Government has since passed the Mines and Minerals
 (Development and Regulation) Ordinance on January 12, 2015 in terms of
 which the mining leases would stand extended from the date of their
 last renewal upto March 31, 2030 in cases where the mines were being
 operated for captive consumption, such as in the case of the Company.
 Ready Mixed Concrete business continues to perform well despite the
 fact that in 2014, the Industry witnessed the entry of more players and
 increased liquidity issues. The RMX market is greatly fragmented and
 with increased participation by the unorganized segments, there is
 pressure on pricing. Against this backdrop, the Operating EBITDA
 increased to Rs. 34.12 Crore in 2014 from Rs. 19.61 Crore in 2013.
 Sales volume improved by 18%.
 The growth in business is attributed to the efforts made to enhance
 customer satisfaction.  ACC Concrete is being perceived as a solutions
 provider rather than merely as a concrete supplier. This was made
 possible by continuous customer involvement in projects and by offering
 various products and providing value added services for its
 stakeholders. A new line of allied products which could be supplied in
 the form of ready to use mortar were developed, produced and marketed.
 The Centre of Excellence set up by the Company facilitates and supports
 capability demonstration initiatives, helps in engaging with customers
 and trains professionals in advanced construction techniques.
 There is considerable focus by the Government on infrastructure
 development and in the year 2015, the construction sector is expected
 to grow at a higher rate than in 2014. Demand for RMX is expected to
 revive in almost all markets across the country and is likely to be
 stronger in metro markets like Mumbai, Bengaluru, Chennai, and Delhi.
 Major demand is expected to come from large investments in
 infrastructure and development of real estate across India in proposed
 future cities. Reduction in lending rates by banks and restructuring of
 loans should ease the liquidity position and help boost sales and
 profitability. Ready Mix Concrete is expected to maintain the momentum
 and contribute to the overall business with enhanced participation.
                               2014      2013    Change
 Production - Lakh            19.65     15.96     23.12
 Cubic Meters
 Sales volume - Lakh          21.24     18.00     18.00
 Cubic Meters
 Sale value - (Rs. Crore)    760.77    655.91     15.99
 Operating EBITDA -           34.12     19.61     73.99
 (Rs. Crore)
 Operating EBITDA              4.48      2.99
 Margin (%)
 Sustainability has been deeply embedded into the Company''s business and
 has become an integral part of its decision making process while
 considering social, economic and environmental dimensions. During the
 year 2014, a Sustainability Development road map for the period
 2014-2017 was developed with a focus on the following areas:
 (a) Reduction of Specific CO2 emissions;
 (b) Enhancing Thermal Substitution Rate (TSR);
 (c) Reducing specific water consumption;
 (d) Reduction of specific total energy intensity (Thermal &
 (e) Improving CSR footprint focusing on inclusive business projects.
 The Company''s cement operations retained its certifications under
 various management systems for quality, environment, energy and safety.
 16.1 CO2 Emissions:
 The Company continued in its efforts towards achieving the commitments
 of Low Carbon Technology Roadmap for the Indian Cement Industry under
 the umbrella of the Cement Sustainability Initiative (CSI) in India of
 the World Business Council for Sustainable Development (WBCSD).
 The various initiatives taken resulted in reducing the specific CO2
 emissions per tonne of cement to 526 Kg CO2/tonne of cement from 538 Kg
 CO2/tonne of cement.  The CO2 emission per tonne of cement including
 emissions from on site power generation has been reduced to 617 Kg CO2/
 tonne of cement from 641 Kg CO2/tonne of cement.
 16.2 Alternative Fuels and Raw Materials (AFR):
 The Company provides co-processing and waste management services to
 over a hundred customers which facilitates disposal of a wide range of
 hazardous and non-hazardous industrial waste streams in the form of
 solids, sludges and liquids.
