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UltraTech Cement Ltd.

BSE: 532538 Sector: Industrials
NSE: ULTRACEMCO ISIN Code: INE481G01011
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VOLUME 35754
52-Week high 4531.00
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P/E 40.80
Mkt Cap.(Rs cr) 112,307
Buy Price 0.00
Buy Qty 0.00
Sell Price 4090.75
Sell Qty 20.00

UltraTech Cement Ltd. (ULTRACEMCO) - Director Report

Company director report

Dear Shareholders

Your Directors present the Seventeenth Annual Report together with the Audited Accountsof your Company for the year ended 31st March 2017.

OVERVIEW AND THE STATE OF THE COMPANY'S AFFAIRS

The year under review witnessed a marginal growth in the world economy attributable toa feeble pace of global investment dwindling world trade flagging productivity and highlevels of debt. Conflicts and geopolitical tensions continued to weigh on economicprospects in several regions. The investment growth in many major developed and developingeconomies as well as many economies in transition was significantly slow. The World Bankhas predicted only a moderate pick-up in global economic growth during 2017 driven mainlyby improvements in emerging markets and developing economies.

India's GDP grew about 7.1%. This was primarily on the back of improving agriculturalsector with good monsoons and Government's public spending program. The manufacturing andservice sectors registered a weak growth. India's GDP growth is expected to remain stableduring FY18. The Government's stimulus for improving overall business sentiments will bethe major growth drivers. Implementation of GST will have a positive impact goingforward.

The cement industry registered the lowest volume growth during the past 15 years.Though the industry started the year on a positive note achieving decent growth duringthe first six months of the year the second half witnessed muted cement demand from thehousing segment the largest cement driver. The year saw the industry adding another 12mtpa new capacity taking the total installed capacity in the country to ~420 mtpa. Withthe new additions coupled with contraction in demand industry capacity utilisationdeclined to ~65% (LY 67%). Cement prices have not shown any improvement over the last yearand escalation in fuel prices has resulted in higher operating costs.

Cement demand is expected to pick-up gradually. The Government sponsored affordablehousing program interest

Rate subvention scheme on housing loans continuing infrastructure spending improvingdemand sentiments in the markets of South India and revival in rural housing demandbacked by improved cash flow are expected to be the key factors for cement demand growth.On the flip side demand from the urban housing and private sector capex is still notshowing any signs of recovery.

Against this background the performance of your Company during 2016-17 is asindicated:

BUSINESS PERFORMANCE

Production and Capacity utilisation (grey Cement):

FY17

FY16

% change

Installed capacity (MTPA)

66.25

64.65

2

Production (MMT)

47.91

47.56

1

Capacity Utilisation

72%

76%

(4)

MTPA - Million Metric Tonnes Per Annum.

MMT- Million Metric Tonnes.

During the year cement capacity was augmented to 66.25 MTPA following thecommissioning of the grinding unit at Patliputra in Bihar. Cement production for the yearimproved marginally from 47.56 million tonnes in the previous year to 47.91 milliontonnes. Capacity utilisation clocked 72% on a higher capacity base.

Figures in MMT

Particulars

FY17

FY16

% Change

Domestic Sales

47.62

47.13

1

Exports & Others

2.56

2.15

19

Total Sales Volume

50.19

49.28

2

Domestic sales volume rose marginally from 47.13 MMT to 47.62 MMT vis-a-vis a marginaldip in industry volume for the year.

