Ambuja Cements Directors Report, Ambuja Cements Reports by Directors

Directors Report	Year End : Dec '12 � Dec 11

Dear Members, The is a pleasure to present the Annual Report of the Company for the year 2012, 1. THE JOURNEY OF EXCELLENCE CONTINUES The Company continues to occupy an important and benchmarked position in the cement industry through continual capacity enhancement, operational efficiencies, financial excellence and focused sustainable Hoity efforts which promote the well-being of society. With sound tactical and strategic initiatives and the indomitable spirit of I can'' the Company is well poised to continue its journey of excellence in the short and long time frame, 2. BRAVING THE SLOWDOWN INDIAN ECONOMY LOOKING FOR SILVER LINING IN SPATE OF REFORMS The Indian economy has shown remarkable resilience compared to other global economies. However, the stress was visible in below 6% projected GDP growth in �012 vis-a-vis aspirations of over 7% growth, in stark contrast to an average of 8% growth achieved during 2007-2011. Economic growth declined across all the sectors due to domestic and external factors, high inflation, wide fiscal deficit and unfavorable domestic savings and investment rate. Despite strong fundamentals and structural support, uncertainty and consequent lack of confidence held back investments in capital formation. Output was disrupted due to power outages and stalled projects. Services also slowed down due to both cyclical and structural factors. High inflation was a cause of worry, with wholesale price Index hovering over 7%. The weak rupee. Settling around 7 55 against USD, increased the import bill of crucial fuel supplies, thus driving up the current account deficit. In an attempt to rekindle India''s economic slowdown, the Government unveiled a series of economic reforms. These have certainly led to a revival in investors'' sentiment. Though the first half of the financial year 2012-13 grew by just 5.4%, the reforms- driven positive sentiment is expected to help achieve growth rate of approx 5.5% by the end of the financial year. Manufacturing PM1 data for December 2012 published by HSBC, reflects this sentiment as it surged to 6-month high, backed by Strong factory Output and a spike in new orders. Steps taken by the Government to reform the economy has given a positive tone to (he challenging scenario, A MIXED YEAR FOR THE CEMENT INDUSTRY The first half of �012 augured well with robust demand backed by states holding elections and due to extended construction period owing to a delayed monsoon. This demand was largely driven by rural housing and road construction while other infrastructure activities remained sluggish. In the second half, demand faltered as construction activities remained sub clued with the onset of the monsoon, which extended till late October and uneven distribution of rain across the country, leading to floods in some parts Of the country while some areas faced drought/drought-like situation. Cement industry also suffered due to shod age of essential construction materials like sand, bricks, water {due to drought), etc. High interest rates and an overall slowdown in the economy kept demand suppressed In spite of slowing down of capacity additions, supply side pressures continued to remain. Adverse demand supply situation, mainly post monsoon, resulted m lower capacity utilization. On the cost front, India''s cement industry continues to reel under the pressure of rising input costs and high inflation rates. In March 2012, the railways rationalized freight rates, by effecting major changes in freight slabs which resulted in approximately 20''25% increase in freight charges. The Government also hiked diesel pence''s by 15/- per later (excluding VAT) in the middle of September, putting further pressure on freight & distribution costs. Some respite came in the form of reduced imported coal prices in the later part of the year, however, the cost benefit was restricted by a volatile rupee. Overall, The cost of coal increased in double digits. 3. FINANCIAL RESULTS 2012 AT A GLANCE (STAND ALONE RESULTS): - Cement production increased modestly by 3,1% to reach 21.62 million Non tonnes, from 20-97 million tonnes while clinker production went up to 15-91 million tonnes registering growth of 7,5% over 14,7Q million tonnes in the year 2011. - Domestic cement sales volume reflected sluggish demand scenario by growing at 3.8% to reach 21.31 million tonnes from 20.54 million tonnes a year ago. Cement exports fell to 0.12 million tonnes From 0.37 million tonnes a year ago. Clinker sales (including exports) grew by 2.4%, settling at 0.55 million tonnes from 0.54 million tonnes In 2011. * Met sales at Rs. 9,675 crores were 13.8% higher than that of previous year * 8,504 crores. Average sales realization improved by around 11% at Rs. 4.400 per tonne against approx Rs. 3,960 per ton in 2011. * Total {operating) expenses for the year 2012 increased by 11.4% over that of year 201J. * The company achieved an absolute EBITDA of Rs. 2,473 crores in 2012. This is higher by 25.0&% over the corresponding regrouped figure (Rs. 1.977 crores) of 2011. * Net Profit at Rs. 1,297 crores improved by 5.6% over corresponding figure of Rs. 1229 crores for previous year: Amounl in 7 crores Stand alone Consolidated Current year Previous Current Year year Previous Year 31,12-2012 31.l2.2011 31.12.2012 31.12.2011 Sales (net of excise duty) 9674.94 8504.32 9739.54 3521.03 Profit before Interest and depreciation 2821.04 2224.9 2021.95 2225.13 Less: Interest 75,66 52.63 78.46 53.44 Gross profit 2746.18 2172.17 2743.49 2171,69 Less: Depreciation 56122 445.15 563.53 446.24 Profit before tax and exceptional item? 2180.96 1727-12 2174,61 1726.49 Less: Exceptional items 279-13 24.25 279.13 24.25 Profit before tax 1991.03 1702.87 1895.68 1701,24 Less: Provision tor tax 694.77 474.01 603.36 473.75 Profit alter lax bill balance minority interest 1297,06 1226.36 1291.02 1227.49 Less: Minority interest - - (1.39} (0.25) Net profit after tax 1237.06 1228.86 1293.21 1227,74 Add Balance bough lowland form previous year 264.76 325-85 598.72 649.44 Profit available for appropriation 1581.81 1554.21 1891.93 1868.18 Amount in Tenino''s Stand alone Consolidated Current Year Previous Year Currant Year Previous Year 31.12.2012 31.12.2011 31.12.2012 31.12,2011 Appropriations: Consequent to change In group''s interest - - (0.36) - General reserve 200.00 700.00 200.00 700.00 Provision for dividend distribution Tax written back - 0.83 - 0.83 Dividend on equity shares (including interim) 554.00 490.69 551.00 490.69 Dividend distribution tax 90,00 79.00 90.00 75.60 Total Appro prialions 844.80 1269.46 843.84 1269.46 Balanoe carried forward to Balance Sneef 737.01 204.75 1043.09 593.72 4. DIVJDEND The Company has paid an interim dividend of 70% 1.40 per share) during the year. The Directors are pleased to recommend a final dividend of 110% (Rs. 2.20 per share). Thus the aggregate dividend for the year 2012 works out to 100% Rs. 3.60 per share) and the total payout with be Rs. 644.80 crores. including dividend distribution tax of 90 crores. Tiles represents a payout ratio of 50%. 5, MARKET DEVELOPMENTS That Company''s domestic cement sales in 2012 grew by 3.3% lo 21.31 million lonnes 3$ compared to 20.