 The pre-processing and co-processing platforms which were commissioned
 during the year at Kymore and at Wadi will add momentum to
 co-processing of larger volumes of wastes in an efficient manner.  The
 AFR feeding and storage systems have also been ramped up in these
 plants to the required levels.
 16.3 Reduction of Thermal Energy
 Many initiatives for process optimization were taken to reduce specific
 thermal energy in the manufacturing of clinker.  These efforts resulted
 in reduction of 16 MJ of specific thermal energy / tonne of clinker to
 3050 MJ in 2014 as compared to 3066 MJ in 2013. Other measures such as
 enhancing the usage of industrial waste and biomass as alternative
 fuels and optimization of fuel mix has helped to contain the energy
 costs to some extent.
 16.4 Clinker Factor
 Through research and product innovation, the Company has been able to
 reduce clinker factor in both varieties of blended cements viz.
 Portland Slag Cement and Portland Pozzolana Cement. The use of slag and
 fly ash in cement manufacture helps the steel industry and power plants
 to dispose of their waste in an environmentally friendly manner.
 The Company''s blended cement production activities at Wadi, Kymore,
 Chanda and Tikaria are registered with United Nations Framework
 Convention on Climate Change (UNFCCC) as a Clean Development Mechanism
 (CDM) Project. The blended cement project is one of the biggest CDM of
 its kind in the Indian Cement Industry.
 16.5 Renewable Energy:
 The Company''s renewable energy portfolio consists of 19 MW in the form
 of wind farms across three states viz. 9 MW in Tamil Nadu, 7.5 MW in
 Rajasthan and 2.5 MW in Maharashtra. These helped the Company meet its
 non-solar renewable purchase obligations for Madukkarai and Lakheri
 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.
 16.6 Waste Heat Power generation from process waste heat
 During the year 2014, the Waste Heat Recovery System (WHRS) at Gagal
 Cement Works became fully operational and produced 46.64 million kWh of
 electrical energy.
 16.7 Dust Emissions
 The Company''s average kiln stack dust emissions were well below the
 statutory norms fixed by the States in which the Company operates. This
 has been achieved through various controls and maintenance measures
 which were implemented on a continuous basis. The Company has also
 implemented various measures across all its operations to control
 fugitive emissions.
 16.8 Water Initiatives:
 Multiple initiatives were taken in process and non process areas to
 improve the water performance which resulted in 15.6% reduction of
 specific water consumption/ tonne of cement. 
 These include:
 * Increased use of recycled water for process and non-process
 * Minimizing leakages and wastages;
 * Implementing water metering systems for accurate measurement of water
 consumption/withdrawal and to initiate more intense and focused
 measures for conserving water;
 * Implementing rain water harvesting measures in mines, plant, colony
 and surrounding communities.
 16.9 Biodiversity
 A biodiversity risk assessment of all mines of the Company has been
 carried out.  Afforestation and biodiversity conservation programmes
 have been initiated / implemented across all the Company''s plants and
 mines. The Company has become a member of Indian Business Biodiversity
 Initiative (IBBI) a collaborative initiative of Confederation of Indian
 Industry (CII) and Ministry of Environment Forest and Climate Change
 (MoEF & CC) and Leaders for Nature (LfN), an initiative led by
 International Union for Conservation of Nature (IUCN) India.  It has
 agreed to their charters and is in the process of implementing various
 associated initiatives.
 16.10 Green Products
 The Company made efforts to promote and increase sales of various
 innovative cement products like ACC-Gold, ACC- F2R, ACC Plus, ACC
 Coastal  and concrete products such as Permecrete, Stampcrete and
 Imprincrete, ready to use mortar, Thermocrete and Hi-densecrete which
 have lower environmental footprint.