FINANCIAL PERFORMANCE

(Rs. in crores)

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

Net Turnover

23616

23440

25092

24880

Domestic

23191

23137

23191

23137

Exports

425

303

1901

1743

Other Income

936

749

931

737

Total Expenditure

18922

19082

20163

20252

Profit before Interest Depreciation and Tax (PBIDT)

5629

5107

5861

5365

Less: Depreciation

1268

1297

1349

1377

Profit before Interest and Tax (PBIT)

4361

3810

4512

3988

Interest

571

512

640

566

Profit before Impairment and Tax Expenses / share in profit of Associates

3790

3299

3872

3422

Provision for diminution in value of Investment

(14)

-

-

-

Profit before Tax Expenses

3776

3299

3872

3422

Tax Expenses

1148

928

1158

942

Profit after tax

2628

2370

2714

2480

Profit attributable to Non-controlling Interest

-

-

(1)

2

Profit attributable to Owner of the parent

2628

2370

2715

2478

Balance brought forward from previous year

4396

3866

4613

3975

Less: Appropriations:
Re-measurement gain/loss on defined benefit plan

(13)

(3)

(13)

(3)

Transfer to General Reserve

(2000)

(1500)

(2000)

(1500)

Transfer to Debenture Redemption Reserve

96

(44)

96

(44)

Dividend on Equity Shares

(261)

(247)

(261)

(247)

Tax on Dividend

(50)

(46)

(50)

(46)

Net Balance for the year

4796

4396

5100

4613

The financial statements have been prepared in accordance with Ind AS notified underthe Companies (Indian Accounting Standards) Rules 2015 as amended by the Companies(Indian Accounting Standards) (Amendment) Rules 2016 and the relevant provisions of theCompanies Act 2013 ("the Act") and guidelines issued by the Securities andExchange Board of India ("SEBI"). The date of transition to Ind AS is from 1stApril 2015. The Consolidated Financial Statements have been prepared in accordance withthe provisions of the Act read with the Companies (Accounts) Rules 2014 applicableIndian Accounting Standards and the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("the Listing Regulations"). Theseform part of the Annual Report.

Net Turnover:

Your Company's net turnover at ' 23616 crores is marginally higher over the previousyear mainly on account of higher sales volume. Cement prices were down from ' 4757/t to '4706/t due to surplus capacity in the sector.

Other Income:

Other income is up by 25% compared to the previous year. Your Company has reversed aprovision of ' 138 crores related to the earlier years. Besides this other income wasaugmented given higher income on increase in surplus funds deployed in secured debtinstruments.

Operating Profit (PBIDT) and Margin:

PBIDT for the year at ' 5629 crores is up by 10%. PBIDT margin rose from 22% to 24%.

Cost Highlights:

(i) Energy Cost:

The overall energy cost declined by 7% from ' 824/t during the previous year to '763/t driven by increase in the usage of petcoke industrial waste and efficiencyimprovements coupled with the benefit of lower petcoke prices during part of the year.

The use of petcoke in the kilns extended to 74% from 70% in the previous year. YourCompany has also improved the efficiencies of its plant and machinery resulting in 3%lower power consumption. Besides petcoke your Company is also increasing the usage ofindustrial waste. Your Company has disposed off around 1.5 LMT of waste in the kilnsresulting in the saving of the total fuel requirement by about 2%. The increase in theshare of waste heat recovery to 7% of the total power requirement of the Company led toreduced consumption of coal and petcoke.

(ii) Input material cost:

Raw materials cost remained stable at ' 467/t.

(iii) Freight and Forwarding expenses:

Logistics cost reduced from ' 1099/t to ' 1074/t although diesel prices were upabout 13% for the year consequent to the reduction in the average lead distance withimproved utilisation of new cement grinding capacities rationalisation of road freightrates and increased coastal movement.

(iv) Employee costs:

Employee costs registered an increase of 5% from ' 1343 crores in the previous year to' 1413 crores on account of normal annual increments and commissioning of new plants.

Depreciation:

Depreciation for the year at ' 1268 crores is lower by ' 29 crores. During theprevious year your Company had componentised its property plant and equipment. This hadresulted in higher depreciation.

Finance Cost:

The finance cost at ' 571 crores is higher by ' 59 crores as compared to ' 512 croresmainly on account of provision for interest on entry tax pertaining to earlier years andlower benefit of interest subsidy due to the completion of the government grant period.

Your Company does not accept any fixed deposits from the public falling under Section73 of the Act and the Companies (Acceptance of Deposits) Rules 2014.

