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Ambuja Cements Ltd.

BSE: 500425 Sector: Industrials
NSE: AMBUJACEM ISIN Code: INE079A01024
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VOLUME 92761
52-Week high 282.00
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P/E 39.60
Mkt Cap.(Rs cr) 40656.18
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OPEN 204.80
CLOSE 206.75
VOLUME 92761
52-Week high 282.00
52-Week low 185.00
P/E 39.60
Mkt Cap.(Rs cr) 40656.18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ambuja Cements Ltd. (AMBUJACEM) - Director Report

Company director report

Dear Members

We are pleased to present the Annual Report of the Company for the year 2015.

1. INDIAN ECONOMY

A POSITIVE YEAR OF MACROECONOMIC STABILITY

The Indian economy has certainly performed creditably compared to most developed andemerging markets of the world in the past year. The macroeconomic condition is stable;consumer price inflation is well under control and the wholesale price inflation is innegative territory; there have been four interest rate cuts by the Reserve Bank of India;and thanks to historically low prices of crude oil minerals and metals input costs havereduced with the balance of payment situation being better than it has been in the lastfive years. The latest estimates of the Central Statistical Organisation suggest thatgrowth of India’s Gross Value Added for the fiscal year 2014-15 will be at around7.3% which is not only higher than the previous year’s but also the best among largeemerging economies. All this ought to augur well for the cement industry.

Even as the economy has made progress this has yet to show a positive impact onsignificant demand revival and improved corporate earnings. Two consecutive weak monsoonseasons along with stalled reforms due to political discord remain concerns. So too therelatively modest pace of infrastructure growth which has a direct bearing on the cementindustry.

THE CEMENT INDUSTRY:

INDISPENSABLY LINKED TO ECONOMIC GROWTH

Cement is indispensable for nation building and has a direct linkage with thenation’s health and growth. Despite the economy clocking growth at over 7% in 2015cement production remained subdued growing by a modest 1% to 2% as against 6% theprevious year. Cement demand remained weak primarily due to low consumption from end-usersectors and procedural delays in clearances for industrial and infrastructure projects.

Moreover the cement industry is confronting excess capacity resulting in lowercapacity utilization. This gap between demand and supply will shrink when majorinfrastructure projects come into play.

The industry has evolved over time to become more organised efficient and structured;and has achieved substantial improvements in manufacturing technology. Innovationincreased use of blended cement increased energy efficiency advanced technology and useof alternative fuels have played an important role in protecting the environment and havehelped the nation preserve its rich natural resources.

2. FINANCIAL RESULTS 2015

AT A GLANCE (STAND-ALONE RESULTS):

• Cement production increased by 0.5% to reach 21.5 million tonnes from 21.4million tonnes while clinker production decreased by 3% to 14.4 million tonnes from 14.9million tonnes in 2014.

• Domestic cement sales volume in 2015 increased marginally to 21.5 million tones.Clinker sales (including exports) decreased from 0.61 million tonnes in 2014 to 0.27million tonnes in 2015.

• Net sales at 9368 crores were down by 5.5% than that of the previousyear’s 9911 crores. Average sales realisation decreased by around 3.9% at 4297 pertonne against approx 4474 per tonne in 2014.

• Total (operating) expenses for the year 2015 were marginally lower than theprevious year.

• The Company achieved an absolute EBITDA of 1531 crores which was lower by 20.6%over the corresponding EBITDA of 1928 crores of the year 2014. This was mainly on accountof lower cement sales realisation.

• Profit before Tax at 1172 crores was down by 34.3% over corresponding Profitbefore Tax of 1783 crores for the year 2014. Fall in Profit before Tax was due to lowerEBITDA and additional depreciation charge on account of implementation of the provisionsof new Companies Act 2013.

• Net Profit at 808 crores was down by 46% over corresponding Net Profit of 1496crores for the year 2014. This was mainly due to lower Profit before Tax coupled withwrite back of tax provision in previous year of 176 crores as against additional taxpertaining to previous years of 56 crores during current year.

Stand alone Consolidated
Current Year Previous Year Current Year Previous Year
31.12.2015 31.12.2014 31.12.2015 31.12.2014
Sales (Net of excise duty) 9368.30 9910.70 9388.00 9930.54
Pro t before interest depreciation and exceptional item 1889.66 2357.42 1895.48 2352.60
Less: Finance costs 91.79 64.48 92.47 65.55
Gross pro t 1797.87 2292.94 1803.01 2287.05
Less: Depreciation and Amortisation Expense 625.66 509.53 629.76 513.03
Pro t before Tax 1172.21 1783.41 1173.25 1774.02
Less: Tax Expense 364.65 287.05 365.37 287.51
Pro t after Tax but before
Minority Interest 807.56 1496.36 807.88 1486.51
Less : Minority Interest (0.01)
Pro t for the Year 807.56 1496.36 807.88 1486.50
Add : Balance as per the last
Financial Statements 1655.93 1230.69 1941.15 1525.77
Pro t available for appropriation 2463.49 2727.05 2749.03 3012.27
Appropriations:
General Reserve 150.00 150.00
Adjustment for Depreciation and Amortization as per Schedule II of the
Companies Act 2013 106.63 108.91
Dividend on Equity Shares (including interim) 434.53 774.61 434.53 774.61
Corporate Dividend Tax 88.46 146.51 88.46 146.51
Total 629.62 1071.12 631.90 1071.12
Balance carried forward to Balance Sheet 1833.87 1655.93 2117.13 1941.15

3. DIVIDEND

The Company paid an interim dividend of 80% ( Rs 1.60 per share) during the year. Inview of the substantial decline in the Profit after Tax for the full year and with a viewto conserve resources for the future requirements the Directors have recommend a finaldividend of 60% ( `1.20 per share). Thus the aggregate dividend for the year 2015 is 140%( Rs 2.80 per share) and the total payout will be Rs 522.99 crores including dividenddistribution tax of Rs 88.46 crores. This represents a payout ratio of 65%.

4. MARKET DEVELOPMENTS

In the backdrop of almost static national cement demand the Company’s cementsales in 2015 increased marginally to 21.5 million tonnes as compared to 2014. Due to thepoor global economic situation and lacklustre demand the Company did not venture intoexport of cement in 2015.

REGION-WISE SALES VOLUME / GROWTH

In the North region the cement sales of the Company remained flat at 8.7 milliontonnes in 2015.

In the East region the Company achieved sales of 4.6 million tonnes registering agrowth of 2.2% over the previous year sales of 4.5 million tonnes.

In the West & South region the Company’s domestic cement sales in 2015declined by 1.2% to 8.2 million tonnes as compared to 8.3 million tonnes achieved in 2014.

DISTRIBUTION NETWORK

Our quality products are marketed and distributed pan India with our strong network ofSales Offices and warehouses with well-trained & experienced personnel. Vastdistribution network of evolved dealers and retailers whose reach helps the Company tocater to all markets including rural and semi-urban markets. This coupled with the strongbrand equity and efficient channel management helped the Company withstand severecompetition.