&4 million tonnes achieved in 2011. Total cement sales (including exports) grew by �.5% lo 21 -43 million tonnes as compared to �0-91 million tonnes achieved in 3011 The company''s clinker sales in 2012 grew by �.4% to 0.55 million loners as compared to 0,54 million tonnes achieved in 2011. REGION WISE SALES VOLUME / GROWTH In the North region, domestic cement sales of I he Company grew by 8.9% to 8.79 million tonnes in 2012 as compared to B.07 million tonnes in 2011. Clinker safes during 2012 were at 0.10 million loners as compared to 0.12 million tonnes achieved in 2011. In the Eastern region, the Company achieved sates of 4,22 million tonnes of cement in the domestic market, registering a growth of 7% over the previous year sales of 3.95 million tonnes. Clinker sales also grew by 7% to 0,45 million tonnes in 2012 as compared to 0,42 million tonnes in. 2011. In I he Weal A South region, the Company''s domestic cement sales in 2012 declined by 2.6% to a.30 million tonnes as compared to 6,52 million lonnes achieved in 2011. This was mainly on account of poor demand ?winy to tile drought-like situation In many parts of Maharashtra, extended shortage of essential construction materials, poor liquidity, fewer new projects, etc. Cement exports were reduced further lo 0.12 million lonnes as compared to 0-37 million tonnes in 2011 due to adverse international market and diversion of material to domestic market. The Company continues to develop and leverage its large and cable network of around 3000 dealers and 25.00Q retailers across India. Their reach and penetration helps the Company across the country in core rural and semi-urban markets. This, coupled with the strong brand equity and efficient channel management, helped the Company to withstand severe competition in an over-supply market. While the company''s network of ports, bulk cement terminals and captive ships on (the west coast has supported a sustainable and strong market position in Mumbai, Seurat and Cochin, the Mangalore Bulk Cement Terminal, which is expected to commence commercial operations in the first half of 2013, will further strengthen Company''s position and enhance footprints in the southern region. With the support of Holcomb''s rich experience of operating in 70 countries, the Company has now added sophisticated IT and channel management tools to its traditional Indian model. This has enhanced Company''s capability to face stiff competition more convincingly and maintain a strong market position. The Company has embarked upon Marketing and Commercial excellence program {MaCX) lo further Sharpen its marketing, sales and distribution functions, This ambitious program is part of comprehensive Holmic Leadership Journey (HLJ), announced by Holmic management across the globe, to deliver substantial tangible and intangible gains and create value in competitive environment over next few years. MaCX aims to supplement in-house skills with global expertise of Holmic and that of advisory firms, to revamp customer interfacing functions by focusing on core value levers. This is an investment to future proof the company and to promote environment of innovation and excellence- COST DEVELOPMENTS The major cost elements of the Company continued their upward movement in line with unyielding inflation in the economy and volatile foreign exchange rates. MAJOR COST MOVEMENTS: i} Cost of major raw materials, namely, fly ash and gypsum, increased by 14% and 25% respectively on per ton basis, mainly on account of increase in transportation costs. Excise burden on fly ash introduced In the Union Budget 2011 continues. Overall, the absolute raw material costs increased by approx 15% over the previous year. During the year, the Company did not purchase clinker from open market. Costs on account of raw materials consumed, excluding purchased clinker, increased hy a little over 18% as compared to over 2011 costs. li) Power and fuel costs registered an Increase of around 16% in terms of absolute costs over last year. These costs account for approximately 30% of total operating costs of the Company and are mainly driven by movement in cost of fuel, especially coal. Cost of coal used in kilns and power plants increased by 12.5% and 8.6% respectively on an average basis, over the year 2tJt 1. Concerns associated with linkage coal, like non availability commensurate with increased production, inordinate delay in conversion of allotted linkages into Fuel Supply Agreements (FSA) and deteriorating quality continues to be an issue. The Company is proactively taking measures to mitigate expenses by trying cost effective fuel mix, exploring energy efficient technologies, and increasing the use of pet coke in lieu of coal. Significant volatility and devaluation in Indian currency in 2012, especially in the second half, has made imported coal costlier, even when USD denominated coal prices relaxed- Cost of grid power continued its upward movement with per kwh rate Increasing at approximately 6% over the previous year. Expensive thermal power was substituted by relatively cheaper grid power. Captive power generation Supported 60% of total power requirements of the Company in 2012 as against 70% in 2011. Savings on account of efficiency in operations helped reduction of costs by 2% of total energy costs. Freight forwarding costs, makes around 29% of total operational cost, also hardened by approx 18% in absolute terms over previous year. iv) Cost of packing went up by around 15% driven by increase in PP granule prices in line with oil price Increase. COST MITIGATION MEASURES / EFFICIENCY IMPROVEMENT INITIATIVES: I) Tine Company continued to focus on production of fly ash based PPC and maintained an average blending ratio of approximately 1-48. i) The Company has embarked upon an ambitious journey, named ''Holmic Leadership Journey'' (HLJ), as a pair of global efforts launched by its parent, Holmic, to add higher value for its shareholders. The Company is channelizing its efforts into exploring and utilizing excellence in the areas of customer development and cost leadership. Focus on customers, products and services Innovation, constructive pricing policies and empowered sales force Is expected to deliver Customer excellence. Incisive studies have been initiated to find the most efficient use of energy resources, maximizing usage Of Alternative Fuels and Raw materials (AFR}, optimization of clinker and cement movement to save on logistics costs. iii) Railway siding at Bhatinda grinding unit was made operational in mid January 2013. This will help us to optimize transportation costs for the unit and reduce dependence on road transport. Iv) A dedicated corridor (road), measuring B.5 km, connecting highway to our captive jetty at Muldwarka port has been completed to enable the company to shift the entire transport to Muldwarka port through own road. This would ensure seamless flow of dispatches to coastal markets using jetty at Muldwarka port, which makes 60% of total dispatches from Amhujanagar plant. Besides, this would also address some serious concerns of road safety. v) Dumas Channel. I he shorter sea route to BCT Surat explored in year 2011, is being used extensively and facilitating transportation cost savings in coastal freight. 7. EXPANSION PROJECTS AND NEW INVESTMENTS The Company took up several projects to serve Its customers In a more efficient, cost-effective, reliable and environmentally-friendly manner, while bolstering its market position In the industry. CAPACITY EXPANSION DURING THE YEAR: In the Eastern region, the Company commissioned a pre-grinder at its Bhatpara unit in the Slate of Chhattisgarh at an approximate cost of Rs. 40 crores resulting in an increase in total cement capacity by 0,60 million tonnes per annum. With the above addition, the Company has achieved cement grinding capacity of 27.95 million tonnes as at 31st December 2012. EFFICIENCY IMPROVEMENT MEASURES: The Company focused on consolidation and optimization of its existing capacities in all the three regions. Capital investments kept Mowing in during the year, to ensure the highest standards of safely in order to meet the company policies of ''Zero Harm1, clean arid energy efficient infrastructure, cost efficient and environment-friendly material handling systems and process optimization. i} Waste Heat Recovery (WHR) project at Rabriyawas umt in Rajasthan was initiated in year 2011 to bring efficiency in fuel utilization and optimize power costs. This is expected to complete by September 2013 at a total cost of Rs. 75 cnores. The Marat ha Cement Works unit in Maharashtra has also taken up this project (or implementation in 2013-14 at approximate cost of Rs. 90 crores, ii) In order to Strengthen logistics capability and extend, reach to customers, a new railway siding project has been initiated at Rabriyawas unit in Rajasthan. sis) An automatic wagon loading system at Farrakhan unit in West Bengal being built at a cost of approximately T 32 crores, Is nearing completion. This will reduce the cost and improve the efficiency of material handling, Upcoming CAPACITIES AND INVESTMENTS: i) A new Sulk Cement Terminal (SCT) ss