The Directors present the Fifteenth Annual Report together with the
Audited Accounts of your Company for the year ended 31st March, 2015.
(Rs. in crores)
Net Turnover 22,656 20,078
Profit before Interest, Depreciation
and Tax (PBIDT) 4,567 4,147
Less: Depreciation 1,133 1,052
Profit before Interest and Tax (PBIT) 3,434 3,095
Interest 547 319
Profit before Tax Expenses 2,887 2,776
Tax Expenses 872 631
Profitaftertax 2,015 2,144
Adjustment related to Fixed Assets 76 -
Transfer to General Reserve 1,250 1,800
Transfer to / (utilisation from)
Debenture Redemption Reserve 216 (57)
Proposed Dividend on Equity Shares 247 247
Tax on Dividend 50 42
Net Balance for the year 175 112
(The figures for 2014-15 include those of the acquired Gujarat Units of
Jaypee Cement Corporation Limited and are therefore not strictly
comparable with the previous year''s figures)
OVERVIEW AND THE STATE OF THE COMPANY''S AFFAIRS
The year under review witnessed sluggish demand overall, with prices
under pressure. The year also saw continuing rise in the price of input
material and logistics costs. As the economy picks up and given the
government''s increased focus on the infrastructure and housing sector,
the cement industry is expected to put behind another year of low
demand. However, the increase in freight and raw material costs is
likely to continue, thus, impacting margins in the short term. Your
Company''s on-going costs optimisation measures helped in containing
costs to some extent.
Against this background, your Company produced 43.88 MMT of cement as
against 40.79 MMT in the previous year. The effective capacity
utilisation was 75% as against 79%.
The aggregate sales volume increased by 8% from 41.46 MMT to 44.85 MMT,
while for white cement and related products it was 12.25 LMT (11.41
Your Company''s net turnover stood at Rs. 22,656 crores vis-a-vis Rs.
20,078 crores in the previous year. Profit before interest,
depreciation and tax was at Rs. 4,567 crores as against Rs. 4,147
Your Directors have recommended a dividend of Rs. 9/- per equity share
(Rs. 9/- per equity share in the previous year) of Rs. 10/- each for
the year ended 31st March, 2015. The dividend distribution would
result in a cash outgo of Rs. 297 crores (including tax on dividend of
Rs. 50 crores) compared to Rs. 289 crores (including tax on dividend of
Rs. 42 crores) paid for the year 2013-14.
Your Company''s expansion plans are on track. During the year, your
Company has commissioned:
* a 25 MW thermal power plant at Rajashree Cement Works, Karnataka
* a 25 MW thermal power plant at Andhra Pradesh Cement Works
* a 10 MW Waste Heat Recovery System at Aditya Cement Works, Rajasthan
* a 6.5 MW Waste Heat Recovery System at Awarpur Cement Works,
* a 6 MW Waste Heat Recovery System at Rajashree Cement Works,
* a 1.4 MTPA cement mill at Rajashree Cement Works, Karnataka
* a 2.0 MTPA clinkerisation plant at Aditya Cement Works, Rajasthan
A judicial mix of internal accruals and borrowings have been used for
funding of the projects.
CORPORATE DEVELOPMENT Scheme of Arrangement
* Acquisition of cement units of Jaypee Cement Corporation Limited in
Your Company completed the acquisition of the Gujarat units of Jaypee
Cement Corporation Limited (JCCL) comprising of an integrated unit at
Sewagram and a grinding unit at Wanakbori, with a combined capacity of
4.8 MTPA, at an enterprise value of Rs. 3,800 crores besides the actual
net working capital at closing, with effect from 12th June, 2014. Upon
effectiveness, your Company has taken over all the assets and
liabilities of the acquired units and the net amount of enterprise
value less liabilities taken over, being the consideration, has been
discharged by allotment of 141,643 equity shares of Rs. 10/- each,
fully paid-up to the shareholders of JCCL.
* Acquisition of cement units of Jaiprakash Associates Limited in
During the year, the Board of Directors of your Company approved the
acquisition of the cement units of Jaiprakash Associates Limited
(JAL) situated at Bela and Sidhi in Madhya Pradesh, having a capacity
of 4.9 MTPA together with a thermal power generation capacity of 180
The transaction, being carried out by way of a Scheme of Arrangement in
terms of the provisions of the Companies Act, 1956, is subject to the
approval of the shareholders and creditors of both the companies, the
High Courts, the Competition Commission of India and other statutory
approvals. The shareholders and creditors of both the companies have
since approved the Scheme. The Competition Commission of India has also
approved the transaction.
