The Directors present the Sixteenth Annual Report together with the
Audited Accounts of your Company for the year ended 31st March, 2016.
FINANCIAL RESULTS (Rs,in crores)
Net Turnover 23,841 22,648
Profit before Interest,
Depreciation and Tax (PBIDT) 4,851 4,567
Less: Depreciation 1,289 1,133
Profit before Interest
and Tax (PBIT) 3,562 3,434
Interest 505 547
Profit before Tax Expenses 3,057 2,887
Tax Expenses 882 872
Profit after Tax 2,175 2,015
Adjustment related to
Fixed Assets - 76
Transfer to General Reserve 1,500 1,250
Transfer to Debenture
Redemption Reserve 44 216
Proposed Dividend on
Equity Shares 261 247
Tax on Dividend 49 50
Net Balance for the year 321 175
OVERVIEW AND THE STATE OF THE COMPANY''S AFFAIRS
During the year under review, cement demand remained subdued on account
of weak demand from the housing segment. However, in the last quarter
of the financial year, some signs of recovery emerged. Demand
registered double- digit growth due to higher infrastructure spending
on roads, ports and metro rail projects. The cement industry is
expected to perform well in the foreseeable future following economic
growth and increased government focus on infrastructure and housing on
the back of initiatives such as Housing for all by 2020, Make in India,
Smart Cities, as well as declining interest rates.
Your Company produced 47.56 MMT of cement against 43.88 MMT in the
previous year. The effective capacity utilisation was 76% as against
75% in the previous year. Aggregate sales volume increased 7% from
44.85 MMT to 47.97 MMT, while white cement and related product volumes
were 13.12 LMT (12.24 LMT). Your Company''s net turnover was Rs.23,841
crores vis-ΰ-vis Rs.22,648 crores in the previous year. Profit before
interest, depreciation and tax was at Rs.4,851 crores against Rs.4,567
crores in the previous year.
Your Directors have recommended a dividend of Rs.9.50 per equity share
(Rs.9 per equity share in the previous year) of Rs.10 each for the year
ended 31st March, 2016. The dividend distribution would result in a
cash outgo of Rs.314 crores (including tax on dividend of Rs.53 crores)
compared to Rs.297 crores (including tax on dividend of Rs.50 crores)
paid for 2014-15.
Your Company strengthened its capacity expansion plans in response to
growing demand for building material. During the year, your Company
commissioned the following assets and capacities:
- 26 MW Waste Heat Recovery Systems at different locations;
- 4.5 MTPA cement grinding capacity; this includes greenfield cement
grinding capacity at Jhajjar in Haryana and Dankuni in West Bengal and
a 1.6 MTPA cement grinding unit at Pataliputra in Bihar in April, 2016;
- 2.0 MTPA cement packaging terminal at Pune in Maharashtra.
These projects were funded through a judicious mix of internal accruals
and borrowings. The capital expenditure plan is about Rs.1,500 crores
for FY17, for projects and regulatory requirements, plant
infrastructure and routine maintenance.
- Competition Commission of India
The Competition Appellate Tribunal (COMPAT) by its order dated 11th
December, 2015 set aside the Competition Commission of India (CCI)
order dated 20th June, 2012 and remitted the matter to CCI for fresh
adjudication of the issues and passing of fresh order. Further, COMPAT
allowed withdrawal of the amount deposited by your Company in
compliance with the COMPAT interim order, which was subsequently
- Acquisition of cement units of Jaiprakash Associates Limited in
The Board of Directors of your Company had approved acquisition of the
cement units of Jaiprakash Associates Limited (JAL) in Bela and Sidhi
in Madhya Pradesh, having an aggregate capacity of 4.9 MTPA. The
effectiveness of the Scheme was inter-alia subject to the sanction of
the Hon''ble Bombay High Court (High Court). Accordingly, a petition
seeking sanction of the Scheme was filed by your Company in the High
Court. During the course of the hearing, the High Court indicated that
based on existing provisions of the Mines and Minerals (Development and
Regulation) Amendment Act, 2015 (MMDR Act, 2015), only mining leases
granted under an auction could be transferred. Since the mining leases,
which form a part of the business to be acquired by your Company from
JAL, were allotted to JAL and not granted under an auction, the same
could not, in terms of the MMDR Act, 2015, be transferred to your
Company. Under the circumstances, your Company applied for the
withdrawal of the Scheme filed before the High Court, which was
The Central Government has since amended the MMDR Act, 2015, which now
provides an exception by permitting the transfer of mining leases used
for captive purposes, which were granted otherwise than through an
In a separate development, the Board of Directors of your Company at
its meeting on 31st March, 2016 approved the signing of definitive
agreements for the acquisition of identified cement plants of JAL in
Madhya Pradesh, Uttar Pradesh, Himachal Pradesh, Uttarakhand and Andhra
Pradesh, representing an aggregate capacity of 21.20 MTPA at an
Enterprise Value of Rs.15,900 crores. The transaction will be
consummated by way of a court-sanctioned scheme to be formulated at a
later date. The acquisition is expected to take around 12-14 months to
fructify as it is subject to applicable statutory/regulatory approvals.