While the Company’s network of ports bulk cement terminals and captive shipssupported a sustainable and strong market position in Mumbai Surat and Cochin theMangalore bulk cement terminal with its commercial operations helped expand theCompany’s footprint in the South region.

CUSTOMER EXCELLENCE

The Customer Excellence platform helped create a uniform and standard approach ofworking at the marketplace. Through this we have been successful in monitoring theperformance of our footprint across the country. This was further aided by the NetPromoter Score (NPS) survey that helped the Company identify and focus on providing evenbetter and robust innovative solutions to fulfil our customers’ needs.

Backed by our vast experience of providing quality products since its inception theCompany introduced the Special and Premium category of products in selective markets whichwere received well and appreciated by consumers.

PRODUCT QUALITY

UPHOLDING A LEGACY OF TOP QUALITY CEMENT

Besides strength bag-to-bag consistency is the hallmark of Ambuja Cement. It’sperhaps why Ambuja Cement is the preferred choice of the entire spectrum of consumers fromsophisticated infrastructure projects to high rise structures and small individual homebuilders in small towns.

Over the last three decades Ambuja has followed this philosophy to produce excellentquality of cement from all its plants from a range of raw materials. Over these years ithas also lowered the clinker factor by inventing new techniques of using different kindsof fly ash an environmentally hazardous waste of thermal power plants. The globalknowledge and expertise of LafargeHolcim has come handy in these inventions.

To maintain a high standard of quality the Company has set the Product QualityManagement (PQM) system designed with the help of LafargeHolcim expertise.

Today Ambuja Cement is acknowledged as one of the finest cements in the world. It iseven more commendable that it has achieved this position with a clinker factor among thelowest in India.

BRAND BUILDING

2015 saw yet another milestone in the history of the brand. Our new TV commercial’The Great Khali’s house’ became an instant hit with people acrossdifferent social strata and geography. It went viral on the digital medium clocking morethan two million views on YouTube alone. The advertising and marketing community has ratedit as one of the best advertisements of recent times.

Even as the advertisement created a buzz in our dealer network thanks to digitalplatforms like WhatsApp and YouTube it has also given a fresh push to the brand in themarket besides setting up a new benchmark in advertising.

Impact magazine has rated this ad as one of the best in 2015. It seems the tradition ofcreating iconic communication which began with the ’Giant’ around three decadesago continues.

TECHNICAL SERVICES

Ambuja’s technical services team that consisted of 300 expert civil engineerscontinued to work closely with the individual house builder contractor and customers.These engineers have scientifically developed innovative techniques of concrete mixing andcuring.

The response was so overwhelming that the number of sites serviced by our engineersincreased three times.

Ambuja also reached out to over 20000 contractors through a series of technicaltraining programs and easy-to-use mobile apps.

SPREADING INDUSTRY KNOWLEDGE

Simultaneously a network of 27 Ambuja Knowledge Centres (AKC) was set-up in metros andmain towns including Mumbai Delhi Kolkata Chandigarh and Ahmedabad.

The AKC is a platform of knowledge-sharing among construction professionals. Besideshosting a series of lectures and seminars on contemporary practices where speakers fromall over the world participate these AKCs also conduct regular training workshops on mixdesigns hi-rise structures for young site engineers and quality control experts fromvarious large construction companies and builders.

Two of our well-equipped concrete testing laboratories have received the covetedNational Accreditation Board of Testing and Calibration Laboratories (NABL) certificationby the Department of Science & Technology Government of India. These are India’sfirst such laboratories in the cement industry.

ENHANCING CHANNEL ENGAGEMENT

Ambuja Cement has built a unique relationship with its dealer network over the lastthree decades. We call it Ambuja Parivar. Besides annual conferences and events it alsoincludes high-end training programs designed and conducted by top management schools inIndia like Indian Institute of Management (IIM) of Ahmedabad Lucknow and Bhopal; andIndian School of Business (ISB) Hyderabad as well.

These training interventions have increased our dealers’ efficiency in terms ofAmbuja’s objectives and reiterated our promise to our dealers for Best Product BestSupport and Best Service.

LOGISTICS

Logistics continued to focus on Cost Service and Safety in operations throughout 2015.Despite the 4% increase in rail freight the total distribution costs per tonne were lowerthan in 2014 by 2% mainly due to a diesel price decrease and various Logistics savingsinitiatives like focus on direct despatches reduced lead distance lowering packing bagscosts and improved home market sales among others.

Network Optimisation projects were rolled-out to study and quantify benefits. OptimiserTools were launched in all the regions along with the rollout of the sales and operationsplanning (S&OP) process to integrate and increase coordination between sales andoperations. Material allocations from the optimiser improved cost performance. On thesafety front the Indian Road Safety Programme (IRSP) was rolled out with focus onimproving driver safety and behaviour. The use of Global Positioning System (GPS) / RadioFrequency Identification (RFID) to reinforce and improve journey management standards isunderway. There is also focus on making parking yards safe through design and processchange.

Logistics infrastructure was improved with the packer installation at our units atRabriyawas (Rajasthan) and Sankrail (West Bengal).

5. COST DEVELOPMENTS

The Company was able to achieve a lower total operating cost this year backed byfavourable fuel prices and excellence programme undertaken by the Company with an aim toimproving efficiency.

MAJOR COST MOVEMENTS i) Cost of major raw materials fly ash and gypsum decreased by1% and 5% respectively on per tonne basis. Overall the raw material cost per tonne waslargely flat compared to the previous year.

ii) Power and fuel costs account for approximately 24% of the total expenses. Coal costfor kiln reduced by 11% while coal cost for captive power plants increased by 1% mainlydue to higher cost of imported coal. Substitution of high cost coal in the kiln by petcoke usage helped in restricting overall cost increase. The Company was also able toincrease its usage of alternate fuels by 2% over the usage for the year 2014. Usage ofalternate fuels accounted for 6% of total thermal energy consumption in 2015. Cost of gridpower increased by 3% on per unit basis; however cost of captive power was restricted tojust 2% increase in 2015. Captive power generation contributed 66% of the total powerrequirement.

Overall power and fuel costs have decreased by 1% on per tonne basis as compared tothe previous year.

iii) Freight and forwarding cost worked out to 29% of total expenses. On per tonnebasis cost increase was restricted to just 2% due to the positive impact of decliningdiesel prices and various logistic optimisation efforts such as focus on directdespatches and reduced lead distance by improving home market sales and efficientutilization of chartered ship.

iv) Other expenses at 23% of the total expenses remained the same as the previous year.This was possible on account of reduction in the cost of packing bags which came down by17% over the previous year on the back of a decrease in PP granule prices. Further theCompany’s repairs and maintenance expenses reduced by 6% over the previous year.