Your Company shall issue Non-Convertible Debentures worth Rs. 4,538
crores and Non-Convertible Cumulative Redeemable Preference Shares
worth Rs. 10 lacs to JAL and shall take over Rs. 626.50 crores of debt
and negative working capital of Rs. 160.50 crores, subject to closing
This acquisition will raise your Company''s cement capacity in India
from 60.2 MTPA to 65.1 MTPA. With your Company''s current projects
underway, the capacity in India will grow to 71.2 MTPA at the end of
the financial year 2015-16.
The Supreme Court of India by its judgment dated 25th August, 2014 read
with its Order dated 24th September, 2014 cancelled 204 coal blocks
which had been allocated earlier for the purposes of mining coal for
captive consumption. These include two coal blocks allotted to your
Company jointly with others, viz. Bhaskarpara and Madanpur (North) in
Chhattisgarh. No mining activity had commenced on these blocks and the
cancellation will not have any material adverse impact on your Company.
Subsequent to the Supreme Court judgment, the Central Government
promulgated Ordinances dated 21st October, 2014 and 26th December, 2014
for allotment and auction of 204 coal blocks. The Ministry of Coal has
also framed Rules u/s 29 of The Coal Mines (Special Provision)
Ordinance, 2014 and notified on 11th December, 2014 the auction and
allotment of all the above mentioned coal blocks.
Your Company participated in the e-auction conducted by the Central
Government for allocation of the coal blocks and has been awarded the
Bicharpur coal block situated in Madhya Pradesh, which has a 29.12 MMT
reserve. Commercial production from the mine is expected to commence
from FY18. The primary consideration for obtaining the mines is to
ensure your Company''s coal security.
As regards its investment in the cancelled coal blocks, your Company is
likely to recover most of the expenditure from the new allottees in
terms of the ordinances promulgated by the Central Government.
Competition Commission of India
The Competition Commission of India (CCI) upheld the complaint of
alleged cartelisation against certain cement manufacturing companies
including your Company by its order dated 20th June, 2012. The CCI has
imposed a penalty of Rs. 1,175.49 crores on your Company. Your Company
filed an appeal against the Order before the Competition Appellate
Tribunal (COMPAT). COMPAT has granted stay on the CCI order on
condition that your Company deposit 10% of the penalty, amounting to
Rs. 117.55 crores. The same has been deposited by your Company. Your
Company backed by a legal opinion, continues to believe that it has a
good case and accordingly no provision has been made in the accounts.
Your Directors reaffirm their continued commitment to good corporate
governance practices. During the year under review, your Company was in
compliance with the provisions of Clause 49 of the Listing Agreement
with the stock exchanges relating to corporate governance.
The compliance report is provided in the Corporate Governance section
of the Annual Report. The auditor''s certificate on compliance with the
provisions of Clause 49 of the Listing Agreement is given in Annexure I
to this Report.
EMPLOYEE STOCK OPTION SCHEMES
ESOS - 2006
During the year, 13,403 Stock Options were vested in eligible
employees. The Nomination, Remuneration and Compensation Committee
(the NRC) allotted 21,597 equity shares of Rs. 10/- each of your
Company upon exercise of Stock Options by the employees.
ESOS - 2013
During the year, the NRC granted 41,139 Stock Options and 14,531
Restricted Stock Units to eligible employees of your Company subject to
the provisions of the Company''s Employee Stock Option Scheme (Scheme -
2013). No Stock Options and Restricted Stock Units have vested in the
option grantees in terms of the provisions of the Scheme 2013. In terms
of the provisions of the SEBI (Share Based Employee Benefits)
Regulations, 2014, the details of the Stock Options and Restricted Stock
Units granted under the above mentioned Schemes are available on your
Company''s website viz. www.ultratechcement.com.
A certificate from the Statutory Auditor on the implementation of your
Company''s Employees Stock Option Schemes will be placed at the ensuing
Annual General Meeting for inspection by the Members.