nearing completion at Manga)ore. With operations to commence early 2013, it will help I he company to expand its footprints in southern markets of India. ii) A new brown-field expansion project was announced in 2011 at Sank rail Grinding Unit in the eastern region comprising of a roller press and related logistics. The project has started progressing, with extended scope to include advanced technical specifications. This would add 0.00 million tonne grinding capacity to the unit, along with other facilities. iii) Significant cement capacity addition of approximately 4.50 MT at proposed integrated plant (with extended grinding capacities) is coming up at Marwar Mundwa, Nagaur district in Rajasthan, with associated dinkerisation capacity of 2.20 million tonnes. Environmental clearances for the project are already in place while mining land acquisition is in an advanced stage. The Company is also in the process of tying-up water sources required for construction and operations. Full-fledged construction work is expected in the later part of year 2013. Iv) The Company has taken up 13 new ambitious projects at different locations worth f 272 crores to Optimize and enhance efficiency. These projects have a quick payback of 2.5 to 4 years and likely to be completed in first half of 2014. v) A new brown-field expansion project at the Rabriyawas until in Rajasthan, for commissioning a roller press air a cost of Rs. 70 crores, will add 0.30 million tonne grinding capacity hy the end of the year 2013. vij Plans are afoot to Set up a state-of-the-art blending facility at Sanand in Gujarat with grinding and mechanized packing facilities at an investment of 7 267 chores. This facility, once operational by the 3rd quarter of 2015, will lend a competitive edge in the nearby central markets of Gujarat. The year 2013 would see capital expenditure worth T 1100 crores, over and above Rs. 600 crores investment made in the year 2012. The entire proposed expenditure would be financed by internal accruals. ALTERNATIVE FUELS - THE GREEN ENERGY An ambitious project, named ''GeD20'', taken up by the Company to substitute costlier traditional fossil fuels by Alternative Fuels {AF), is progressing welt and supporting cost-cutting. Holcim is actively supporting our efforts by making available its world-wide experience and technical expertise in the area of clean and green technology and burning all sorts of wastes without corresponding release of harmful gases and CO2 in the air, Besides, Holcim''s rich experience in the area has helped devise in nova live ways of sourcing. The Company envisions being the most sustainable Company in the cement industry and draws heavily on Holcim''s sustainability policy on CO: and energy, eco-efficient products, atmospheric emissions, sustainable construction, etc. The strategic stress on environment tally-friendly and cost effective resources resulted in the establishment of the Recycle department to focus on Alternative Fuels and Raw Material (AFR). In order to optimize the furnaces at 5 of the integrated plants, lo support higher utilization Of lower cost, environment tally-friendly. alternative fuels, Ihe Company has planned investments involving capital expenditure of 7 200 crores. Some work on these am bilious projects has already started. During SOI2, the Company increased use of alternative fuels in its kilns From 0.59% in 2011 to M0% in 2012. The company is determined to achieve higher thermal energy substitution rates in the coming years. a, OUTLOOK REFORMS WILL RESULT IN ECONOMIC REVIVAL India''s growth story remains attractive in comparison with many developed and developing economies, although the nation''s adverse fiscal deficit and negative current account balance calls for some bold rectification measures from the Government. The Government appears to be focusing on consolidation of the economic recovery through expeditious clearances for the projects, selective disinvestment and accelerating foreign direct investments through policy reforms. While the impact of some recently announced progressive reforms would reflect only in a year and a half, the Company agrees with experts and expects GDP to grow in �013 at around 6% plus and the cement industry at 7,5 - 8%. This optimism relies On the positive outlook for infrastructure and construction, upcoming state and national elections, improvement in monetary conditions and also possible upturn in investments post the structural reforms. Higher agricultural income, lower interest rates, pre-election welfare and Five Year Plan induced spending by the Government is expected to raise private consumption growth and improve capacity utilization in the economy. GROWTH PROSPECTS FOR THE CEMENT INDUSTRY Cement demand emanates from four key segments. Namely housing, which accounts for approx 67% of cement demand, infrastructure (13%}. commercial construction (11%) and industrial construction (9%), Economic reforms announced by the Government and RBI. including the expected lowering of i rile re si rates in 2013, will surely boost sentiments and rejuvenate the economy. The cement industry is looking for an up-cycle after muted growth for the last three years, backed by an increase in rural consumption and the recovery in the infrastructure activity. The recent government measures to fast-track infrastructure projects & with general elections a year away, construction activity is expected to pick up steam, leading lo strong demand for cement. Long-term growth prospects for cement demand are favorable, riding on the back of a growing economy and the impetus provided lo the busing and infrastructure construction activities in the 12th Five-Year Plan period (2012-17}, The total investment in infrastructure sectors m the Twelfth Five Year Plan is estimated to be Rs. 56 lakh crores (one trillion USD). Rising input costs, particularly energy, raw material, freight & distribution, will remain a key challenge few the cement industry. Any adverse changes to existing laws/taxes may impact the industry. Land acquisition, environment clearances, inadequate supply of raw materials like limestone, linkage coal & fly ash are likely to hamper expansion plans of many cement companies. The Company plans to militate such cost escalations through varied measures, including the increased use of alternative fuels and higher production of blended cement. The leadership journey adopted by the company will drive cost efficiency and customer excellence to increase margins. The Company will continuously strive to further strengthen its operational platform to manage cost, remain competitive and create value-addition for stake holders with a long-term perspective. 3. RISKS AND AREAS OF CONCERN ENERGY COSTS Coal price escalations, stressed supplies and faltering quality continue to remain a major area of concern. Depleting coal linkages and volatility in the Indian rupee is escalating the cost concern. Tine company constantly works on efficiency improvement by plugging heal loss at every possible stage of Coal consumption, looking af cost effective fuel mixes and increasing the usage of alternative fuels These measures would partly address cost concerns. As a long term solution to energy security, capability development in area of utilization of alternative fuels involving large investments has been taken up under the banner of ''Geo20\ Waste Heat Recovery (WHR) systems that improve fuel utilization, and the tapping of renewable energy sources are lop priorities. Going forward the company realizes the importance of technological innovations and the extensive usage of alternative fuels for the sustainable reduction in energy costs. A long term solution to the problem resides in the development of alternative fuel (AF) sources, in particular industrial and agricultural waste materials, for which the Company is making huge investments under the banner of Geo20\ Waste Heat Recovery (WHR) systems to improve fuel utilization efficiency would help mitigate fuel-associated risks. Renewable energy sources, such as wind and hydro, are being tapped as far as possible to mitigate the high costs associated with traditional energy sources. This is in line with the company''s vision and mission and to fulfill the Renewal Power Obligation (RPO) recently imposed by many stales across India. ORDER OF THE COMPETITION COMMISSION OF INDIA On 20th June �012, the Competition Commission of India (CCI) passed an order imposing unprecedented penalties Of more than Rs. 6300 erg res against some cement manufacturers of the country, including the Company, in the matter of a complaint filed by the Builders Association ot India for the alleged contravention of the Competition Law, The penalty imposed on the Company is Rs. 1164 crores. The Company has filed an Appeal before the Competition Appellate Tribunal (COMPAT) against the order and for granting stay against deposit of penalty. The matter is pending before the COM PAT. The management, backed up by a legal opinion from the external legal counsel, strongly believes that the Company has a good case lo succeed before the COMPAT and accordingly, no provision has been made in the books of accounts tor the year 2012. However, the amount of penalty has been considered as contingent liability. 