Your Directors reaffirm their commitment to good corporate governance
practices. During the year under review, your Company was in compliance
with the provisions relating to corporate governance as provided under
the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the Listing Regulations).
The compliance report is provided in the Corporate Governance section
of this Annual Report. The auditor''s certificate on compliance with the
conditions of corporate governance of the Listing Regulations is given
in Annexure I to this Report.
EMPLOYEE STOCK OPTION SCHEMES
During the year, 1,972 Stock Options were vested in eligible employees.
The Nomination, Remuneration and Compensation Committee (the NRC)
allotted 20,653 equity shares of Rs.10 each of your Company upon
exercise of Stock Options by the employees.
During the year, the NRC granted 24,329 Stock Options and 8,594
Restricted Stock Units to eligible employees of your Company subject to
the provisions of the Company''s Employee Stock Option Scheme (Scheme
2013). Additionally, 67,002 Stock Options were vested in eligible
employees. No Restricted Stock Units have vested in the option grantees
in terms of the provisions of the Scheme 2013. The NRC allotted 6,097
equity shares of Rs.10 each of your Company upon exercise of Stock
Options by the employees.
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 Employee Stock Option Schemes will be placed at the ensuing
Annual General Meeting for inspection by the Members.
Some of the prestigious awards conferred on your Company during the
- Golden Peacock HR Excellence Award 2015 : Rajashree Cement Works,
- Greentech Environmental Award 2015 : RC;
- IMC Ramkrishna Bajaj National Quality Award for Performance
Excellence : Rawan Cement Works, Chhattisgarh;
- Greentech CSR Award 2015 Gold Category : Hirmi Cement Works,
- India Sustainability Leadership Award in the category of community
project of the year (Water) conferred by World CSR Day for integrated
watershed management project : Vikram Cement Works, Madhya Pradesh.
Your Company was awarded a ranking on the Indian Climate Disclosure
Leadership Index (CDLI) of CDP for 2015. Your Company earned its
distinction by disclosing high quality carbon emissions and energy data
through CDP''s climate change program. CDP is a not-for-profit
organisation that drives sustainable economies.
RESEARCH AND DEVELOPMENT
Your Company''s Research and Development (R&D) centre continues to
expand and concentrate on the development of new products and processes
to significantly moderate its environmental footprint. Your Company is
devoted to sustainable development and explores new ways of environment
preservation and the responsible use of non-renewable resources.
Towards this end, your Company developed several products including
Portland Limestone Cement, IRST, etc., to enhance raw material and fuel
conservation, and reduce energy intensiveness and greenhouse gas
Your Company continued to prioritise environment concerns and
industrial by-product recycling (including fly ash, slag, etc.). Your
Company''s research activities provide customers with quality products
required for improved construction practices and experiences. These
include high-tech specialty concretes with wide-ranging attributes and
properties, innovative building products and value-added services that
relate to the use of concrete and construction materials. Your Company
continues to develop new technologies and processes directed at
Your Company is closely engaged with the Aditya Birla Science and
Technology Company Private Limited (ABSTCPL), the corporate research
and development centre for the Aditya Birla Group. It caters to the
corporate research needs of the Group''s businesses through
multi-disciplinary experts working on applied research projects. Your
Company''s active collaboration with ABSTCPL is closely linked to its
corporate objectives of mineral securitisation, process debottlenecking
and predictive studies, based on natural and non-renewable resource
preservation, energy conservation and improved product durability.
Your Company believes that its knowledge capital will drive growth and
profitability. Your Company enjoys a strong brand image as a preferred
and caring employer. The ongoing focus is on attracting, retaining and
engaging talent with the objective of creating a robust talent pipeline
at all levels. We also worked to strengthen the ''World of
Opportunities'' employee positioning initiatives. Initiatives like a
hiring freeze at some levels, robust talent reviews, career development
conversations and best-in-class development opportunities will help
enhance the employee experience at your Company.