COST MITIGATION MEASURES

AND EFFICIENCY IMPROVEMENT INITIATIVES:

PROMOTING SUSTAINABLE EFFICIENCY i) Keeping in line with the Company’s philosophyof Sustainable Operations a number of initiatives were undertaken to enhance fly ashconsumption in PPC with quality.

ii) To mitigate risk associated with the dynamic fuel market the Company has developedabilities to switch to the most economical fuel mix. This has led to an increased focus onusage of low cost fuels like petcoke.

iii) ’GEO 20’ an initiative for the usage of cost efficient and sustainablegreen fuel which has been in operation and now stabilized. An increased usage of greenfuel has helped reduce energy costs and carbon footprint.

iv) The replacement of MP turbine with HP turbine at Maratha Cement has led to visibleimprovement in efficiency leading to lower power generation cost. Another move to reduceenergy cost is the replacement of voltage variable frequency drives (VVFD) to achievelower power consumption.

v) A separate Grinding and Blending project at Ambujanagar has been commissioned. Thissystem will help produce consistent high quality cement and also help in reducing thepower consumption.

6. EXPANSION PROJECTS

AND NEW INVESTMENTS

EXPANDING RESPONSIBLY TO SERVE BOTH ECONOMIC AND ENVIRONMENTAL INTERESTS

The Company took up several projects to serve its customers in a more efficientcost-effective reliable and environment-friendly manner while bolstering its marketposition in the industry.

CAPACITY EXPANSION DURING THE YEAR i) The new Roller Press at Sankrail has beeninstalled. Once production stabilises the Roller Press will help increase the grindingcapacity by 0.9 million tonnes and will also reduce the energy consumption.

ii) The waste heat recovery system (WHRS) plant at Rabriyawas constructed with aninvestment of

85 crores is commissioned to bring efficiency in fuel utilization optimize power costsand meet our Renewable Power Obligation.

iii) In order to strengthen logistics capability and extend its reach to customers anew railway siding project to connect the plant location with the nearest railway junctionhas been initiated at the Rabriyawas unit in Rajasthan. The total project cost has beenestimated at 250 crores and the project is likely to begin operations in 2017.

iv) The Brownfield expansion project of master packer and auto wagon loading is in thecommissioning stage at Sankrail and scheduled for completion during the second quarter of2016. New packer and auto loaders will improve the despatch capacity.

UPCOMING CAPACITIES AND INVESTMENTS i) Ambuja acquired a new coal block the Gare-Palmasector-IV/8 in Chhattisgarh - through the e-auction of coal blocks conducted by theGovernment of India. This acquisition will secure long term security and savings in costof fuel for the plants. The estimated CAPEX for the development of this coal block wouldbe approximately 370 crores and mining operations expected to commence in 2018.

ii) The Company proposes to put up an integrated cement plant of 4.50 million tonnes atMarwar Mundwa Nagaur district in Rajasthan and associated grinding units at Osara (MP)and Dadri (UP) at an estimated cost of 4000 crores. The project construction work is yetto start.

The year 2016 will see capital expenditure worth

400 crores. The entire proposed expenditure would be financed by internal accruals.

7. OUTLOOK

To facilitate rapid economic growth big structural reforms faster approvals withmajor support of fiscal and monitory policy would be necessary. Tangible policy actionsare required to facilitate investment. While the Government’s commitment of fiscalconservatism and higher expenditure on salaries on account of Pay Commission may likely tohave an impact on capital expenditure it is also expected to lead to demand generation.

For robust and sustainable growth private investment and exports needs to revive andthe Indian rupee needs to remain stable. India has to remain competitive and be able topass on the benefits to its domestic audience for inclusive and sustained growth.Investments in education training manufacturing and infrastructure are the need of thehour.

GETTING GROWTH BACK ON TRACK

As mentioned earlier with substantial surplus capacity the cement industry is atrelatively low levels of capacity utilisation with its concomitant effects on overallprofitability. Utilisation has to improve for recovery of capital investment and for thiscement demand has to get back to +6% growth.

We expect much of this incremental demand to come from Government-backed projects.Concretisation of roads dedicated freight corridors development of Smart Cities MetroRail projects construction of toilets under ’Swachh Bharat Abhiyan’ the AtalMission for Rejuvenation and Urban Transformation (AMRUT) are major thrust areas which candrive cement consumption. The Government’s focus on infrastructure and ’Make inIndia’ are well-placed and the planned expenditure/initiatives will surely benefitthe cement industry.

GOVERNMENT INITIATIVES PAINT A POSITIVE PICTURE With the easing of rules for foreigndirect investment (FDI) in the real estate sector and reduction of interest rates thecommercial and residential real estate sectors are also likely to drive cementconsumption. Factors that will influence this trend in the medium to long term will beincreased per capita income housing needs of nuclear families rapid urbanization andgovernment stimulus to various rural and affordable housing schemes.

Given the enormous need for infrastructure and housing which require large quantitiesof cement as a basic building material the prospect of industry over the medium term isbright. Consistent increase in demand should absorb the excess supply and also improve theutilisation of the industry.

8. RISKS AND AREAS OF CONCERN

STAYING ONE STEP AHEAD OF RISK

Risk management has always been an integral part of the corporate strategy whichcomplements the organizational capabilities with business opportunities robust planningand execution. The Company has laid down a well-defined risk management mechanism coveringthe risk mapping and trend analysis risk exposure potential impact and risk mitigationprocess. A detailed exercise is being carried out to identify evaluate manage andmonitor both business and non-business risks. The Board periodically reviews the risks andsuggests steps to be taken to control and mitigate the same through a well-definedframework.

In line with the new regulatory requirements the Company has formally framed a RiskManagement Policy to identify and assess the key risk areas monitor and report complianceand effectiveness of the policy and procedure. A Risk Management Committee under thechairmanship of Mr. Rajendra Chitale Independent Director has also been constituted tooversee the risk management process in the Company. Based on a detailed review thefollowing key risks have been identified:

SECURING RESOURCES FOR FUTURE

Land limestone and coal are the basic inputs for manufacturing cement. Even though wehave sufficient reserves but to sustain our brand and quality for the future as well assecuring additional reserves are critical. With respect to coal quality and price areboth matters of concern. Availability of mining land for limestone is also a risingconcern for the Company which would require huge CAPEX. While a coal block has beenallotted through auction to secure coal availability there is a need to secure thelimestone supply.

FUTURE REGULATION

A number of potential future regulations facing the cement industry have beenidentified by the Company related to air quality energy and carbon managementbiodiversity land and water.

Being a responsible corporate citizen compliance to all regulations is the primeconcern for the organisation and its management which will require substantial CAPEX inthe future.