0E-ALLOCATION OF COAL BLOCK The Ministry of Coal allotted a coal block in the State of Maharashtra along with 1ST Steel & Power Ltd and Lafarge India Pvt. Ltd. The block was allotted for the captive consumption of the allotters. A joint venture company was formed for coal mining with the company holding 27-27% of shares. The JV company was in the process of achieving various milestones as per the terms of allocation letter. However, alleging delay in achieving the milestones, the Ministry of Coal passed an Order on 15th November, 2012 de allocating the said coal block and invocation of partial bunk guarantee. The Company immediately filed a writ petition in the Delhi High Court against the said order and the Hon''bie High Court was pleased to pass the stay order on 30th November 2012 against the encashment of hank guarantee The Appeal is pending before Hon''bie High Coud- The Company believes that the progress made by the JV company in achieving the milestones was quite satisfactory. The alleged delay is either misconstrued or is for the reasons beyond the control of the JV company. In view of these facts, the management strongly believes that the Company has a good case to succeed in the writ pending before the Hon''bie High Court. ECONOMIC SLOWDOWN COUPLED WITH SURPLUS CAPACITY IN INDUSTRY Implementation of various reforms and macro- economic Initiatives being initiated by Government is important. In the absence of the rejuvenation of the national economy, aspired GDP growth may not be achieved, leading to restricted growth in cement demand- ft is perceived that, in this scenario, demand from infrastructure and commercial reality segments would be constricted- Coupled with capacity additions, the adverse demand supply scenario would continue, leading to pressure on volumes and prices. The Company, having clear sight of this risk, is weJI equipped to continue the growth plan leveraging and building up on its strong brand equity and channel network in the core retail segment. Marketing and Commercial Excellence [MaCX) would give the desired impetus to achieve excellence and provide a clear mitigation plan. TAXATION / ADMINISTRATIVE BURDEN External and internal pressures in the economy, the rising fiscal deficit and falling savings and investment rates are some of the challenges before the Government calling for strict fiscal discipline, rollback of incentive and experimentation with tax laws to mobilize additional sources and improve Tax to GOP ratio. Retrospective tax proposals still haunt investors. Introduction of domestic transfer pricing provisions would necessitate change in the way business is conducted in many areas besides entailing administrative costs. The much awaited reforms in the field of taxation, i.e. the implementation of Goods and Services Tax [GST) and Direct Tax Code (DTC) are yet to come in. Though the Government has taken steps towards GST by introducing negative list in service tax, aligning provisions for excise and service tax. these have incremental cost impact without corresponding simplification and reduction in the overall administrative burden on the Industry. Thus, the lack of uncertainty on tax policies remains a concern, 10. HUMAN RESOURCES BUSlNE5S EXCELLENCE THROUGH HR LEADERSHIP Our HR systems and processes are aimed towards making us an employer of choice with sustainable talent. This is in perfect alignment with the company vision of being the most sustainable and competitive company in the industry. Towards this end, there have been constant efforts to ensure a capable talent pipeline The core of achieving business excellence lies in a dedicated and talented employee base. The first step towards (his is attracting the right talent through our streamlined and structured recruitment process. We have structured systems for performance management and for planning individual development with a vision of creating a wealth of high performance employees. The organization also believes in home-grown talent through various management development programs conducted in association with renowned business schools like IIM, ISB, NMIMS as well as international B-Schools. We are focusing on creating leaders across levels and in the early stages of an employee''s career. The company has recently launched an initiative called Sustainable Talent for Enhanced Performance [STEP) to develop a sustainable pool of leaders equipping them with essential leadership skills and competencies and enhancing their coaching skill capacity. Our people are also exposed to the Holcim way of working through leadership development programs through talent movements to various Holcim operating companies across the globe specially in lha areas of finance, safely, projects, manufacturing and commercial. We believe that the success and milestones achieved during this year has been possible because Of Our people and robust systems and processes across the organization, PEOPLE POWER Over the last couple of years, we have initiated a very important and major Change Management program called People Power, This comprehensive program has evolved to manage plant performance at each of our locations, as well as to develop a very strong leadership pipeline. We have completed the roll out of this program at 16 locations of the Company and have invested significant time and resources for its I''m pie mutation and to make this a way of life. During 2012. we made significant progress to strengthen all four basic pillars Of this program vie: - Organization Structure and Manning - Performance Management * Technical Model and Capability Building * Cultural Change and Sustainability This program will make the Company a Continuously Improving Organization in a true sense. As a part of this program, we have set up a People Power Academy at different plant locations and have introduced the Academy White Paper and the Academy Certification Program to ensure we get best quality people and offer them a visible career progression towards future leadership. This has now been embedded into our formal HR systems. Like any change management program, there are still tots of challenges that remain to be addressed lo main lain the level of energy and commitment of our people and to this end, we have developed a comprehensive and objective oriented ''People Power Excellence Index. The index comprises of more than 50 Indicators that give a fair idea of where each location stands in terms of sustaining The People Power momentum and what specific actions are required to excel further. We have also set up a dedicated PMO (Program Management Organization) at the corporate office for driving this change management program. Specific focus is given to capability-building through various customized programs. We have pull In place 7 community practices to replicate proven ideas with the help of plant champions. Conscious efforts are being made on unit-specific cultural aspects to build on their strengths and improve development areas, We are confident that this program which continue to contribute very significantly to realize our vision lo he the most sustainable and competitive Company in our industry, 11, SUSTAINABILITY AND