 16.11 Green Building Material Centres:
 During the year 2014, four new Green Building Material Centres were
 setup in different parts of India. These centres provide a one-stop
 solution in housing expertise and building materials required for high
 quality low cost housing. These centres also offer architectural
 services, skilled masons for housing construction. The building
 material supplies include bricks, blocks, tiles, cement etc. These
 materials are produced from local resources and incorporate waste
 material like fly ash which help in reducing CO2 emissions. This
 initiative received global recognition for its environment and social
 benefits. The Company is planning to scale up these centres in the
 coming years.
 As part of its initiatives under Corporate Social Responsibility
 (CSR), the Company has undertaken projects in the areas of Education,
 Livelihood, Health, Water and Sanitation. These projects are largely in
 accordance with Schedule VII of the Companies Act, 2013.
 During the year 2014, the Company''s community development efforts
 successfully touched the lives of almost 5,00,000 people spanning ~150
 villages across the country. Providing quality education initiatives in
 the plants'' neighborhood schools benefited ~29,000 students during the
 year. Scholarships were awarded to ~500 meritorious students from
 weaker sections of the society to help them continue with their
 education. Technology aided education initiatives like smart classes
 and interactive kiosks reached out to students in ~26 rural schools to
 keep pace with modern methods of learning. Specific support was
 provided to revive education for ~750 girl children under ACC ki
 Ladli Project.  The Company continued to support 7 Government- run
 Industrial Training Institutes under the Public Private Partnership
 Schemes with Ministry of Labour and Employment, Government of India.
 Skill development training programmes were imparted to unemployed youth
 in partnership with specialized NGOs, which helped ~3,800 youth get job
 placements in various manufacturing and service sector enterprises. The
 Company supported the formation of 486 Self Help Groups (SHGs) and in
 their strengthening through structured training activities. In matters
 of health and nutrition, the Company''s initiatives benefitted more than
 1,00,000 people. Support to 134 anganwadi centers helped ~8,000
 children get access to better health and nutrition. A Centre for
 awareness, prevention and treatment of Sexually Transmitted Infections
 (STI) was established at Tikaria Cement Works. Nearly 3042 HIV/ AIDS
 affected persons were supported through counselling, testing and
 treatment through Anti Retroviral Therapy (ART) and STI Centers.
 Sanitation, being a national agenda, the Company has developed four
 affordable prototypes of toilets through the Green Building Center. It
 has also led the forum of Confederation of Indian Industries(CII)
 Sanitation Committee to promote the sanitation initiative of Government
 of India and has also actively participated in forums on Public Health
 & Education.
 The Annual Report on CSR activities is annexed herewith as Annexure
 In pursuit of ensuring No harm anywhere to anyone associated with
 ACC, Occupational Health & Safety (OH&S) remains the Company''s top
 priority. In continuation with the Surakhsha Laher initiative which
 was launched in 2013, Suraksha Laher 2 and Suraksha Laher 3
 initiatives were launched. The Suraksha Laher 2 aimed at building
 Line Ownership and OH&S Competency, establish forums for improving
 communication and focused on Fatality Prevention. Under this initiative
 Suraksha Samvad forum was set up for improving bottom up
 communication. This initiative successfully involved and positively
 engaged all levels of personnel on the shop floor including Shop Floor
 Associates (SFA) and the Company''s business partners in the process of
 identification and closure of hazards. Another major contribution of
 Suraksha Laher 2 was the OH&S Leadership Training Program for improving
 OH&S capabilities of Middle Management level employees. The Zone
 ownership structure was further enhanced to improve visible leadership
 with performance targets and reviews being conducted in the plant.
 Suraksha Laher 3 aimed at revisiting the implementation of some of the
 important Fatality Prevention Elements (FPEs) such as working at
 heights, isolation and lockout with a view to close the gaps identified
 during audit assessments.