DEMAND SLOWDOWN

Despite the initiatives announced by the Government cement demand did not pick up asanticipated. Many projects/policies were announced/initiated by the government to supportand aid the growth of industry; however the pace of investments and constructionactivities continued to remain low in 2015 more so due to slowdown in rural economy.

Expectations and ground realities are yet to meet.

Demand growth is vital and seen as a concern for short term. With increased allocationfor infrastructure and construction it is expected that cement demand will grow and withother policy initiatives it is expected that some much-needed investments will beforthcoming by consuming sectors.

Inflation has been under control and it is expected that this will remain contained toallow more purchasing power for the general population which will aid cement growth.

Global jitters are already being felt in India leading to uncertainty in the generaleconomic perception. It is hoped that India will continue to shine and be a destination ofchoice for global investment.

TAXATION & ADMINISTRATIVE BURDEN

A NEED FOR UNIFORMITY

High taxes and administrative burden continues to remain a major concern for the cementindustry; along with steel the two form an important raw material for the’infrastructure’ and ’real estate’ sectors. However steel fallsunder the category of ’Goods of Special Importance’ and attracts a lower taxrate @ 4% whereas cement does not; and this makes cement subject to higher tax incomparison to other building materials.

The solution to this issue lies in the rolling-out of a uniform tax regime through theimplementation of the Goods and Services Tax (GST). The government has taken stridestowards getting Cabinet approval of the GST Bill that is slated to play a critical role inthe next level of growth and truly realise the full extent of the country’spotential.

9. HUMAN RESOURCES

INVESTING IN OUR MOST IMPORTANT RESOURCE PEOPLE.

In our journey to ensure better productivity in 2015 we moved to a function-centricorganisational structure from a region-based structure. This transition is to enablefaster and expertise-led decision making at all levels and reduce the response time toexternal environmental challenges. This initiative also helped in enhancing functionalexcellence and better resource mobilisation. As a result our manpower productivityimproved by 19% over 2014.

We institutionalised Sustainable Talent for Enhanced Performance (STEP) in 2012 andafter the successful graduation of 96 managers in 2014 it was now important to take thehigh performance coaching program to the next level. Ambuja STEP-II was launched inJanuary 2015 with 60+ participants who underwent an enriching and fulfilling journey of 12months. Our emphasis on building and developing leaders is more focussed in this journeywhere 35 of the top certified participants will take up the role of people coaches.

This learning journey includes formal informal and highly interactive components thatwould help in honing their coaching skills. It will ensure that the developmentinitiatives result not just in better skills but in enhanced performance and higherengagement.

Our programme on Rewards & Recognition (R&R) is promoting a healthy performanceculture and helps recognize employee achievements and contributions which will go a longway in building high employee engagement.

We also embarked on the journey of establishing the Business Shared Service Centre(BSC) - now called One India BSC - to streamline and align the Finance and HR operationsfor Indian operating companies of LafargeHolcim group (ACL and ACC) with the twinobjective of increasing the effectiveness and efficiency of our processes and improvingthe overall customer experience (internal and external).

10. SUSTAINABILITY AND ENVIRONMENT

Our journey to achieve sustainability continued this year with improved performance onseveral parameters of governance environment protection as well as social responsiveness.This was achieved through a variety of initiatives that we undertook together with systemsand processes to keep pace with long term objectives of the Company.

WE’VE CUT BACK. ON CARBON EMISSIONS.

A 6.5 MW Waste Heat Recovery System (WHRS) for power generation was commissioned at theRabriyawas plant in Rajasthan which will further reduce dependence on fossil fuel forpower generation and consequently the Company’s carbon footprint. We also completedmeasurement of Scope-3 carbon emissions at Rabriyawas plant and are embarking upon thesame for our other four integrated plants as well. In addition we have initiated capacitybuilding of our environment managers for gearing up towards Environment ProductDeclaration (EPD) and Life Cycle Assessment (LCA) of our products. These efforts will takeus a step closer to sustainability product certification/labelling for cement productionsimilar to the pilot conducted for the Darlaghat plant in 2014.

Natural Capital Action Plan (NCAP) is being attempted through inputs from Confederationof Indian Industry-India Business Biodiversity Initiative (CII-IBBI) as a part of oureffort to ensure sustainable ecology by way of biodiversity and natural capitalconservation.

All our plants have initiated ambient air quality and process emission parametersreporting on a real-time basis on websites of regulatory authorities for transparency andpublic information.

GAINING RECOGNITION

FOR SUSTAINABILITY PERFORMANCE

Our continued sustainability performance has been recognised by external assessmentsand awards. For the 5th time in a row the Company bagged the prestigious CIISustainability Award 2015 for ‘Corporate Excellence-Commendation for SignificantAchievement in category ’A’.

PARTNERING FOR ENVIRONMENT PROTECTION

We continued our collaboration with various stakeholders for the cause of environmentprotection and sustainability. These included joining hands with

Cement Sustainability Initiative (CSI) of World Business Council for SustainableDevelopment (WBCSD) for the implementation of the India specific

‘Low Carbon Technology Road Map for Cement Industry’ and the launch of theIndia Water Tool (IWT) version 2.0 in early 2015. This tool will help companies understandand respond to their growing challenges of managing water effectively and identifyingwater risk areas. Our partnership with India Business and Biodiversity Initiative (IBBI)of CII supported by Ministry of Environment Forests

& Climate Change and GIZ continued with even greater focus on training awarenessstandards policies and implementation on Biodiversity Conservation.

MATERIALITY REVIEW

The Company launched a comprehensive Materiality Review in 2015 to facilitate a goodunderstanding of the Company’s obligations to its stakeholders consistent with thebusiness’s commitment to corporate responsibility and to find out material issues. Ithas provided a platform for promoting transparent communication and providing anopportunity for the Company to identify and address stakeholders’ interests.

The Global Reporting Initiative guidelines on stakeholder engagement was followed andengagement was designed with the objective of issue-based proactive learning orientedimplementation which helped achieve tangible results in alignment with the Company’stargets. The stakeholder engagement program was deployed in phases focusing on eachidentified stakeholder sector individually and the organisation. Gap analysis wasconducted to constantly revise the engagement strategy and include the emergingmateriality issues into its business sustainability agenda.

SUSTAINABILITY REPORTING

We shared our 8th annual corporate Sustainability Development Report on triple bottomline performance for the year 2014 following GRI G4 (Comprehensive) guidelines with’Assurance’ by an independent certifying agency as per AA1000 assurancestandard. We have responded to the Metal and Mining Sector Supplement of the GRI whilereporting on our Sustainability performance to our stakeholders. The Company has also beenissuing

Business Responsibility Report (BRR) as a part of its Annual Reports since 2012. Theprocess also entailed a detailed Materiality Review as detailed above with our internal aswell as external stakeholders.