Some of the prestigious awards received by your Company during the year
* National Energy Conservation Award - Certificate of Merit by the
Energy Secretary, Government of India to Aditya Cement Works,
* Golden Peacock award for Corporate Social Responsibility - 2014 to
Rajashree Cement Works, Karnataka;
* Federation of Indian Mineral Industries (FIMI) National Award in
Environment Category for the year 2013-14 to Redipallayam Cement Works,
* Outstanding Achievement Award 2014 from the Federation of Madhya
Pradesh Chambers of Commerce & Industry, Bhopal in recognition of
excellence in the category of Large Enterprise for Vikram Cement Works,
* Global CSR Excellence & Leadership Award in the category - Best
Corporate Social Responsibility Practices from the World CSR Congress
for Vikram Cement Works, Madhya Pradesh;
* Cll - National Award for Energy Efficient Unit 2014 to Birla White,
RESEARCH AND DEVELOPMENT
Your Company''s Research & Development (R&D) activities are focused on
providing innovative and environment friendly solutions to support the
sustainable growth of business.
The R&D activities of your Company include basic as well as applied
research for fostering a better understanding of advanced construction
materials, providing a forum for closer customer-manufacturer
interaction, encouraging the development of low cost energy saving
materials, among others. Customer requirements, Quality and Cost are
governing attributes of all R&D projects for achieving process
optimisation, raw material conservation and adoption of alternative
fuels /raw materials apart from compliance with stricter environmental
These efforts have further strengthened your Company''s commitment
towards sustainability in terms of responsible utilisation of
non-renewable resources, continuous productivity improvement and energy
conservation while ensuring highest customer satisfaction.
Your Company engages with Aditya Birla Science and Technology Company
Private Limited (ABSTCPL), the corporate research and development
centre for the Aditya Birla Group in projects aimed at integration of
domain expertise and computational expertise. ABSTCPL''s forte of
having multi-disciplinary teams of experts, scientists and engineers
capable of undertaking fundamental and applied research projects has
contributed significantly in your Company''s problem solving efforts.
Your Company believes that Human Resources will play a significant role
in its future growth. With an unswerving focus on nurturing and
retaining talent, your Company provides avenues for learning and
development through functional, behavioral and leadership training
programs, knowledge exchange conferences, communication channels for
information sharing, to name a few.
The Group''s Corporate Human Resources plays a critical role in your
Company''s talent management process.
For your Company, safety of its employees, customers, vendors and those
residing in close proximity to its operations is of utmost concern.
Your Company''s Safety Board is chaired by your Company''s Managing
Director and helped by eight sub-committees, each of which is chaired
by a Unit Head. Visible Safety Training was carried out for the line
managers, front line engineers by leadership teams and over 2,800
employees underwent this training. Over 7,000 workers attended the
training Employee Actions to Improve Safety (EAIS) which was
conducted by front line engineers / workers to raise risk perception as
well as promote self and peer corrections. During the year, over
210,000 Safety Observations were carried out by your Company''s
employees. Safety focus was also maintained at the project sites by the
project leadership team. Through FY15, the Lost Time Injury Frequency
Rate (LTIFR) reduced from 0.67 to 0.50, 26% over the previous year.
Going forward, we wish to work on off-the-job safety so as to further
build on the safety culture.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act, 2013
(the Act) read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors of your Company has
constituted a Corporate Social Responsibility (CSR) Committee which
is chaired by Mrs. Rajashree Birla. The other Members of the Committee
are Mr. G. M. Dave, Independent Director and Mr. O. P. Puranmalka, the
Managing Director. Dr. Pragnya Ram, Group Executive President,
Corporate Communication & CSR is a permanent invitee to the Committee.
Your Company also has in place a CSR Policy and the same is available
on your Company''s website viz. www.ultratechcement.com. The Committee
recommends to the Board activities to be undertaken during the year.
Your Company is a caring corporate citizen and lays significant
emphasis on development of the communities around which it operates.
Your Company has identified several projects relating to Social
Empowerment & Welfare, Infrastructure Development, Sustainable
Livelihood, Health Care and Education during the year and initiated
various activities in neighboring villages around plant locations. The
work on several initiatives has picked up momentum during the year
resulting in a spend of Rs. 44.46 crores (1.45% of the average net
profits of the last 3 years as defined for the purposes of CSR).