 With regard to contractor safety, two key areas of focus identified
 were Facility Management for the contractors'' employees and Equipment,
 Tools & Material Management. The Facility Management initiative was
 implemented to ensure adequate welfare facilities for contract labour
 such as washrooms with bathing facilities, rest rooms, availability of
 drinking water etc. The Equipment, Tools & Material Management program
 ensured that the tools used by contractors were safe. The process of
 screening of contractors was made more stringent to ensure that the
 contractors were aligned with the Company''s objectives to ensure ''Zero
 18.1 Logistics Safety
 The focus on Logistics Safety continued with a view to prevent vehicle
 related incidents through various planned interventions viz.:
 * Defensive Driving training for drivers;
 * vehicle inspection at plants;
 * segregation of pedestrian and vehicular traffic inside plants;
 * ''Suraksha Kawach'' campaign for seat belt usage aimed at truck
 * installation of GPS in dedicated trucks in a phased manner for
 journey monitoring;
 * entering into MOU''s on logistics safety with our authorized road
 * engagement sessions with truck drivers and felicitating safe drivers.
 A programme for improving safety in the warehouses has also been
 initiated. The Company was declared as Holcim''s Regional Award Winner
 for South Asia/ASEAN in recognition of its Logistics Safety Improvement
 18.2 Occupational Health
 In 2014, the Emergency Medical Response (EMR) capabilities in mines
 were further improved. Each mine site has an ALS ambulance, appropriate
 stretchers, Automated External Defibrillator (AEDs) units and proper
 first aid facilities. In each of the plants, at least 50% of the shift
 supervisors have been trained in basic life support techniques and a
 total 2000 shift supervisors have been trained in this regard.
 To reduce health risk factors among employees and their families,
 various programmes were launched and implemented with the assistance of
 health peers selected and trained from Shop Floor Associates and
 through the extensive use of the Company''s intranet portal
 Many initiatives have been taken to support business through
 organizational efficiency, process change support and various employee
 engagement programmes which has helped the Organization achieve higher
 productivity levels.  A significant effort has also been undertaken to
 develop leadership as well as technical/ functional capabilities in
 order to meet future talent requirement.
 The Company''s HR processes such as hiring and on-boarding, fair
 transparent online performance evaluation and talent management
 process, state-of-the-art workmen development process, and market
 aligned policies have been seen as benchmark practices in the Industry.
 These state-of-the-art HR processes within the Organization, have
 enabled the Company to earn the No. 1 position of being the Best
 Company to work for in Cement Sector by Fortune India Magazine in 2014.
 During the year under review, the following Human Resources initiatives
 received greater focus:
 * Employer of Choice: The Company has positioned itself with leading
 educational institutes as one of the best companies to work for.
 Employees have an option to work with world class cement technology and
 have the flexibility to pursue different functions. Employees are
 encouraged to express their views and are empowered to work
 independently. Employees are given the opportunity to learn through
 various small projects which make them look at initiatives from
 different perspectives and thus provide them with a platform to become
 result oriented. This has helped greatly in overall development of the
 employee and has significantly arrested the attrition rate.
 * Leadership Development: As a part of leadership development ~40
 talented employees have been seconded to the senior leadership team to
 mentor them and prepare them for the next higher role. Apart from this,
 a large number of senior, middle and other employees are sent for
 leadership programmes or are assigned to small independent projects
 which are planned for identified talent.
 * Industrial Relations: The Company''s Industrial Relations policy has
 been benchmarked by the manufacturing sector.  The Company shares
 relevant business information with the Unions in order to enlighten
 them and make them sensitive towards business requirements. This has
 helped to build a healthy relationship and resolve issues through
 mutual dialogue.
 * A unique dual educational program has been developed on the lines of
 the Swiss German vocational educational and training program (VET). The
 program has been successfully implemented in one of the Company''s
 technical institutes.
 Pursuant to the requirement of Clause 49 of the Listing Agreement, the
 Company has constituted a Business Risk Management Committee. The
 details of Committee and its terms of reference are set out in the
 Corporate Governance Report forming part of the Board''s Report.