ADDITIONAL REPORTING AND DISCLOSURES

Apart from voluntarily reporting our Carbon emissions performance on Carbon DisclosureProject (CDP) since 2010 the Company voluntarily reported on CDP Global Water Report 2015being one among eight Indian companies reporting on the same. Ambuja continued its goodperformance in CDP Climate Change Leadership Index 2015 and scored 97 out of 100.

We also initiated reporting in the Dow Jones Sustainability Index (DJSI) for EmergingMarkets in 2015 to benchmark ourselves with the leading companies in the sector forfurther improvement.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has made conscious efforts to involve communities in its developmentjourney through Ambuja Cement Foundation (ACF) the CSR arm of the company. ACF realizedits responsibility to co-exist peacefully with the host communities and over the past twodecades has kick-started multiple programmes at 21 locations across 11 states.

ACF’s programs are focussed on: Water Management Skill and EntrepreneurshipDevelopment Healthcare Education Women Empowerment and Agro-based Livelihoods. Detailedreport on CSR activities including amount spent is given in Annexure I.

WATER MANAGEMENT

With the motive of ’giving more than we take’ ACF has been working inGujarat dry arid territories of Rajasthan hilly regions of Darlaghat and the waterscarce state of Andhra Pradesh. To date ACF has reached out to more than 400000 peopleacross locations. Initiatives like renovation of traditional water reservoirs ponddeepening roof rain water harvesting structures (RRWHS) and reverse osmosis plants amongothers have improved accessibility to healthy drinking water. In addition theseinitiatives have improved the quality of land and environment.

THE ONLY WATER POSITIVE CEMENT COMPANY IN INDIA.

As a result of these efforts the Company was certified as 4.03 times water positive.ACL’s Rabriyawas plant located in middle of a desert in Rajasthan has beencertified 13 times water positive. For Rabriyawas water has changed the landscape in theregion with improvement in not just biodiversity and land quality but also thelivelihoods and lifestyle of people.

Ambuja Cement is the only water positive cement Company in India with total watercredits of 31 million cubic metres.

AGRO-BASED LIVELIHOODS

Strengthening community through sustainable livelihoods programmes has changed thelives of youth women and farmers in nearby communities.

The agro-based livelihood generation programme to make agriculture and alliedactivities a sustainable source of livelihood has introduced the farmers to newtechnologies and created market linkages reaching out to over 85000 farmers. Cropspecific programmes - Better Cotton Initiative (BCI) reached out to more than 26000farmers covering 40000 hectares of land and System for Rice Intensification (SRI) projecthas covered 800 farmers and is in an expansion mode. The initiative to promote animalcare has changed lives of many women in Darlaghat. The local women are trained aspara-veterinarians or Pashu Swasthya Sevikas (PSS) thus providing the much needed accessto cattle care improving the status of agriculture allied activities. To promote alliedfarming livelihoods the farmers were introduced to Alternative Fuel Resource (AFR) wherethey get paid by Ambuja to provide bio-wastes like sugarcane trash leaves cotton stalkwheat straw and other crop residues as biomass.

To enhance alternative means of livelihood and develop the skills of community youthACF has established 16 Skill and Entrepreneurship Development Institutes (SEDI) across 10states that provides vocational training in 12 sectors. Till date SEDI has trained almost26400 youth of which 70% have been successfully placed in various industries.

SEDI Nagaur (Rajasthan) has trained 60 physically challenged youth of which 90% havestarted their independent enterprises.

HEALTH AND SANITATION

ACF has been actively working on clinical preventive and promotive healthcare throughmobile medicare units community health clinics diagnostic centres and specialised healthcamps. The health projects are implemented in close coordination with Public HealthDepartments panchayats Village Development Committees and led by a cadre of voluntaryhealth workers or “sakhis” who work as the interface between the public healthsystem and the community. Today sakhis are active participants in the village health andsanitation committees vocal at gram sabhas about healthcare issues and are resourcepersons promoting awareness on rural health and hygiene.

KEEPING IT CLEAN

ACF along with Women’s Federations in Chandrapur (Maharashtra) and Kodinar(Gujarat) encouraged people to construct toilets in their households to improve health andsanitation. The two Federations with 435 self help groups (SHG) and over 4800 members aredriving communities to adopt hygienic practices. In Darlaghat (Himachal Pradesh) childrenfrom the community ensured an open defecation free (ODF) village. Known as “SwachataDoot” (Messengers of Cleanliness) these children spread the message by demonstratinghygiene and cleanliness in their allocated area.

As part of the sanitation project more than 22000 toilets have been constructed in130 villages in different locations of the Company. ACF aims to make all the villages thatthey are working in 100% ODF by 2020. Under the school sanitation programme ACF hasresolved issues in 172 schools. Each of these schools have a vigilance committee withschool children as committee members ensuring cleanliness and sanitation in their schoolpremises.

AMBUJA MANOVIKAS KENDRA (AMK)

At this special facility for intellectually challenged children in Ropar Punjab twostudents brought glory to their school at the Summer Special Olympics 2015 organized inLos Angeles USA. Meera Kumari and Pawandeep Singh won the gold and bronze medals in thecycling and basketball categories respectively. This has added yet another credit to AMKwith seven of its students to date having won 11 medals at the Summer Special Olympicsunder different categories.

STAKEHOLDER ENGAGEMENT

ACL’s communities and stakeholders participate in identifying issues and evolvingsolutions in a systematic and continuous manner.

• Community Advisory Panels (CAP) consisting of community members and members fromAmbuja Cement meet regularly to discuss the community concerns.

• Community Engagement Plans (CEP) are prepared annually by ACF in closeconsultation with the community and ACL units based on concerns raised at CAPs and otherstakeholder meetings.

• Social Engagement Scorecard (SES) is conducted annually at all locations toprovide a review of programs in the form of group discussions and opinion leaderinterviews.

• Site Specific Impact Assessments (SSIA) are conducted cyclically to apprehendthe insights and needs of all stakeholders of the Company.

12. HEALTH & SAFETY (H&S)

Health & Safety is an overarching value for all of us at Ambuja. The Company iscommitted to ensure safety of all its employees contractors and everyone associated withit. It firmly believes in the policy of “Zero Harm”. Our onsite performance hasgradually improved since 2013. From ten fatalities in 2013 it was three in 2014 and onein 2015. The ’We Care’ - our Health & Safety Excellence Journey initiativelaunched across the Company the previous year has remarkably helped in changing themindset of our people and strengthening the safety culture in the Company.

It was observed that everyone across the plants was speaking the language of safety.Under ’We Care’ Health & Safety was made a line responsibility and not thefunctional obligation. This led to standardization of processes increased participationinvolvement and engagement of people on the ground.

For capability building a mass training program was rolled out for 6500 employees andcontractors involved in high risk activities; also conducted certification programs withthe help of external experts. With the objective of emotional engagement and changingmind-set towards safety 12000 people were connected through sensitization workshops andbehaviour-based training (BBS) for over 900 front-line staff and workers. A Reward &Recognition program was introduced where 374 individuals and 31 teams were rewarded forproactive interventions.