ENVIRONMENT NURTURING SUSTA1NABIUTY AT THE CORE OF THE COMPANY We renewed our commitment to sustainable development by revising our vision to be the most sustainable and com pet I live company in our industry. We continued to pursue our sustainability goals under the overarching ''Sustainability Policy'', In addition we initiated the implementation of Sustainable Procurement Guidelines aimed at our supply chain. This is aligned to the Holmic Supplier Code of Conduct. To embed sustainability as a strategic factor in our framework, Sustainability Steering Committees were constituted last year. These have continued to assess sultana bilgy risks and opportunities both at the until and corporate level, and monitor the various sustainability initiatives. The Company''s focus among others is on low carbon growth, being water positive, use of alternative I tie], renewable energy, bio-mass etc. Continuing our participation in the Global Programme of Clean Development Mechanism (CDM) we are currently pursuing two CDM projects on Smokeless Chelas in the Community around our plants and Waste Heat Recovery. We released our 5th Corporate Sustainable Development Report. Tine report is aligned with Global Reporting Initiative (GRI) G3 guidelines for A Level of reporting, having been ''Assured'' by an independent certifying agency. Additionally this year''s repot has also been GR1 checked. We continue to focus on developing our renewable energy portfolio in the with Renewable and Clean Energy Roadmap till �020. We installed 330 KV of Solar energy at Bhatapara, Chhattisgarh I his year, in addition to the existing 7.5 MW of wind emery at Kutch, Gujarat comm. is jinxed last year. A 6-5 MW Waste Heat Recovery based power generation system is being installed which is expected 10 be operational by 2013, The Company is currently monitoring and reporting COS emissions as per the WBCSD Cement Sustainability Initiative (CSI) protocol. The Company is one ot the Co-chairs of CSI India and has been part of the Working Group on a Low Carbon Technology Road Map to the Indian Cement Industry. The Low Carbon Technology Roadmap report has been released in December Z012. We attained independent third-party assurance tor our water footprint, it was established [hat we are water positive by a factor of two. Further, we meticulously estimated our carbon footprint that included our all operations, bulk cement terminals, shipping activity, and offices, as well as offsets due to our plantation initiatives for the year �010. This was verified independently by a third party in accordance with the international standard ISO 14064:2006. In recognition of our endeavors in streamlining Corporate Sustainability within our operations, we have been awarded the CM Sustainability Award in the category of commendation for ''significant achievement'' bettering our previous year''s performance where we were adjudged winners in the category of commendation for ''strong commitment''. Further, we have been rated at Gold Level in the Sustainability Plus rating done by Cll. The 100 largest companies by market cap and market share were rated against ESG Indicators by the Cl! for the Sustainability Pius rating. The rating was done across 3 categories, namely Platinum, Gold and Bronze. PROACTIVE ENVIRONMENT MANAGEMENT The Company ensured availability of Continuous Emission Monitoring Systems (CEMS) round the year at all the 9 kiln stacks above 95% for online monitoring of all vital pollution parameters. Three of our grinding units have attained certifications to the Energy Management System as per ISO 50001:2011. Our Rabriyawas unit is in the process of implementing the standard. In addition to mapping the energy saved, corresponding greenhouse gas mitigation achieved through this initiative shall also be monitored. The company has taken steps to ensure it meets its commitments under the PAT scheme and RPO-REC obligations. Further, we are anticipating emission standards to be notified for S02 and NOx emissions. We are taking steps to monitor and control our emissions so that we can meet the requirements of the new standard as and when they are notified. Most of our panels have done well in the Holcim Plant Environment Profile (REP] annual assessment. While the Company average equaled the Holcim average score in the integrated units, 4 of them scored above the Holcim average. Both individually and Company lever I, all the grinding units have scored above the Holcim average PEP 2011 score. As in previous years, this year we participated in Carbon Disclosure Project to make our carbon emissions public as per CSI protocols. CORPORATE SOCIAL RESPONSIBILITY (CSR) STRENGTHENING COMMUNITIES ACROSS THE COUNTRY Ambuja Cements Ltd. is among very few companies that invest more than 2% of their net profit in CSR, much before the new Companies Bill makes it mandatory for the corporate sector. The Company has clearly identified the community as one of the significant stakeholders, and is keenly interested in responding to their needs in a systematic manner. This guides our efforts in community development. Ambuja Cement Foundation (ACF), (he CSR arm of the Company, has identified a broad spectrum of development initiatives, addressed macro level issues by stratagems a! the micro lever, and subsequently replicated and scaled-up work, leading to larger impact. When Ambuja Cements initially began identifying the needs of the communities, water emerged as a prime requirement in Gujarat and Rajasthan - amongst the most ecologically fragile regions of the country. Gujarat faces the problem of sea water intrusion and ingress; while Rajasthan faces perennial droughts and scarcity of water. Our multi-pronged approach resulted in several projects aimed at I water con Enervation and its effective usage, hath for domestic as well as agricultural purposes. This extensive effort in water resource development over a period of time, has resulted in contributing to the water-positive status of the Company. The scale of work has been possible only due to extensive networking with other development organizations and project-based partnerships with various government departments. In Gujarat this year, aside from continuing to build and interlink water harvesting structures, promoting micro irrigation and creative awareness on elective utilization of water, ACF, in cob I a boo ration with the Government of Gujarat completed construction of a major check dam at Bhekheshwar to help recharge ground water The Bhekeshwar dam has a water storage capacity of 1.01 MCM. In Rajasthan, ACFs approach consists of reviving traditional water harvesting systems tike village ponds, khadins - a system of runoff farming, Innovations like sub-surface dykes on sandy river beds and promoting Roof Rainwater Harvesting Systems (RRWHS) in the region. These methods have had an impact on the drinking water availability as well as the irrigation potential 1o increase the area under cultivation, RRWHS has proved itself as a sustainable solution to address the issue of access to drinking water at the household level. Amajuba Cements, with its sustamability agenda, now has a clear goal for each functional unit to be water positive. ACF is now focusing its efforts on various water resource developments in each location, Lack of employment opportunities and access to skill up gradation is another complex issue taken up at ACF through its livelihood promotion programs. Water agriculture being a primary occupation tor the majority people around our plants, our C5R activities focus on agro-based livelihood programs which include promotion of System of Rice Intensification (SRI), organic farming, mushroom cultivation, honey collection, horticulture promotion, training programme on scientific and recommended agricultural practices through Krishi Vigyan Kendra at Kodinar. Additionally, in Rajasthan, with the support of Rajasthan State Seed Corporation, a large project on seed production is enabling higher returns for farmers. By way of promoting weather-based insurance. ACF is also enabling farmers to better manage risk in agriculture crops. Since March �010, ACF has participated in the Better Cotton Initiative, a global project lo makes cotton