 The Company has a robust Business Risk Management (BRM) framework to
 identify, evaluate business risks and opportunities. This framework
 seeks to create transparency, minimize adverse impact on the business
 objectives and enhance the Company''s competitive advantage.  The
 business risk framework defines the risk management approach across the
 enterprise at various levels including documentation and reporting. The
 framework has different risk models which help in identifying risks
 trend, exposure and potential impact analysis at a Company level as
 also separately for business segments viz. cement and RMX. Risk
 management forms an integral part of the Company''s Mid-Term Planning
 The key business risks identified by the Company and its mitigation
 plans are as under:
 Project Risks:
 The Cement Industry is capital intensive in nature. Its Compound Annual
 Growth Rate (CAGR) for the next five years is expected to be ~6.5 %. In
 the execution of large projects which are highly capital intensive in
 nature, there could be exposure to time and cost overruns. To mitigate
 these risks, the project management team and the project accounting and
 governance framework has been further strengthened. Whilst the Company
 continues to draw on Holcim''s expertise, a separate Organization
 structure at Project sites with defined roles and accountability is put
 in place for large projects.
 Competition Risks:
 The Cement Industry is becoming intensely competitive with the foray of
 new entrants and some of the existing players adopting inorganic growth
 strategies. To mitigate this risk, the Company is leveraging on its
 expertise, experience and its created capacities to increase market
 share, enhance brand equity / visibility and enlarge product portfolio
 and service offerings.  It would also leverage on its Infrastructure,
 Commercial and Institutional Sales team to offer value to large
 OH&S Risks:
 Safety of employees and workers is of utmost importance to the Company.
 To reinforce the safety culture in the Company, it has identified
 Occupational Health & Safety as one of its focus areas. Various
 training programmes have been conducted at the plants and sales units
 such as behavior based safety training program, Visible Safety
 Leadership program, Logistics Safety program etc. The accountability
 structure has also been strengthened with the introduction of a Zone
 Ownership concept and by integrating OH&S competencies into the job
 descriptions of all Top Management, Line Management and Safety
 The Company has an Internal Control System, commensurate with the size,
 scale and complexity of its operations. The scope and authority of the
 Internal Audit (IA) function is defined in the Internal Audit Charter.
 To maintain its objectivity and independence, the Internal Audit
 function reports to the Chairman of the Audit Committee of the Board.
 The Internal Audit Department monitors and evaluates the efficacy and
 adequacy of internal control system in the Company, its compliance with
 operating systems, accounting procedures and policies at all locations
 of the Company and its subsidiaries. Based on the report of internal
 audit 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.
 The Company has a vigil mechanism named Fraud Risk Management Policy
 (FRM) to deal with instance of fraud and mismanagement, if any.  The
 details of the FRM Policy is explained in the Corporate Governance
 Report and also posted on the website of the Company.
 23.1 ACC Mineral Resources Limited (AMRL)
 AMRL had entered into a Joint Venture Agreement with Madhya Pradesh
 State Mining Corporation Limited (MPSMC) for development of four coal
 blocks viz.  Bicharpur, Marki Barka, Simaria Piparia and Morga IV.
 Pursuant to the Supreme Court''s Order as discussed in para 13 above,
 the allocation of three coal blocks to MPSMC viz.  Marki Barka, Simaria
 Piparia and Morga IV were immediately cancelled. The fourth coal block
 viz. Bicharpur is liable for cancellation w.e.f. March 31, 2015. While
 work on Bicharpur Coal Block has been temporarily suspended following
 the Supreme Court''s Order, the safety and security of the block is
 being maintained and will continue to be maintained till the vesting of
 the coal block in accordance with the The Coal Mines (Special
 Provisions) Ordinance, 2014.
 AMRL has neither operating nor trading activity. The Consolidated Other
 Income of Rs. 1.74 Crore represents the interest received on the loans
 advanced by it to its Joint Venture Companies. The Consolidated loss
 after depreciation, amortization and tax for the year ended December
 31, 2014 was Rs. 5.85 Crore.