Even as our efforts in 2015 have been good we need to continue the momentum in thecoming year especially in improving H&S engagement and accountability. In 2016 ourfocus will be on implementation which would include enforcing on-ground learnings anddemonstrating it too. Besides rewards there is a need to introduce consequence managementfor any non-compliance on safety. A matter of concern has been Vehicular & TrafficSafety which will be incorporated this year as part of our larger strategy.

So far we have been on the right track on our H&S journey and our teams arecommitted to achieve the goal of Zero Harm.

13. MERGER OF HOLCIM LTD. SWITZERLAND AND LAFARGE SA FRANCE

On 10th July 2015 Holcim Ltd. Switzerland and Lafarge SA France announced thecompletion of their global merger to create LafargeHolcim Ltd. (LH) a world leader incement and building material industry. LH is present in 90 countries with around 115000employees. LH is the ultimate holding Company and Ambuja continues to receive all-roundsupport from them in various facets of the Company’s business and support functions.

14. ORDER OF COMPETITION APPELLATE TRIBUNAL (COMPAT)

In June 2012 the Competition Commission of India (CCI) passed an Order levying apenalty of

1163 crores on the Company in connection with a complaint filed by the BuildersAssociation of India against leading cement companies (including Ambuja) for allegedviolation of certain provisions of the Competition Act 2002. The Company filed an appealbefore the COMPAT for setting aside the said Order of CCI. The COMPAT granted stay onlevying the penalty imposed on the Company by CCI against deposit of 10% of the penaltyamount.

In December 2015 the COMPAT finally set aside the said Order of CCI and remanded backto CCI for fresh adjudication of the issues and passing of fresh Order. It also allowedthe Company to withdraw the amount of 10% deposit kept with the CCI.

15. TREASURY OPERATIONS

During the year the Company’s treasury operations continued to focus on cashforecasting and deployment of excess funds on the back of effective portfolio managementof funds within a well-defined risk management framework.

All investment decisions in deployment of temporary surplus liquidity continued to beguided primarily by the tenets of safety of Principal and liquidity. Proactive managementof portfolio helped improve treasury yield performance. During the year the investmentportfolio mix was continuously rebalanced in line with the evolving interest rateenvironment.

16. DEPOSITS

The Company has not accepted any deposits from the public/members under Section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 duringthe year.

17. PURCHASE OF SHARES IN HOLCIM INDIA PVT. LTD. (HIPL) AND AMALGAMATION OF HIPL WITHTHE COMPANY

The members may be aware that the Company had proposed to acquire 24% equity shares ofHIPL from Holderind Investment Limited Mauritius and subsequently amalgamating HIPL withthe Company under the Scheme of Amalgamation. The Scheme has been approved by therequisite majority of the Members and has also received assent from the Hon’ble HighCourts at Gujarat and Delhi. However the Scheme will be effective upon receipt ofapproval from the Foreign Investment Promotion Board (FIPB) Government of India which isyet to be received.

On the scheme being effective the Company will hold 50.01% equity shares in ACCLimited and consequently ACC Limited and all its subsidiaries will become the subsidiaryof the Company.

18. EMPLOYEE STOCK OPTION SCHEME (ESOP)

During the year the last ongoing ESOP scheme got closed and the Company did not grantany fresh stock option to its employees. Henceforth information on stock options will begiven only when fresh options are granted by the Company.

19. DISCLOSURES UNDER THE COMPANIES ACT 2013 AND LISTING REGULATIONS

(I) EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the annual return is given in Annexure II.

(II) NUMBER OF BOARD MEETINGS:

The Board of Directors met 7 (seven) times in the year 2015. The details of the boardmeetings and the attendance of the Directors are provided in the Corporate GovernanceReport.

(III) CHANGES IN SHARE CAPITAL:

During the year under review the Company allotted 2151635 equity shares of the facevalue of 2 each upon exercise of stock options under various Employee Stock OptionSchemes. Consequently the equity share capital has increased from 3099491572 dividedinto 1549745786 equity shares of 2 each to 3103794842 divided into 1551897421equity shares of 2 each. All the equity shares forming part of the share capital rankpari-passu in all respect.

(IV) CONTINUANCE OF THE EXISTING FINANCIAL YEAR: Pursuant to the requirement ofconsolidation of the Company’s accounts with the ultimate Holding CompanyLafargeHolcim Ltd. the Company will continue to follow the Calendar Year (1st January31st December) as its Financial Year. Necessary approval from the Company Law Board hasbeen obtained in this regard.

(V) COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of Mr Rajendra Chitale asthe Chairman and Dr Omkar Goswami Mr Nasser Munjee and Mr Bernard Terver (since resigned)as members. More details on the committee are given in the Corporate Governance Report.

(VI) RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm’s length basis in theordinary course of business and are in compliance with the applicable provisions of theCompanies Act 2013 and the Listing Regulations. There are no materially significantrelated party transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company at largeor which warrants the approval of the shareholders. Accordingly no transactions are beingreported in Form AOC-2 in terms of

Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.However the details of the transactions with Related Party are provided in theCompany’s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions. The statement is supported by the certificate from the MD & CEO andthe CFO.

The Related Party Transactions Policy as approved by the Board is uploaded on theCompany’s website at http://www.ambujacement.com/wpcontent/uploads/2015/12/policy_on_determining_materiality_of_rpt_28_oct_2015_revised.pdf

(VII) POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment.

During the financial year under review the Company has not received any complaints ofsexual harassment from any of the women employees of the Company.

20. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the listing regulations. A separate section oncorporate governance under the listing regulations along with a certificate from theauditors confirming the compliance is annexed and forms part of this Annual Report.

21. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31st December 2015 as stipulatedunder regulation 34 of the Listing Regulations is annexed and forms part of the AnnualReport.

22. INTERNAL CONTROL SYSTEM

INTERNAL AUDITS AND CONTROLS

The Company’s internal controls system has been established on values of integrityand operational excellence and it supports the vision of the Company “To be the mostsustainable and competitive Company in our industry”. Over the years formal andindependent evaluation of internal controls and initiatives for remediation ofdeficiencies by in house Internal Audit department have resulted in a robust framework forInternal Controls commensurate with the size and complexity of the business.

The internal control framework essentially has two elements: (1) structures policiesand guidelines designed to achieve efficiency and effectiveness in operations andcompliance with laws and regulations; (2) an assurance function provided by InternalAudit.

The Company also has well-documented Standard Operating Procedures (SOPs) for variousprocesses which are periodically reviewed for changes warranted due to business needs. TheInternal Audit department continuously monitors the efficiency of the internalcontrols/compliance with SOPs with the objective of providing to Audit Committee and theBoard of Directors an independent objective and reasonable assurance of the adequacy andeffectiveness of the organisation’s risk management control and governanceprocesses. This formalised system of internal control facilitates effective compliance ofSection 138 of Companies Act 2013 the Listing Regulations and also the relevant statutesapplicable to the parent organisation.