Further, your Company has identified few villages in Gujarat and
Maharashtra for projects under the Swacch Bharat Abhiyaan. It is also
working on rehabilitation of villages in Uttarakhand and Jammu &
Kashmir devastated by floods, expenditure on which will be completed
The Annual Report on CSR activities is attached as Annexure II forming
part of this report.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The audited financial statements of your Company''s subsidiaries, joint
venture viz. Dakshin Cements Limited, Harish Cement Limited, Gotan Lime
Stone Khanij Udyog Private Limited, Bhagwati Lime Stone Company Private
Limited, UltraTech Cement Middle East Investments Limited, UltraTech
Cement Lanka (Pvt.) Limited, PT UltraTech Mining Indonesia and PT
UltraTech Investments Indonesia and related information have been placed
on the website of your Company viz. www.ultratechcement.com and also
available for inspection during business hours at the registered office
of your Company. Any Member, who is interested in obtaining a copy of
audited financial statements of your Company''s subsidiaries may write to
the Company Secretary at the Registered Office of your Company.
In accordance with the provisions of Section 129(3) of the Act, read
with the Companies (Accounts) Rules, 2014, a report on the performance
and financial position of each of the subsidiaries, associates and
Joint Venture is attached as Annexure III to this Report
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance
with the provisions of the Act, read with the Companies (Accounts)
Rules, 2014, applicable Accounting Standards and the provisions of the
Listing Agreement with the stock exchanges and forms part of the Annual
Your Company has adequate liquidity and a strong balance sheet. CRISIL
has re-affirmed the CRISIL AAA/ Stable and CRISIL A1 rating for your
Company''s long term borrowings and bank loan facilities respectively.
Your Company has raised long term borrowing of Rs. 1,008 crores
primarily by way of issuing Non-Convertible Debentures and short term
debt (net of repayments) of Rs. 1,519 crores. These have been utilised
for financing the various projects of your Company and discharging the
borrowings of Rs. 3,647 crores transferred from the Gujarat Units of
JCCL. During the year, your Company refinanced / repriced foreign
currency borrowings for Rs. 1,233 crores to take advantage of low
interest rates. All outstanding foreign currency borrowings are fully
Your Company has repaid Long Term borrowings (Primarily Non-Convertible
Debentures and External Commercial Borrowings) amounting to Rs. 311
crores during the year.
During the financial year 2014 -15, your Company has not accepted any
fixed deposits from the public falling under Section 73 of the Act and
the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT
Details of Loan, Guarantee and Investment covered under the provisions
of Section 186 of the Act read with the Companies (Meetings of Board
and its Powers) Rules, 2014 are given in the notes to the financial
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo, required to be disclosed pursuant
to Section 134(3)(m) of the Act read with the Companies (Accounts)
Rules, 2014 is given in Annexure IV to this Report.
PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 197(12) of the Act read
with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the names and other particulars of employees
are to be set out in the Directors'' Report, as an addendum thereto.
However, in line with the provisions of Section 136(1) of the Act, the
Report and Accounts as set out therein, are being sent to all Members
of your Company excluding the aforesaid information about the
employees. Any Member, who is interested in obtaining these particulars
about employees, may write to the Company Secretary at the Registered
Office of your Company.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are attached as
BUSINESS RESPONSIBILITY REPORT
In terms of Clause 55 of the Listing Agreement executed with stock
exchanges, a Business Responsibility Report forms part of the Annual
CONTRACT AND ARRANGEMENT WITH RELATED PARTIES
During the financial year, your Company entered into related party
transactions which were on arm''s length basis and in the ordinary
course of business. There are no material transactions with any related
party as defined under Section 188 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014. All related party
transactions have been approved by the Audit Committee of your Company.
The policy on Related Party Transactions as approved by the Audit
Committee and the Board is available on your Company''s website viz.
The details of contracts and arrangement with related parties of your
Company for the financial year ended 31st March, 2015 is given in Note
41 to the financial statements of your Company.
Your Company has constituted a Risk Management Committee which is
mandated to review the risk management plan / process of your Company.
The Risk Management Committee identifies potential risks, assesses
their potential impact and takes timely action to mitigate the same.
Your Company has identified key risks as excess cement capacity;
securing critical resources; market share; compliance and financial
risk. More details on risk management are covered in the Management
Discussion and Analysis forming part of the Annual Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has in place adequate internal control systems
commensurate with the size of its operations. Internal control systems
comprising of policies and procedures are designed to ensure sound
management of your Company''s operations, safekeeping of its assets,
optimal utilisation of resources, reliability of its financial
information and compliance. Clearly defined roles and responsibilities
have been institutionalised. Systems and procedures are periodically
reviewed to keep pace with the growing size and complexity of your
DIRECTOR''S RESPONSIBILITY STATEMENT
The audited accounts for the year under review are in conformity with
the requirements of the Act and the Accounting Standards. The financial
statements reflect fairly the form and substance of transactions
carried out during the year under review and reasonably present your
Company''s financial condition and results of operations.