Your Company has adequate liquidity and a strong Balance Sheet. CRISIL has re-affirmedits credit rating as CRISIL AAA for Long Term and CRISIL A1+ for Short Term.

Income Tax:

The income tax expenses increased in line with increase in taxable income.

Net Profit:

Profit after tax for the year increased by 11% from ' 2370 crores in the previous yearto ' 2628 crores.

Cash Flow Statement

(Rs. in crores)

FY17

FY16

Sources of Cash
Cash from operations

4233

3833

Non-operating cash flow

138

143

Proceeds from issue of share capital

7

3

Increase in borrowings

-

246

Decrease in working capital

488

521

Total

4866

4746

Uses of Cash
Net capital expenditure

1232

2059

Increase in investment

1270

1840

Repayment of borrowings (net)

1534

-

Interest

547

539

Dividend

308

293

Total

4891

4731

Increase / (Decrease) in cash & cash equivalents

(25)

15

Sources of Cash Cash from operations:

Cash from operations was higher compared to the previous year due to higher salesvolume and lower cost of production.

Decrease in Working Capital:

To improve liquidity your Company has tightened the working capital norms by reducingthe inventory of stores and spares improving debtors realisation and implementingappropriate payment norms for suppliers.

Uses of Cash Decrease in Borrowings:

During the year your Company raised ' 2878 crores of longterm debt in the form ofnon-convertible debentures and external commercial borrowings. Your Company has repaidlong-term loan of around ' 3089 crores in line with the repayment schedule and short-termborrowings decreased by ' 1323 crores.

Net Capital Expenditure

Your Company spent over ' 1200 crores on its capital expenditure plans a significantpart of which was towards the balance work of the new grinding capacity commissionedduring the year. Besides this your Company also spent on capex for meeting regulatoryrequirements plant upkeep and improving efficiencies.

Transfer to General Reserve

Your Company proposes to transfer an amount of ' 2000 crores to the General Reserves.

DIVIDEND

Your Directors have recommended a dividend of ' 10 /- per equity share (' 9.50/- perequity share in the previous year) of ' 10/- each for the year ended 31stMarch 2017. The dividend distribution would result in a cash outgo of ' 330 crores(including tax on dividend of ' 56 crores) compared to ' 314 crores (including tax ondividend of ' 53 crores) paid for 2015-16.

In terms of the provisions of Regulation 43A of the Listing Regulations your Companyhas formulated a dividend distribution policy. The policy is given in Annexure I to thisReport and is also accessible from your Company's website www.ultratechcement.com .

CAPITAL EXPENDITURE PLAN

During the year your Company commissioned cement grinding units at Nagpur Maharashtraand at Patliputra Bihar.

To cater to the markets of south-west Madhya Pradesh the Board of Directors haveapproved the setting up of an integrated cement plant at Dhar Madhya Pradesh with acapacity of 3.5 MTPA and at a total cost of ' 2600 crores. The commercial production fromthe plant is expected to commence by Q4FY19.

The capital expenditure during the next financial year is expected to be approximately' 2200 crores mainly for capacity expansion projects regulatory requirements plantinfrastructure and routine maintenance.

CORPORATE DEVELOPMENT

The Board of Directors of your Company at its meeting on 4th July 2016approved a Scheme of Arrangement ("the Scheme") between Jaiprakash AssociatesLimited ("JAL") Jaypee Cement Corporation Limited ("JCCL")wholly-owned subsidiary of JAL and your Company for the acquisition of identified cementplants of JAL and JCCL in the States of Madhya Pradesh Uttar Pradesh Himachal PradeshUttarakhand and Andhra Pradesh having a capacity of 21.20 MTPA at an enterprise value of'16189 crores. The Scheme has been approved by the shareholders and creditors of yourCompany. It has also received the sanction of the Competition Commission of India theHon'ble National Company Law Tribunal and the SEBI. The Scheme will be made effective bythe Board of Directors of your Company and those of JAL and JCCL after receiving theremaining approvals.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governancepractices. During the year under review your Company was in compliance with theprovisions relating to corporate governance as provided under the Listing Regulations. Thecompliance 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 theListing Regulations is given in Annexure II to this Report.