KEEPING AN EYE ON OURSELVES

The scope and authority of Internal Audit activity are

Mr. Bernard Terver (DIN 06771125) Vice Chairman (representing LafargeHolcim Ltd.)resigned from the Board w.e.f. 11.02.2016 in view of his proposed retirement fromLafargeHolcim Ltd. the ultimate Holding company.

The Board placed on record its appreciation for the valuable services rendered by Mr.Fontana and Mr. Terver.

III. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 and Article 147 of the Articles ofAssociation of the Company Ms. Usha Sangwan (DIN 02609263) will retire by rotation at theensuing Annual General Meeting of the Company and being eligible has offered herself forre-appointment. The Board recommends her re-appointment.

IV. APPOINTMENT

Mr. Eric Olsen (DIN 07238383)

Mr. Eric Olsen has been appointed as an Additional Director (Non Independent) underSection 161 of the Companies Act 2013 w.e.f. 27th July 2015. Consequent to the steppingdown of Mr. Bernard Tever Mr. Olsen has been appointed as the Vice Chairman of the Boardw.e.f. 11th February 2016.

Mr. Olsen aged 51 is the CEO of LafargeHolcim Ltd. He is a business graduate from theUniversity of Colorado Certified Public Accountant (Chicago USA) and holds a Master ofBusiness Administration from HEC International Business School in Paris. He possesses morethan 25 years of experience in the fields of Finance M&A Business Development andHuman Resource.

Mr. Christof Hassig (DIN 01680305)

Mr Christof Hassig has been appointed as an Additional Director (Non Independent) underSection 161 of the Companies Act 2013 w.e.f. 9th December 2015.

Mr. Hassig aged 56 is currently the Head of

Corporate Strategy and Mergers & Acquisitions at LafargeHolcim Ltd. He is aprofessional banker and did his Masters in Banking and Advanced Management Program atHarvard Business School. He possesses more than 30 years of experience in the fields ofBanking Finance and M&A.

Mr. Martin Kriegner (DIN 00077715)

Mr. Martin Kriegner has been appointed as an Additional Director (Non Independent)under Section 161 of the Companies Act 2013 w.e.f. 11th February 2016.

Mr. Kriegner aged 54 who is currently the Area Manager of Central Europe region ofLafargeHolcim has been now appointed as the Head of India. He is a Doctorate of Law andMBA from Austrian Universities. He joined the erstwhile Lafarge group in 1990. Prior tohis current role he was the CEO of Lafarge India Pvt. Ltd. from 2012 to 2015.

As Additional Directors Mr. Olsen Mr. Hassig and Mr. Kriegner shall hold office up tothe date of the ensuing Annual General Meeting. The Company has received a Notice as perthe provisions of Section 160 (1) of the Companies Act 2013 from the Members along withthe requisite deposit for proposing their appointment as Directors. The Board of Directorsrecommends their appointment.

Further details about the directors are given in the Corporate Governance Report aswell as in the Notice of the ensuing Annual General Meeting being sent to the shareholdersalong with the Annual Report.

V. ATTRIBUTES QUALIFICATIONS & INDEPENDENCE OF DIRECTORS AND THEIR APPOINTMENT

The Nomination & Remuneration Committee of Directors have approved a Policy forSelection Appointment and Remuneration of Directors which inter-alia requires that theDirectors shall be of high integrity with relevant expertise and experience so as to havediverse Board.

The Policy also lays down the positive attributes/ criteria while recommending thecandidature for the appointment as Director.

Our Leadership Blueprint

The Board Diversity Policy of the Company requires the Board to comprise of set ofaccomplished individuals ideally representing a wide cross-section of industriesprofessions backgrounds occupations and functions and possessing a blend of skillsdomain and functional knowledge experience educational qualifications both individuallyand collectively.

Directors are appointed/re-appointed with the approval of the Members for a term inaccordance with the provisions of the law and the Articles of Association. The initialappointment of Managing Director & CEO is generally for a period of five years. AllDirectors other than Independent Directors are liable to retire by rotation unlessotherwise specifically provided under the Articles of Association or under any statute.One-third of the Directors who are liable to retire by rotation retire at every AnnualGeneral Meeting and are eligible for re-appointment.

The relevant abstract of the Policy for Selection Appointment & Remuneration ofDirectors is given in Annexure III.

VI. INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 of the Companies Act 2013 and provisions of the ListingRegulations stating that they meet the criteria of independence as provided therein. Theprofile of the Independent Directors forms part of the Corporate Governance Report.

VII. EVALUATION OF THE BOARD’S PERFORMANCE

In compliance with the Companies Act 2013 and Regulation 17 of the ListingRegulations the performance evaluation of the Board and its Committees were carried outduring the year under review. More details on the same are given in the CorporateGovernance Report.

VIII. REMUNERATION POLICY

The Company follows a Policy on Remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination & Remuneration Committee and theBoard. The main objective of the said policy is to ensure that the level and compositionof remuneration is reasonable and sufficient to attract retain and motivate theDirectors KMP and senior management employees. The remuneration involves a balancebetween fixed and incentive pay reflecting short and long-term performance objectivesappropriate to the working of the Company and its goals. The Remuneration Policy for theDirectors and senior management employees is given in the Corporate Governance Report.

IX. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the cementindustry scenario the socio-economic environment in which the Company operates thebusiness model the operational and financial performance of the Company significantdevelopments so as to enable them to take well informed decisions in a timely manner. Thefamiliarization programme also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.

The policy on Company’s familiarization programme for Independent Directors isposted on the Company’s website at: www.ambujacement.com

X. KEY MANAGERIAL PERSONNEL

During the year under review Mr. Sanjeev Churiwala resigned from the post of the CFOof the Company w.e.f. 15.11.2015. The Board placed on record its appreciation for thevaluable services rendered by Mr. Churiwala.

The Board of Directors based on the recommendation of the Nomination &Remuneration Committee and the Audit Committee appointed Mr. Suresh Joshi as the new CFOof the Company w.e.f. 1st February 2016. Mr. Joshi aged 54 is a Commerce Graduate and aqualified Chartered Accountant and has more than 30 years of experience (including 19years with Ambuja) in the areas of finance & controlling taxation commercial &business strategy and M&A. He also possesses global exposure to LafargeHolcimgroup’s finance and controlling function for around four years.

25. DIRECTORS’ RESPONSIBILITY

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that: i) In the preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanations relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistentlyexcept for the change in accounting policies stated in notes to the accounts and judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as on 31st December 2015 and of the statement of profitand loss and cash flow of the Company for the period ended 31st December 2015;

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) the annual accounts have been prepared on an ongoing concern basis;

v) proper internal financial controls to be followed by the Company has been laid downand that such internal financial controls are adequate and were operating effectively and;

vi) proper systems to ensure compliance with the provisions of all applicable laws hasbeen devised and that such systems were adequate and operating effectively.