The safety of employees, customers, vendors and those residing in
proximity to your Company''s operations is a continuing priority at your
Company. Your Company''s Safety Board is chaired by the Managing
Director, supported by eight sub- committees, each of which is chaired
by a Unit Head. Your Company conducted Visible Felt Leadership
workshops and other initiatives through the year, covering line
managers and workers. During the year, more than 200,000 safety
observations were carried out, resulting in the identification and
correction of unsafe acts or conditions. Structural stability was
another focus area. All your Company''s plants are audited by third
party experts and this is followed up with the identification of action
areas for further correction.
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, Mr. O. P. Puranmalka,
Non-Executive Director and Mr. K. K. Maheshwari, 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 which is available on your Company''s website viz.
Your Company''s CSR activities are focused on Social Empowerment &
Welfare, Infrastructure Development, Sustainable Livelihood, Health
Care and Education. Various activities were initiated during the year
in villages neighboring plant locations, resulting in a spend of H
50.89 crores (1.8% of the average net profits of the last three years
for the purposes of CSR). Your Company also identified projects under
the Swachha Bharat Abhiyaan, work on which was started and will be
intensified in the current year.
A report on CSR activities is attached as Annexure II forming a part of
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
Your Company''s wholly-owned subsidiary Gotan Lime Stone Khanij Udyog
Private Limited (GKUPL) received an order from the Mines Department,
Government of Rajasthan, canceling the transfer of mining leases in
Nagaur district of Rajasthan. The Rajasthan High Court set aside the
order passed by the Mines Department and directed the handing over of
the mining lease to GKUPL. Allowing an appeal filed by the Mines
Department against the order of the Rajasthan High Court, the Supreme
Court of India directed the State of Rajasthan to frame and notify its
policy relating to the transfer of mining lease and pass an appropriate
order with respect to the mining lease of GKUPL. Until such a decision
is taken, status quo is to be maintained in the matter. The supply of
limestone from these mines was in addition to alternative supply
sources. Your Company''s day-to- day operations are not impacted by
The audited financial statements of your Company''s subsidiaries and
joint venture viz. Dakshin Cements Limited, Harish Cement Limited,
GKUPL, 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 as well as related information
are available 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
interested in obtaining a copy of the 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 ventures 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 Regulations and forms part
of the Annual Report.
Your Company has adequate liquidity and a strong balance sheet. CRISIL
has re-affirmed our credit rating as CRISIL AAA for Long Term and
CRISIL A1 for Short Term.
Your Company has net repaid long term borrowings (primarily external
commercial borrowings and term loans) amounting to Rs.194 crores during
the year. It has also raised short term debt (net of repayments) of Rs.
441 crores. These have been utilised for meeting working capital
mismatches. During the year, your Company refinanced / repriced foreign
currency borrowings of Rs.1,224 crores to take advantage of low interest
rates. All outstanding foreign currency borrowings are fully hedged.
During the financial year 2015-16, 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
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 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
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. 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
drawing remuneration in excess of the limits set out in the aforesaid
Rules, forms part of this Report. 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.
BUSINESS RESPONSIBILITY REPORT
In terms of Regulation 34(2)(f) of the Listing Regulations, a Business
Responsibility Report forms a 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 an arm''s length basis and in the ordinary
course of business. There were 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 were approved by the Audit Committee of your
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, 2016 is given in Note
41 to the financial statements of your Company.
Your Company constituted a Risk Management Committee mandated to review
the risk management plan / process of your Company. The Risk Management
Committee identified potential risks and assessed their potential
impact with the objective of taking timely mitigation action. More
details on risk management are covered in the Management Discussion and
Analysis, forming a 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 the 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, 2016 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 has laid down internal financial controls and that such
internal financial controls are adequate and were operating
vi. your Company has devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Changes in the constitution of the Board - Mr. O. P. Puranmalka (DIN:
00062212) retired as Managing Director of your Company from the close
of business hours on 31st March, 2016. He will however continue as a
Non-executive Director with effect from 1st April, 2016.
Mr. K. K. Maheshwari (DIN: 00017572) was appointed as Managing Director
of your Company for a period of four years with effect from 1st April,
Mrs. Alka Bharucha (DIN: 00114067) has been appointed Additional
Director (Independent) for a period of five years with effect from 9th
Mr. Atul Daga (DIN: 06416619) was appointed as Whole-time Director of
your Company for a period of five years with effect from 9th June,
2016. He is the Chief Financial Officer of your Company since 1st
December, 2014 and is now designated Whole-time Director and Chief
Notices pursuant to Section 160 of the Act have been received from
Members proposing Mr. Maheshwari, Mrs. Bharucha and Mr. Daga as
Directors of your Company.