Your Directors confirm that:
i. in the preparation of the Annual Accounts, applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any;
ii. the accounting policies selected have been applied consistently
and judgments and estimates are made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of your Company
as at 31st March, 2015 and of the profit of your Company for the year
ended on that date;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of your Company and for preventing and
detecting frauds and other irregularities;
iv. the Annual Accounts of your Company have been prepared on a going
v. your Company had laid down internal financial controls and that
such internal financial control are adequate and were operating
vi. your Company has devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Changes in Board constitution -
Mr. M. Damodaran and Mr. Adesh Gupta resigned as director from the
Board of your Company with effect from 20th June, 2014 and 30th June,
2015 respectively. The Board places on record its deep appreciation
for the services rendered by Mr. Damodaran and Mr. Gupta during their
tenure as Members of the Board.
Mrs. Sukanya Kripalu and Mrs. Renuka Ramnath have been appointed
Additional Directors (Independent) for a period of 5 consecutive years
with effect from 11th October, 2014, subject to consent by the Members
of the Company at the ensuing Annual General Meeting.
Mr. Dilip Gaur was inducted into the Board as Additional Director and
appointed Whole time Director (designated as Deputy Managing Director)
with effect from 15th October, 2014.
Notices pursuant to Section 160 of the Act have been received from the
Members proposing Mrs. Kripalu, Mrs. Ramnath and Mr. Gaur as directors
of your Company.
Mr. O. P. Puranmalka, Whole-time Director of your Company has been
re-designated as Managing Director with effect from 1st September,
2014. Mr. Puranmalka''s existing term ends on 31st March, 2015. The
Board has extended the term of appointment upto 31st March, 2016,
subject to your approval.
Mr. Kumar Mangalam Birla retires from office by rotation and being
eligible, offers himself for re-appointment.
The Board recommends these appointment / re-appointment. Items seeking
your approval on the above are included in the Notice convening the
Annual General Meeting.
Brief resumes of the directors being appointed / re-appointed form part
of the Notice of the ensuing Annual General Meeting.
During the financial year 2014-15, Mr. O. P. Puranmalka, Managing
Director and Mr. Dilip Gaur, Deputy Managing Director have not received
any commission / remuneration from your Company''s holding as well as
Meetings of the Board -
The Board of Directors of your Company met 7 times during the year to
deliberate on various matters. The meetings were held on 8th April,
2014; 23rd April, 2014; 19th July, 2014; 2nd September, 2014; 18th
October, 2014; 23rd December, 2014 and 23rd January, 2015. Further
details on the Board of Directors are provided in the Corporate
Governance Report forming part of this Annual Report.
Independent Director''s Statement -
Independent Directors on your Company''s Board have given declarations
that they meet the criteria of independence as provided in Section
149(6) of the Act and Clause 49 of the Listing Agreement.
Formal Annual Evaluation -
The evaluation framework for assessing the performance of Directors of
your Company comprises of contributions at the meetings, strategic
perspective or inputs regarding the growth and performance of your
Company, among others.
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Directors have carried annual performance evaluation of
Board, Independent Directors, Non-executive Directors, Executive
Directors, Committee and Chairman of the Board. The manner of
evaluation is provided in the Corporate Governance Report.
The details of programme for familiarisation of Independent Directors
of your Company is available on your Company''s website viz.
Policy on Appointment and Remuneration of Directors and Key Managerial
Personnel and Remuneration Policy -
The NRC has formulated the Remuneration policy of your Company which is
attached as Annexure VI to this report.
KEY MANAGERIAL PERSONNEL
Mr. K. C. Birla, Chief Financial Officer and Key Managerial Personnel
of your Company moved on to a different role with effect from 1st
December, 2014. Mr. Atul Daga was appointed as Chief Financial Officer
and Key Managerial Personnel of your Company with effect from 1st
December, 2014. The Board places on record its appreciation for the
services rendered by Mr. K. C. Birla during his tenure as Chief
Financial Officer of your Company.
