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UltraTech Cement
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Download Annual Report PDF Format 2015 | 2014 | 2013 | 2012 | 2011
Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 
 The Directors present the Fifteenth Annual Report together with the
 Audited Accounts of your Company for the year ended 31st March, 2015.
 
 FINANCIAL RESULTS
 
                                                       (Rs. in crores)
 
                                              2014-15         2013-14
 
 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
 
 Less: Appropriation:
 
 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
 LMT).
 
 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
 crores.
 
 DIVIDEND
 
 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.
 
 CAPITAL EXPENDITURE
 
 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,
 Maharashtra
 
 * a 6 MW Waste Heat Recovery System at Rajashree Cement Works,
 Karnataka
 
 * 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
 Gujarat
 
 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
 Madhya Pradesh
 
 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
 MW.
 
 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
 adjustments.
 
 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.
 
 Coal Blocks
 
 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.
 
 CORPORATE GOVERNANCE
 
 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.
 
 AWARDS
 
 Some of the prestigious awards received by your Company during the year
 are:
 
 * National Energy Conservation Award - Certificate of Merit by the
 Energy Secretary, Government of India to Aditya Cement Works,
 Rajasthan;
 
 * 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,
 Tamil Nadu;
 
 * 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,
 Madhya Pradesh;
 
 * 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,
 Rajasthan.
 
 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
 norms.
 
 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.
 
 HUMAN RESOURCES
 
 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.
 
 SAFETY
 
 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
 during FY16.
 
 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
 Report.
 
 FINANCE
 
 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
 hedged.
 
 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
 statements.
 
 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
 Annexure V.
 
 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
 Report.
 
 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.
 www.ultratechcement.com.
 
 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.
 
 RISK MANAGEMENT
 
 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
 Company''s operations.
 
 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
 concern basis;
 
 v.  your Company had laid down internal financial controls and that
 such internal financial control are adequate and were operating
 effectively;
 
 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.
 
 DIRECTORS
 
 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
 subsidiary companies.
 
 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.
 www.ultratechcement.com
 
 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.
 
 AUDIT COMMITTEE
 
 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.
 
 VIGIL MECHANISM
 
 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.
 www.ultratechcement.com.
 
 AUDITORS
 
 Statutory Auditors
 
 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
 March, 2017.
 
 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.
 
 Cost Auditors
 
 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.
 
 Secretarial Auditors
 
 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.
 
 OTHER DISCLOSURES
 
 * 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.
 
 ACKNOWLEDGEMENT
 
 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
                                                              Chairman
 Mumbai, 20th July, 2015                               (DIN: 00012813)
 
Source : Dion Global Solutions Limited
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