production sustainable for producers and the environment- the projects now reaches out to over 7000 farmers and about 93% of the participating farmers have qualified as per BCI parameters To create alternate sources of employment and bridge the gap between required and available skills, ACF''s. 17 Shill and Entrepreneurship Development Institutes (SEDI) have trained over 9000 candidates in over 40 different trades. Systematic study, analyzing local demands for skills and maintaining market and Industry linkages has helped these institutes promote gainful employment with a placement rate of over 75%, Health and Sanitation are important indicators Tor Human Development Index (HDIJ, and have prime significance in ACF''s efforts in the area of social development. The comprehensive program, evolved over a period of time, places emphasis on clinical, preventive, as well as pro motive healthcare. Across locations, a large team of 312 Sakhis (Village Health Functionaries] play a vital role in ensuring improved access to health facilities for all in the communities. These Sakhis are periodically trained by ACF lo enhance their knowledge, capacities and skills in handling primary healthcare needs all the village level, and working closely with the gram pane hay at and village health and sanitation committees (VHSCs) to improve health and sanitation facilities in the villages. Many of our units have taken measures to link Sakhis with government/government Supported programs. Currently over 115 Sikhism have been absorbed as ASHA workers under NRHM, angina workers or as angina helpers. We have continued to work on education and prevention of HIV/AIDS with truckers and migrant workers around our plants by providing services such as Still treatment, counseling and awareness sessions, Ambuja (Vlanovikas Kendra (AMK) al Ropar, is a Centre of special education working for the welfare of persons with autism, cerebral palsy, mental retardation and multiple disabilities Since 1999- The school provides various therapies and programmers'' for children along with a strong emphasis on outdoor games To reach the maximum number of special children in need, this year AMK introduced a ''home- based rehabilitation programme'' under which special educators from the school visit children at home on a weekly basis. This way the school creates access for those children in need of specialized services, but cannot go to school. After the stellar performance of d of our AMK students in World Special Olympics 2011 held in Greece this year, our athletes won 13 Gold, 07 silver and 02 Bronze medals In athletic events in the Special Olympics Bharat. Punjab Chapter Five students from AMK were adjudged best athletes Of the tournament. AMK also won the ''Overall Championship Trophy of the tournament and was adjudged the Best Institution tn sports in Punjab for a record 7th year in a row. STAKEHOLDER ENGAGEMENT Clearly identifying groups of stakeholders helps the Company to respond lo I heir needs in a focused manner. We Endeavour to evolve active participation of various stakeholders in the process of planning, implementation and monitoring of various programs. We set up a Community Advisory Panel (CAP] al each of our locations. This panel has representatives from the Company as well as from the host com main lies, including the local administration, and is constituted to present the views and opinions of the people and discuss and build consensus on initiatives for the Company to implement jointly with the people in the area. fn the year 2012. all operational sites reviewed our CSR Through our Social Engagement Scorecard (SES), The exercise provided an opportunity for the community lo review and evaluate ACF''s work. The scorecard result this year has been a rating of 75-100% across locations. The Abuja Volunteerism Program launched Iasi year provides an opportunity for our employees lo engage and participate In the Company''s social development projects. In 2012 Abuja Cements saw 1695 employees dedicating I heir services. Their value long efforts amounted to approximately 16.885 hours, 12. OCCUPATIONAL HEALTH AND SAFETY (OH&S) WORKING TOWARDS ZERO HARM FOR OUR PEOPLE We believe QH&S is one of our core values and we strive for Zero Harm lo our employees, contractors and visitors. A review of the Company''s OH&S performance has led to addition of some key action areas and a further re iteration of the earlier objectives. The key to us areas are: t) Increase visible leadership in OH&S by the Front Line Management. Apart from the annual OH45 targets, each operational plant undertook one additional initiative based on the Fatality Prevention Element (FPE) of Ambuja Cement. 2) Fatality Prevention Elements include working at heights, isolation and lockout, vehicle and traffic safety. These were Implemented across our sites with a target of 40-60%. The quality of implementation was assessed through an external certifying agency. 3) A formal OH&S management system, aligned with the Holcim OH&S Pyramid System and other directives, has been established over the past few years across the organization. All sites were assessed for implementation of the Holmic GH&S Pyramid System through an external certifying agency. The scores from the OH&S pyramid assessment were excellent and a clear demonstration of the implementation of an integrated OH�S management system in our operations. 4) Each of our plants has taken steps to ensure there is no reoccurrence of fatal incidents within the organization, on the basis of investigation reports. A similar initiative was also undertaken for fatalities reported within ACL since 1st January 2008, potential fatalities reported within ACL and fatalities reported within Holmic World Since 1st January 2012. 5) To reduce Risk Exposure through the application of the QH&S Management system, the following actions were Initiated: '' An interface between ACL QH&S Management system. Maintenance Cement (MAC) and the integration of Alternative Fuel A Raw Materials (AFR) OH&S (ACerl requirements) in the ACL OH&S management system was established. * A road map was developed for the implementation of OH&S directive for the Contractor Safety Management System (CSM). Implementation of CSM was initiated among the high-risk category of contractors. A process was Initiated tor the integration of QH&S requirements during the planning and elution of a shutdown by applying the ACL OH&S management system. Risk assessments were conducted for all activities during the shutdown, 6) We established risk-specific and competency- based training as per the requirements of the targeted Fatality Prevention Elements and other OH&S directives. The Company is committed to reduce OH&S risks through continuous efforts and the integration of Obis requirements with other business processes. It makes us proud that two of our integrated plants - Rabriya was and MCW have received National safety awards and FICCI Gold respectively, in recognition of their safety performance. 