In terms of the provisions of Section 203 of the Act, Mr. O. P.
Puranmalka, Manging Director; Mr. Dilip Gaur, Deputy Managing Director;
Mr. Atul Daga, Chief Financial Officer and Mr. S. K. Chatterjee,
Company Secretary are the Key Managerial Personnel of your Company.
The Audit Committee comprises of Mr. R. C. Bhargava, Mr. G. M. Dave and
Mr. S. Rajgopal. Mr. D. D. Rathi, director of your Company and Mr. Atul
Daga, Chief Financial Officer are the permanent invitees. Further,
details relating to the Audit Committee are provided in the Corporate
Governance Report forming part of this Annual Report.
Your Company has in place a vigil mechanism for directors and employees
to report concerns about unethical behaviour, actual or suspected fraud
or violation of your Company''s Code of Conduct. Adequate safeguards are
provided against victimisation to those who avail of the mechanism and
direct access to the Chairman of the Audit Committee in exceptional
cases is provided to them.
The vigil mechanism is available on your Company''s website viz.
In terms of the provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, an audit firm can hold
office as statutory auditor for 2 terms of 5 consecutive years i.e for
a maximum period of 10 years.
They can be re-appointed after a cooling period of 5 years. In
computing the period of 10 years, the period for which the auditor held
office before the commencement of the Act i.e before 1st April, 2014 is
also to be taken into account.
Your Company has Joint Statutory Auditors who have been in office for
more than 10 years and in compliance with the provisions of the Act,
the Company will have to appoint new auditors in their place by 31st
The Board of Directors has, at its meeting held on 25th April, 2015,
recommended the appointment of BSR & Co. LLP, Chartered Accountants,
Mumbai as one of the Joint Statutory Auditor of the Company in place of
Deloitte Haskins & Sells LLP, to hold office from the conclusion of
this Annual General Meeting until the conclusion of the 20th Annual
General Meeting of the Company, subject to ratification by the Members
at every Annual General Meeting till the 19th Annual General Meeting.
M/s G. P. Kapadia & Co. will continue to hold office from the
conclusion of this Annual General Meeting until the conclusion of the
next Annual General Meeting. Consequent to the aforesaid changes,
re-appointment of M/s. Haribhakti & Co., Chartered Accountants, Mumbai
as Branch Auditor is not recommended.
Resolutions seeking your approval on these items are included in the
Notice convening the Annual General Meeting.
The observation made in the Auditor''s Report are self- explanatory and
thereofore, do not call for any further comments under Section
134(3)(f) of the Act.
In terms of the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of
Directors of your Company have on the recommendation of the Audit
Committee, appointed M/s. N.I. Mehta & Co., Cost Accountants, Mumbai
and M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad, as Cost
Auditors, to conduct the cost audit of your Company for the financial
year ending 31st March, 2016, at a remuneration as mentioned in the
Notice convening the Annual General Meeting.
As required under the Act, the remuneration payable to the cost auditor
is required to be placed before the Members in a general meeting for
their ratification. Accordingly, a resolution seeking Member''s
ratification for the remuneration payable to Cost Auditors forms part
of the Notice of the ensuing Annual General Meeting.
In terms of the provision of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board has appointed M/s. BNP & Associates, Company
Secretaries, Mumbai as Secretarial Auditor for conducting Secretarial
Audit of your Company for the financial year ended 31stMarch, 2015. The
report of the Secretarial Auditors is attached as Annexure VII.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
In terms of the provisions of Section 92 (3) of the Act read with the
Companies (Management and Administration) Rules, 2014, an extract of
the Annual Return of your Company for the financial year ended 31st
March, 2015 is given in Annexure VIII to this report.
* There were no material changes and commitments affecting the
financial position of your Company between end of the financial year
and the date of this report.
* Your Company has not issued any shares with differential voting.
* There was no revision in the financial statements.
* Your Company has not issued any sweat equity shares.
* During the year your Company has not received any complaints under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
Your Directors express their deep sense of gratitude to the banks,
financial institutions, stakeholders, business associates, Central and
State Governments for their co-operation and support and look forward
to their continued support in future.
We very warmly thank all of our employees for their contribution to
your Company''s performance. We applaud them for their superior levels
of competence, dedication and commitment to your Company.
For and on behalf of the Board
Kumar Mangalam Birla
Mumbai, 20th July, 2015 (DIN: 00012813)