 23.2 Bulk Cement Corporation (India) Limited (BCCI)
 During the year under review, BCCI handled cement volumes of 10.30 lakh
 tonnes as against 9.60 lakh tonnes in 2013. The profit after tax for
 the year 2014 is Rs. 432.99 lakhs as against Rs. 270.94 lakhs in the
 year 2013.
 23.3 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.
 23.4 Audited financial statements of the Company''s Subsidiaries
 The audited financial statements, the Auditors Report thereon and the
 Board''s Report for the year ended December 31, 2014 for each of the
 Company''s subsidiaries viz. ACC Mineral Resources Limited, Bulk Cement
 Corporation (India) Limited, Lucky Minmat Limited, National Limestone
 Company Private Limited and Singhania Minerals Private Limited are
 The Board of Directors had appointed Mr Arunkumar Gandhi and Mrs
 Falguni Nayar as Additional Directors of the Company in the category of
 Independent Directors with effect from April 24,2014. Thereafter, at
 the Extraordinary General Meeting (EGM) of the Company held on
 September 10, 2014, the Members of the Company appointed the said
 Directors as Independent Directors under the Companies Act, 2013 for a
 period of 5 years with effect from April 24, 2014.
 At the said EGM held on September 10, 2014, the Members had also
 appointed the existing Independent Directors viz. Mr N S Sekhsaria, Mr
 Shailesh Haribhakti, Mr Sushil Kumar Roongta, Mr Ashwin Dani, Mr
 Farrokh Kavarana as Independent Directors under the Act each for a term
 of five years with effect from July 24, 2014.
 All Independent Directors have given declarations that they meet the
 criteria of independence as laid down under Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 The Board of Directors had on the recommendation of the Nomination &
 Remuneration Committee appointed Mr Harish Badami as Chief Executive
 Officer & Managing Director (CEO & MD) Designate for the period August
 1,2014 till August 12, 2014 and thereafter as the CEO & MD of the
 Company for a period of 5 years with effect from August 13, 2014. The
 Members of the Company had at the aforesaid EGM also approved the said
 appointment and terms of remuneration of Mr Harish Badami as CEO & MD.
 Mr Kuldip Kaura former CEO & MD retired from the services of the
 Company with effect from August 13, 2014.
 Mr M L Narula, a Non Executive Director of the Company retired from the
 Board of Directors with effect from July 25, 2014.
 The Board has placed on record its appreciation for the outstanding
 contributions made by Mr Kuldip Kaura and Mr M L Narula during their
 respective tenures of office.
 In accordance with the provisions of the Companies Act, 2013 and in
 terms of the Memorandum and Articles of Association of the Company, Mr
 Bernard Fontana and Mr Aidan Lynam retire by rotation and are eligible
 for re-appointment.
 24.1 Board Evaluation
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an 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 manner in which the
 evaluation has been carried out has been explained in the Corporate
 Governance Report.
 24.2 Remuneration Policy
 The Board has, on the recommendation of the Nomination & Remuneration
 Committee framed a policy for selection and appointment of Directors,
 Senior Management and their remuneration.  The Remuneration Policy is
 stated in the Corporate Governance Report.
 24.3 Meetings
 A calendar of Meetings is prepared and circulated in advance to the
 During the year six Board Meetings and six Audit Committee Meetings
 were convened and held.  The details of which are given in the
 Corporate Governance Report. The intervening gap between the Meetings
 was within the period prescribed under the Companies Act, 2013.