26. AUDITORS

I. AUDITORS AND THEIR REPORT

M/s. SRBC & Co. LLP (ICAI Firm Registration No.324982E) the Statutory Auditors ofthe Company will hold office until the conclusion of the ensuing Annual General Meetingand are eligible for re-appointment as per Section 139 of the Companies Act 2013.

M/s. SRBC & Co. LLP have expressed their willingness to get re-appointed as theStatutory Auditors of the Company and has furnished a certificate of their eligibility andconsent under Section 141 of the Companies Act 2013 and the rules framed there under. Interms of the Listing Agreement/Regulations the Auditors have confirmed vide their letterdated 11th January 2016 that they hold a valid certificate issued by the Peer ReviewBoard of the ICAI. The Board based on the recommendation of the Audit Committeerecommends the appointment of M/s. SRBC & Co. LLP as the Statutory Auditors of theCompany.

The members are requested to appoint M/s. SRBC & Co. LLP Chartered Accountants asAuditors from the conclusion of the ensuing Annual General Meeting till the conclusion ofthe next Annual General Meeting in 2017 and to authorise the Board to fix theirremuneration for the year 2016.

The Auditors’ Report to the Shareholders for the year under review does notcontain any qualification.

II. COST AUDITOR AND COST AUDIT REPORT

Pursuant to section 148 of the Companies Act 2013 the Board of Directors on therecommendation of the Audit Committee appointed M/s. P.M. Nanabhoy & Co. CostAccountants as the Cost Auditors of the Company for the Financial Year 2016 and hasrecommended their remuneration to the Shareholders for their ratification at the ensuingAnnual General Meeting.

The Audit Committee has also received a certificate from the Cost Auditor certifyingtheir independence and arm’s length relationship with the Company. Pursuant to theCompanies (Cost Audit Report) Rules 2011 the Cost Audit Report for the financial year2014 was filed with the Ministry of Corporate Affairs on 12.05.2015 vide SRN No.S37794351.

III. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board had appointed M/s. Rathi & Associates Company Secretaries in Whole-timePractice to carry out Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year 2015. The report of the Secretarial Auditor isannexed to this report as Annexure IV. The report does not contain any qualification.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

Except as stated elsewhere about passing of Order by the Competition AppellateTribunal there have been no significant and material orders passed by the courts orregulators or tribunals impacting the going concern status and Company’s operations.However members’ attention is drawn to the statement on contingent liabilities andcommitments in the notes forming part of the Financial Statements.

28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans guarantees given and investments made during the year as requiredunder Section 186 of the Companies Act 2013 and Schedule V of the Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirement) Regulations 2015 areprovided in Notes 11 28 (I)(vi) and 47 of the Standalone Financial Statements.

29. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

UNCLAIMED DIVIDEND

The Company has transferred a sum of 132 lakh during the financial year 2015 to theInvestor Education and Protection Fund established by the Central Government incompliance with Section 205C of the Companies Act 1956. The said amount representsunclaimed dividends which were lying with the Company for a period of seven years fromtheir respective due dates of payment. Prior to transferring the aforesaid sum theCompany has sent reminders to the shareholders for submitting their claims for unclaimeddividend.

UNCLAIMED SHARES

During the year the Company transferred 2496378 undelivered unclaimed equity sharesof 2 each belonging to 17365 shareholders to the Unclaimed Suspense Account out of thetwo issues made by the Company viz - shares issued to the shareholders of Ambuja CementRajasthan Ltd. on merger and simultaneous issue of Bonus shares and subdivision of theface value of shares from 10 to 2. These shares were transferred to the Unclaimed SuspenseAccount on 14th December 2015 after sending three reminders in compliance with Clause 5Aof the Listing Agreement & Regulation 39(4) of the Listing Regulations 2015.

Company is holding these shares in a Demat ’Unclaimed Suspense Account’ withHDFC Bank on behalf of the allottees of these shares. The voting rights in respect ofthese shares would remain frozen till the rightful owner claims it as per the procedurelaid down under the Listing Regulations.

30. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy technology absorption foreign exchange earningsand out go is required to be given pursuant to provision of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is annexed hereto markedAnnexure V and forms part of this report.

31. PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of

REGIONAL AWARDS

• Maratha Cement Works (MCW) and Rabriyawas jointly bagged the 2nd prize forExcellence in Water Management & Conservation at the 3rd edition of FICCI Water Awardsheld in the national capital. This award is yet another recognition of ACL’scommitment towards water conservation efforts in keeping with its vision to achievesustainability.

• Ambujanagar won the Best Environment Excellence Award for 2013-14 and 2014-15 atthe 14th International Council for Cement & Building Material International Seminar atNew Delhi.

• Maratha Cement Works (MCW) bagged the

Electrical Safety Best Performer Certification organized by Industry Energy and Labourdepartment of Government of Maharashtra. The MCW unit was identified for incorporatingbest practices in Electrical Safety that has led to Zero Harm

• Rabriyawas recognized and rewarded by Rajasthan Renewable Energy CorporationLimited (an undertaking of Rajasthan Govt.) for Remarkable Performance in EnergyConservation in the Cement Sector.

• Ropar been declared winner of the ‘Greentech Environment Award - 2015’in the Silver Category in Cement Sector for outstanding achievement in EnvironmentManagement.

• Ambuja Cement Foundation (Ropar) was awarded the Best HIV Project forIntravenous Drug Users by the State Institute of Health and Family Welfare Punjab.

• Ambuja Cement Foundation Darlaghat bags NABARD’s ’Best PartnershipAward’ for its Watershed Development Projects in Himachal Pradesh.

• Bhatapara was conferred ‘Domain Excellence in Corporate SocialResponsibility’ and ‘Commendation for Significant Achievement in EnvironmentManagement’ at the CII Sustainability Award 2015.

36. CAUTIONARY STATEMENT

Statements in the Directors’ Report and the Management Discussion and Analysisdescribing the Company’s objectives expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the Company’s operations include: global and domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and their cost changes in government policies and tax laws economicdevelopment of the country and other factors which are material to the businessoperations of the Company.

37. ACKNOWLEDGEMENTS

The Directors take this opportunity to express their deep sense of gratitude to thebanks Central and State governments and their departments and the local authorities fortheir continued guidance and support.

We would also like to place on record our sincere appreciation for the commitmentdedication and hard work put in by every member of the Ambuja family.

To them goes the credit for all of the Company’s achievements. And to you ourShareholders we are deeply grateful for the confidence and faith that you have alwaysreposed in us.

For and on behalf of the board of

Ambuja Cements Limited

N. S. Sekhsaria

Chairman

Mumbai 25th February 2016

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