13. EMPLOYEE STOCK OPTION SCHEME During the year, the Company has not granted any fresh stock option to its employees. CUMULATIVE DISCLOSURE The particulars as on 31st December, 2012 as required to be disclosed pursuant to Clause 12 of SEBF (Employees Stock Option Scheme) Guidelines 1999, in respect of past ESOS are as follows: CUMULATIVE POSITION AS ON 31ST DECEMBER, 2012: Nature of disclosure Particulars a. Options granted 37776300 b. The pricing formula 2007 to 20l0 The exercise price was determined by averaging the daily closing price of the Company''s equity shares during 1 [seven) days on I he National Stock Exchange immediately preceding (the grant 2004-05 & 2006-06 The exercise price was determined by averaging the daily closing price of the Company''s equity shares during is (fifteen) days on the National Stock Exchange immediately preceding the grant 2003-2004 The exercise price was deemed by averaging two weeks'' Hogtie and Low price of the Company''s equity shares on the National Stock Exchange immediately preceding the grant 1999 2000 to 2002-2003 The exercise price was tile Average of the daily closing price of equity shares of I he Company on the Slosh Exchange. Mutual during the period of 30 (Intertie) days immediately preceding the dale on which the options were granted c. Options vested 32045925 d. Options exercised 22630900 e. The total number of Shares prizing as result Total number of Shares arising as a result of exercise of Options shall of exercise of options be 44041507 shares of Rs.2 each f. Options lapsed/ surrendered 4030075 g. Variation of terms of option - h. Money realized by exercised option Rs,303.91 crores i Total number of option in force 10165025 j (i) Details of options granted/ exercised No. of options granted No. of options exercised by the former Managing Director and the former Whole- time Directors 32.85.000 26,00,000 ii) Any other employee who received a grant NIL NIL In any one year of 5% or more of option granted during that year k. Employees who were granted options NIL during any one year, equal to or exceeding 1% of the issued capital of the Company all the time of grant I Diluted earning prestart (EPS) pursuant to issue shards on exercise of options ealeulted In accordance with Accounting Standard AS-20 2003- 04 2004- 05 2005- 00 2007 2003 2009 2010 m. Weighted average exerts price of options in 310* 443* 69.60 13 62 96 119 Weighted average ** fair value of options in 67.44 96.73 19,23 29.28 16.95 26.36 39,37 * * ** 14. CORPORATE GOVERNANCE The company has complied with the corporate Governance requirements as stipulated under the listing agreement with the stock exchanges. A separate section on corporate governance, along with a certificate from the auditors confirming the compliance, is annexed and forms part of Ihe Annual Report, CORPORATE GOVERNANCE VOLUNTARY GUIDELINES: The majority of the Corporate Governance Voluntary Guidelines, 20Q9. stand complied while complying with the requirements under the Companies Act. 1956, the Listing Agreement, and the Company''s own governance policies. 15. BUSINESS RESPONSIBILITY REPORT The Business Responsibility Report for the year ended 31st December, 2012 as stipulated under clause 55 of the Listing Agreement is annexed and forms part of the Annual Report 16. INTERNAL CONTROL SYSTEM The Company has documented robust and comprehensive internal control systems for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws, and regulations, safeguarding of assess and economical and efficient use of resources. The formalized systems of control facilitate effective compliance as per Clause 49 of the Listing Agreement, and article 728 {a) of the Swiss Code of Obligations applicable to the Holcim Group from 2008, [The Company''s internal Audit department tests, objectively and independently, the design and operating effectiveness of the internal control systems to provide a credible assurance about their adequacy and effectiveness to the Board and the Audit Committee. The internal Audit function assesses the effectiveness of controls to provide an objective and independent opinion on the overall governance processes within the company, including the application of a systematic risk management framework. The scope and authority of the Intimae Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee, Internal Audit plays a key role by providing an assurance to the Board of Directors and value adding consultancy service to the business operations. 17. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES Fraud and corruption-free work culture has been the part of the Company''s ONA all along. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of the operations, the Company has put even greater emphasis to address this risk. To meet this objective a comprehensive Fraud Risk Management Policy (FRMP) has been laid down. More details on FRMP have been given in the Corporate Governance Report. In furtherance to the Company''s philosophy of conducting business in a honest, transparent and ethical manner, the Board has laid down the Anti- Bribery and Corruption Directives (ABCD) as part Of the Company''s Code of Business Conduct and Ethics, As a Company, we lake a ;erectile range approach to bribery and corruption and we are committed to acting professionally and fairly in all our business dealings. To spread awareness about the Company''s commitment to do its business professionally, fairly and free from bribery and corruption, training and awareness workshops are conducted through an Independent consulting firm for all the relevant employees of the Company. These policies and their implementation are closely monitored by the Audit and the Compliance Committees of Directors and reviewed by the Board from time to lime. 18. DIRECTORS retirement at rotation In accordance with the provisions of Artifice 147 of the Articles of Association of the company, (i) Mr. M.L Bhakla (ii) Mr. Naresh Chandra and (iii) Mr. One van deer Weirder will retire by rotation at the ensuing Annual General Meeting of the Company. (i) Mr, M L Bhakta, Mr. Bhakla will retire at the ensuing Annual General Meeting of the Company. Mr Bhakta has conveyed that he does not intend to seek re-election and will reline upon completion of his term at the ensuing Annual General Meeting. Mr. IYI.L. Bhakta joined the Board in September, 1935. He was amongst the first Non-exec utile Independent Directors on the Company''s Board, much before the Term Independent Director became common in the Indian corporate sector. Over I lie tats two-and-a-huff decades, Mr. Bhakta played an active role by providing expert advice and guidance to the Board and its committees on issues ranging from legal, taxation, governance etc. (it) Mr, Naresh Chandra Mr. Chandra will retire at the ensuing Annual General M eel mg of the Company. Mr, Chandra has conveyed that he does not intend to seek reflection and will retire upon completion of his term at the ensuing Annual General Meeting, Mr, Naresh Chandra joined the Company''s Board in July, 3003 and during this period he guided the Board and its committees on the issues of governance, compliance, health and safety, etc. The Board placed on record its appreciation for the valuable services rendered by Mr, M.L Bhakta and Mr. Naresh Chandra. In terms of Section 256(4) of the Companies Act, 1956. the vacancies created by the retirement Of Mr. M.L Bhakta and Mr. Naresh Chandra shall no! be filled and a resolution to that effect is proposed for the approval Pf the Members at the ensuing Annual General Meeting. (lit) Mr. One vender Weirder will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment. APPOINTMENT Mr, Haig re ve Khaitan and Mr. 8.L Tapana have been appointed as Additional Directors under; Section 260 of the Companies Act, 1956 to hold office up to the date of ensuing Annual General Meeting and being eligible, has offered themselves for appointment. (i Mr. Haigreve Khaitan Mr. Khaitan. aged 42 years is a Law graduate and is a partner of Khaitan 4 Cos Mumbai office. He heads Khaitan & Co''s Mergers � Acquisition (M&A) practice and over the years he has successfully handled many M&A, private equity and project finance transactions. He has published books and articles on foreign investments and arbitrations and has been a distinguished speaker at various conferences. He is also affiliated with various Bar Councils and Law Institutes of India and abroad. He has been appointed as Non-executive Independent Director on the Board of the Company w.e,f. 27th July, 2012. (ii) Mr. B.L. Taparia Mr. Taparia. aged 62 years is Commerce and Law graduate and a fellow member of the Institute of Company Secretaries of India, He has over 40 years of experience in the fields of Legal. Secretarial, Finance and Accounts, Commercial, Corporate Strategies, HR, Health and Safely. CSR, Sustainability, etc. He joined the Company in the year 1905 as a Deputy Company Secretary and after working at different positions, he was appointed as Whole-time Director in the year 1999, where he served till the year 2009 After stepping down from the Board, Mr. Taparia continued on the Executive Committee as a Legal Head, Company Secretary and Head of some key corporate functions. He superannuated from the Company in July, 2012. Considering his vast knowledge and experience and expertise in handling critical functions, he was appointed as Non-executive Director on the Board of the Company w.e,f, 1st