Mr. Dilip Gaur (DIN: 02071393) resigned as Deputy Managing Director
from the Board of your Company with effect from 31st March, 2016.
These changes are based on the recommendation of the Nomination,
Remuneration and Compensation Committee. The Board places on record
its deep appreciation for the services rendered by Mr. Puranmalka as
Managing Director and Mr. Gaur as Deputy Managing Director of your
Mrs. Rajashree Birla (DIN: 00022995) retires from office by rotation
and being eligible, offers herself for re-appointment.
The Board recommends the appointment of Mr. Maheshwari, Mrs. Bharucha
and Mr. Daga and the re-appointment of Mrs. Rajashree Birla. Items
seeking your approval on the above are included in the Notice convening
the Annual General Meeting (AGM).
Brief resumes of the directors being appointed / re-appointed form part
of the Notice of the ensuing AGM.
During the financial year 2015-16, 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 seven times during the year
to deliberate on various matters. The meetings were held on 25th April,
2015; 20th July, 2015; 19th October, 2015; 18th December, 2015; 20th
January, 2016; 15th February, 2016 and 31st March, 2016. 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 submitted declarations of independence to the
effect that they meet the criteria of independence as provided in
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
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 the Listing Regulations, the
Directors have carried out the annual performance evaluation of the
Board, Independent Directors, Non-executive Directors, Executive
Directors, Committees and the 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 are 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. O. P. Puranmalka ceased to be Managing Director with effect from
the close of business hours on 31st March, 2016. Mr. K. K. Maheshwari
was appointed as Additional Director and Managing Director of your
Company with effect from 1st April 2016, subject to consent by the
Members of your Company at the ensuing AGM.
In terms of the provisions of Section 203 of the Act, Mr. K. K.
Maheshwari, Managing Director (with effect from 1st April, 2016); Mr.
Atul Daga, Whole-time Director and Chief Financial Officer and Mr. S.
K. Chatterjee, Company Secretary, are the Key Managerial Personnel of
The Audit Committee comprises of Mr. R. C. Bhargava, Mr. G. M. Dave and
Mrs. Renuka Ramnath, all independent directors. Mr. D. D. Rathi,
director of your Company and Mr. Atul Daga, Whole-time Director and
Chief Financial Officer are 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 instances and 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 is provided in exceptional cases.
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 two terms of five consecutive years
i.e. for a maximum period of ten years. They can be re-appointed after
a cooling period of five years. In computing the period of ten 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.
At the 15th AGM of your Company, the Members approved the appointment
of BSR & Co. LLP, Chartered Accountants, Mumbai as one of the joint
statutory auditors of your Company in place of Deloitte Haskins & Sells
LLP, to hold office from the conclusion of the 15th AGM until the
conclusion of the 20th AGM of your Company, subject to ratification by
the Members at every AGM till the 19th AGM.
M/s. G. P. Kapadia & Co., Chartered Accountants, Mumbai was appointed
as one of the joint statutory auditors of your Company in October, 2004
and re-appointed at every AGM thereafter. M/s. G. P. Kapadia & Co. has
been in office for more than ten years and in compliance with the
provisions of the Act, your Company will have to appoint a new auditor
in their place by 31st March, 2017. The Board of Directors has, at its
meeting held on 25th April, 2016, recommended the appointment of M/s.
Khimji Kunverji & Co., Chartered Accountants, Mumbai, as one of the
joint statutory auditor of your Company in place of M/s. G. P. Kapadia
& Co., to hold office from the conclusion of this AGM until the
conclusion of the 21st AGM of your Company, subject to ratification by
the Members at every AGM till the 20th AGM.
Resolutions seeking your approval on these items are included in the
Notice convening the AGM.
The observation made in the Auditor''s Report are self- explanatory and
therefore, 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, 2017, at a remuneration as mentioned in the
Notice convening the AGM.
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 a part
of the Notice of the AGM.
In terms of the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board had appointed M/s. BNP & Associates, Company
Secretaries, Mumbai as Secretarial Auditor for conducting Secretarial
Audit of your Company for the financial year ended 31st March, 2016.
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, 2016 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 did not issue any sweat equity shares.
During the year, your Company did not receive 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 thank our employees for their contribution to your Company''s
performance. We applaud them for their superior competence, dedication
For and on behalf of the Board
Kumar Mangalam Birla
Mumbai, 9th June, 2016 (DIN: 00012813)