 To the best of their knowledge and belief and according to the
 information and explanations obtained by them, your Directors make the
 following statements in terms of Section 134(3)(c) of the Companies
 Act, 2013:
 a.  that in the preparation of the annual financial statements for the
 year ended December 31, 2014, 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 judgement 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 at December 31, 2014 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 financial statements have been prepared on a going
 concern basis;
 e.  that proper internal financial controls were in place and that the
 financial controls were adequate and were operating effectively.
 f.  that systems to ensure compliance with the provisions of all
 applicable laws were in place and were adequate and operating
 All related party transactions that were entered into during the
 financial year were on an arm''s length basis and were in the ordinary
 course of business. There are no materially significant related party
 transactions made by the Company with Promoters, Directors, Key
 Managerial Personnel or other designated persons which may have a
 potential conflict with the interest of the Company at large.
 All Related Party Transactions are placed before the Audit Committee as
 also the Board for approval. Prior omnibus approval of the Audit
 Committee is obtained on a quarterly basis 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. The Company has developed a Related Party
 Transactions Manual, Standard Operating Procedures for purpose of
 identification and monitoring of such transactions.
 The policy on Related Party Transactions as approved by the Board is
 uploaded on the Company''s website.
 None of the Directors has any pecuniary relationships or transactions
 vis-a-vis the Company.
 An Ordinary Resolution was passed by the Members of the Company by
 means of a Postal Ballot approving the Technology and Know-how
 Agreement with Holcim Technology Limited (HTL) which, inter alia,
 provided for the payment of technology and knowhow fees @ 1% of the net
 sales of the Company to HTL. Whilst the Agreement was valid for a
 period of five years, the technology and know-how fee was to remain in
 force for a period of two years with effect from January 1,2013. The
 Members had authorized the Board of Directors to review the technology
 and knowhow fee rate before the end of the financial year 2014.
 Accordingly, the Board of Directors had at its Meeting held on December
 10, 2014 reviewed the rate of technology and know-how fee payable to
 HTL and have decided that the rate be retained @ 1% of the net sales
 till the end of the period of the agreement, i.e. upto and including
 December 31,2017.
 There are no significant material orders passed by the Regulators /
 Courts which would impact the going concern status of the Company and
 its future operations. Pursuant to a complaint filed before the
 Competition Commission of India (CCI) by the Builders Association of
 India against some of the cement manufacturers including the Company,
 the CCI had in June 2012 held that the cement manufacturers had
 contravened the provisions of Section 3(3)(a) and 3(3)(b) read with
 Section 3(1) of the Competition Act, 2002.  The CCI had accordingly
 imposed a penalty on the cement manufacturers aggregating Rs. 6,300
 Crore. The penalty imposed on the Company is Rs. 1,147 Crore. The
 cement manufacturers including the Company has filed an Appeal before
 the Competition Appellate Tribunal (COMPAT) and the matter is
 sub-judice. COMPAT has directed the cement manufacturers including the
 Company to deposit 10% of the penalty amount.  Accordingly, the Company
 has deposited Rs. 114.7 Crore in the form of a bank fixed deposit with
 a lien in favour of COMPAT. Based on expert legal advice, the Company
 believes that it has a good case and expects a favourable decision in
 the appellate proceedings.
 29.1 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 reappointment. They have confirmed their
 eligibility under Section 141 of the Companies Act, 2013 and the Rules
 framed thereunder for reappointment as Auditors of the Company. As
 required under Clause 49 of the Listing Agreement, 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.
 Members'' attention is invited to the observation made by the Auditors
 under Emphasis of Matter appearing in the Auditors Reports.
 29.2 Cost Auditors
 Pursuant to Section 148 of the Companies Act, 2013 read with The
 Companies (Cost Records and Audit) Amendment Rules, 2014, the cost
 audit records maintained by the Company in respect of its cement
 activity is required to be audited. Your Directors had, 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 2014
 on a remuneration of Rs. 10 lakhs. As required under the Companies Act,
 2013, 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 seeking Member''s ratification for the
 remuneration payable to Messrs N I Mehta & Co., Cost Auditors is
 included at Item No. 6 of the Notice convening the Annual General
 29.3 Secretarial Audit
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and The Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, 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
 Audit Report is annexed herewith as Annexure B.