September, 2012. The board of directors recommends their appointment. Further details about these Directors are given in the Corporate Governance Report as well as in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with the Annual Report, 19, DIRECTORS''RESPONSIBILITY Pursuant to Section 217 (2AA) of the Companies Act, 1056 as amended, the Directors confirm that; i} In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures. ii) Appropriate accounting policies have been selected and applied consistently, except (or the change in accounting policies stated in notes to the accounts and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the slate of affairs of the Company as on 31st December 2012, and of the statement of profit � loss and cash flow of the company for the period ended 31st December, 2012. iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, iv) The annual accounts have been prepared on a going concern basis, 20. AUDITORS STATUTORY AUDITORS M/s S. R. Balboa & Co. Statutory Auditors, will retire at the ensuing Annual General Meeting and are eligible for re-appointment. M/s S. R. Ballyhoo 4 Co. have confirmed that their re-apartment, if made, shall be within the limits specified under Section 24(10) of the Companies Aprilr 1956. The Board recommends their re-appointment as Statutory Auditors and to fix their remuneration. COST AUDITORS AND COST AUDIT REPORT Pursuant to section 233S(2} of the Companies Act 1956. the Board of Directors on the recommendation of the Audit Committee appointed M/s. PM. Na nab hoy & Co. Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2013. M/s. PM, Na nab hoi & Co. have confirmed that their appointment is within the limits of the Section 224 (18) of the Com pan res Act. 1956 and have also certified that they are free from any disqualifications specified under Section 233B(5) read with Section 224 sub-sect ion (3) or sub-sect ion {4} of Section 225 of the Companies Act 1956 The Audit Committee has also received a certificate from the Cost Auditor certifying Their independence and arm''s length relationship with the Company. Pursuant to Cost Audit (Report) Rules 200T, the Cost Audit Report for the financial year 2012 was filed on 27th December, 2012 vide SRN No. S19608567 on the Ministry of Corporate Affairs website, 21. TRANSFER TO JNVESTOR Education AND PROTECTION FUND The Company has transferred a sum al 59 50 laces during the financial year 2012 lo the Investor Education and Protection Fund established by the Central Government, in compliance with Section 205C of the Companies Act, 1956, The said amount represents unclaimed dividends which were lying with the Company for a period Of 7 years from Their respective due dates of payment. Prior lo transferring the aforesaid sum. the Company has sent reminders to the shareholders for submitting their claims for unclaimed dividend. 22. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, is required to be given pursuant to Section 217 (1) (e) of the Companies Act. 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors} Rules, 1988 is annexed hereto marked Annexure- I, and forms part of this report. 23. PARTICULARS OF EMPLOYEES The information required under Section 217 (2A) of the Companies Acl, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, in respect of the employees Of the Company, is provided in the Annexure forming part of this Report, in terms of Section 2l9(l)(b)(iv} of the Act. the Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid Annexure. The Annexure is available for Inspection by the members at the Registered Office of the Company during business hours on working days 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, whereupon a copy would be sent. 24. SUBSIDIARY COMPANIES Ministry of Corporate Affairs. Government of India, vide its circular dated 8lh February, 2011 has exempted companies from attaching the Annual Reports and other particulars of its subsidiary companies along with the Annual Report of the Company required u/s 212 of the Companies Act 1956. Therefore, the Annual Reports Of the subsidiary companies viz. (1) Chemical Limes Mundwa Pvt, Ltd. (2) M,G-T. Cements Pvt, Ltd. [3} Kaklnada Cements Ltd. (4) Dang Cement Industries Pvt. Lid. (5) Dirk India Pvt. Ltd. and (6) Dirk Pozzocrete (MP) Pvt. Ltd. are not attached with this Annual Report. However, a statement giving certain information as required vide aforesaid circular dated 8th February. 2011 is placed along with the Consolidated Accounts The annual accounts of the subsidiary Companies are kept for inspection by the shareholders at the Corporate (Head) Office of the Company. The Company shall provide free of cost, the copy of the Annual Accounts of its subsidiary companies to the shareholders upon their request. 25. CONSOLIDATED FINANCIAL STATEMENTS As stipulated by Clause 32 of the listing agreement with the stock exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards issued by The institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors'' Report form part of the Annual Report. The consolidated net profit of the Company and its subsidiaries amounted to T 1293-21 crores for the corporate financial year ended on 31st December, �012 as compared to Rs. 1297.06 crores on a standalone baste- 26. EQUAL OPPORTUNITY EMPLOYER The Company has always provided a congenial atmosphere for work to all sections ol the society. II has provided equal opportunities of employment to all without regard to their caste, religion, color marital status and sex. 27. AWARDS AND ACCOLADES (a) It is a matter ol great pride that in recognition to the Company''s efforts in the area of sustainability, the Company was presented the Act Sustainability Award, 2012 (Commendation Certificate for Significant Achievement] by the Hon''bie President of India, Shri Pranab Mukherjee, At the same award ceremony, the company''s MCW unit at Chandrapur was also presented with Commendation on Strong Commitment1'' in sustainability by the Hon''bie President of India. (b) Our mines continued to be adjudged among the best mines in their respective regions by the Director General of Mines on various parameters such as mine working, maintenance, innovations, health & safety, training, environment protection, etc. to) The Cll conferred the National Award for Excellence in Water Management''1 to our Rabriyawas unit and Mar war Manawa project site in the ''Beyond the Fence1 Category. (d) Our Rabariyawas unit won the runner-up prize at the in National Safety Awards from the Ministry of Labor, fe) Our MCW unit al Chandrapur received the Maharashtra Safety Award from the National Safety Council, (f) Our MCW unit at Chandrapur also received the Environment Excellence Award from the Green tech Foundation. (g) Ambuja won the Zee Business Good Homes Awards in the J''Best Amongst Equals Brand category. 28. CAUTIONARV STATEMENT Statements in the Directors'' Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company. 29. ACKNOWLEDGEMENTS Your Directors take this opportunity to express their deep sense of gratitude to the banks. Central and State governments and their departments and the local authorities for their continued guidance and support. We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of the Ambuja family. To them goes the credit for the Company''s achievements. And to you. our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us. For and on behalf of the Board, N S. Sekhsaria Chairman Mumbai. 7th February, 2013

Source : Dion Global Solutions Limited

Quick Links for ambujacements

Corporate Action
Board Meetings
AGM/EGM
Bonus
Rights
Splits
Dividends

Peer Comparison
Competition
Price
Price Performance
Market Cap
Net Sales
Net Profit
Total Assets
Historical Prices
Price of Ambuja%20Cements on previous budgets

Related Searches ambujacements Stock Price, Ambuja%20Cements Stock Quote, Ambuja%20Cements Results , Ambuja%20Cements News .. More »

Follow moneycontrol.com

Facebook Twitter RSS Wap SMS SMS Alert iPad iPhone Blackberry OVI Android Window

Explore Moneycontrol

Stocks A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others

Mutual Funds A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z

Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.