 30.  AWARDS
 During the year under review, your Company received many awards and
 felicitations conferred by reputable organizations for achievements in
 different areas such as Safety, Manufacturing Excellence and
 Environment Management. ACC ranked as India''s Most Admired Companies
 in Cement Sector in a Fortune India - Hay Group Survey for the second
 consecutive year. Your Company''s Annual Report for 2013 won the Gold
 Shield from the prestigious Institute of Chartered Accountants of India
 for Excellence in Financial Reporting.
 Your Company believes that its Members are among its most important
 Accordingly, your Company''s operations are committed to the pursuit of
 achieving high levels of operating performance and cost
 competitiveness, consolidating and building for growth, enhancing the
 productive asset and resource base and nurturing overall corporate
 reputation. Your Company is also committed to creating value for its
 other stakeholders by ensuring that its corporate actions positively
 impact the socio-economic and environmental dimensions and contribute
 to sustainable growth and development.
 As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
 separate section on corporate governance practices followed by the
 Company, together with a certificate from the Company''s Auditors
 confirming compliance forms an intergal part of this Report.
 As per Clause 55 of the Listing Agreement with the Stock Exchanges, a
 separate section on Business Responsibility Reporting forms an intergal
 part of this Report.
 The Consolidated Financial Statements of the Company prepared in
 accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23
 and AS 27 issued by the Institute of Chartered Accountants of India
 form part of this Annual Report.
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo stipulated under Section 134(3)(m)
 of the Companies Act, 2013 read with Rule, 8 of The Companies
 (Accounts) Rules, 2014, is annexed herewith as Annexure C.
 The details forming part of the extract of the Annual Return in form
 MGT 9 is annexed herewith as Annexure D.
 The information required pursuant to Section 197 read with Rule, 5 of
 The Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 in respect of employees of the Company, will be provided
 upon request. In terms of Section 136 of the Act, the Report and
 Accounts are being sent to the Members and others entitled thereto,
 excluding the information on employees'' particulars 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. If any Member is interested in
 obtaining a copy thereof, such Member may write to the Company
 Secretary in this regard.
 Your Directors thank the various Central and State Government
 Departments, Organizations and Agencies for the continued help and
 co-operation extended by them. The Directors also gratefully
 acknowledge all stakeholders of the Company viz. customers, members,
 dealers, vendors, banks and other business partners for the excellent
 support received from them during the year. The Directors place on
 record their sincere appreciation to all employees of the Company for
 their unstinted commitment and continued contribution to the Company.
 Statements in the Board''s Report and the Management Discussion &
 Analysis describing the Company''s objectives, expectations or forecasts
 may be forward-looking within the meaning of applicable securities laws
 and regulations.  Actual results may differ materially from those
 expressed in the statement. Important factors that could influence the
 Company''s operations include global and domestic demand and supply
 conditions affecting selling prices of finished goods, input
 availability and prices, changes in government regulations, tax laws,
 economic developments within the country and other factors such as
 litigation and industrial relations.
 The Ministry of Corporate Affairs vide its Circular No. 08/2014 dated
 April 4, 2014 clarified that the financial statements and the documents
 required to be attached thereto, the Auditor''s and Boards'' Report in
 respect of the financial year under reference shall continue to be
 governed by the relevant provisions of the Companies Act, 1956,
 schedules and rules made thereunder.  Accordingly, whilst the financial
 statements and the Auditor''s Report as aforesaid are prepared as per
 the requirements of the Companies Act, 1956, the Company, as per its
 commitment to transparency and good governance, has to the extent
 possible provided the information in the Board''s Report and the
 Corporate Governance Report as per the Companies Act, 2013.
                             For and on behalf of the Board of Directors
                                                           N S Sekhsaria
 February 3, 2015
Source : Dion Global Solutions Limited
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