EMPLOYEE STOCK OPTION SCHEMES ESOS - 2006

The Nomination Remuneration and Compensation Committee ("the NRC") allotted13439 equity shares of ' 10/- each of your Company upon exercise of Stock Options by theemployees. During the year 1633 Stock Options have vested in eligible employees.

ESOS - 2013

The NRC granted 44411 Stock Options and 15687 Restricted Stock Units ("RSUs'')to eligible employees of your Company. During the year 56154 Stock Options and 57799RSUs have vested in eligible employees. The NRC allotted 63090 equity shares of '10/-each of your Company upon exercise of Stock Options and RSUs by the employees.

In terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations2014 the details of the Stock Options and RSUs granted under the above mentioned Schemesare available on your Company's website viz. www.ultratechcement.com.

A certificate from the Statutory Auditor on the implementation of your Company'sEmployees Stock Option Schemes will be placed at the ensuing Annual General Meeting forinspection by the Members.

AWARDS

Your Company's efforts in various areas of its operations continue to receiveaccolades. Some of the prestigious awards conferred on your Company during the year are:

- "Gold Award" under CSR Category in the cement sector for excellentcontribution under CSR : Vikram Cement Works;

- National Awards for Manufacturing Competitiveness (NAMC) 2015-16 in Building Material& Cement Sector: Aditya Cement Works;

- Golden Peacock Award for CSR: Birla White;

- Appreciation plaque by FICCI for commendable work in the field CSR: Hirmi CementWorks;

- Certificate of Merit for achieving zero accident frequency rate by National SafetyCouncil: Ratnagiri Cement Works;

- GreenCo Gold Rating by CII: Reddipalayam Cement Works;

- Frost & Sullivan Sustainability 4.0 awards: Reddipalayam Cement Works.

RESEARCH AND DEVELOPMENT

Your Company's Research and Development ("R&D") function has beenrestructured and integrated into 'One R&D Cell' to consistently and more efficientlycontribute to sustained growth of the business by providing top innovative andenvironmental friendly solutions in cement and concrete manufacturing. Continuous productdevelopment and enhancing process productivity are its forte aimed at creating greatercustomer value and delight while at the same time reducing the cost of products. The OneR&D Cell provides comprehensive scientific and technological support to the businesswhile promoting sustainability initiatives and developmental goals.

The R&D activities of your Company include basic as well as applied research. Theaim is fostering a better understanding and development of futuristic low-costhigh-quality and energysaving cement and concrete types bridging the gap between theoryand practice of the Indian construction industry. Customer satisfaction innovation andquality improvement cost and energy reduction are the governing attributes of all R&Dprojects. Achieving cement process optimisation and debottlenecking limestone depositconservation and significant use of alternative fuels and raw materials complying withincreasingly stricter environmental norms form the mandate. Towards this end your Companyhas developed several new products and additives that aid in limestone conservationenergy savings. It also enhances the durability of concrete and concrete structures. YourCompany continues to maximise the use of industrial by-products (slag fly ash wastegypsum) and alternative fuels (petcoke solid and liquid chemical wastes) whilemaintaining high quality product attributes and functionality.

Your Company collaborates with the Aditya Birla Science and Technology Company PrivateLimited ("ABSTCPL") which is the corporate research and development centre forthe Aditya Birla Group. Current projects undertaken by ABSTCPL scientists include the useof computational or modeling methods for enhancing cement process productivity.

HUMAN RESOURCES

Your Company believes that its human capital will be the key to drive future progressand bring in differentiated growth. To facilitate this future-readiness your Company hasbeen focusing on effective skill building and development programs that equip itswork-force take on larger and higher roles. As part of the development initiative anumber of employees were rotated from their existing roles to new roles.

Your Company is committed to strengthening its Employee Value Proposition whilecreating a World of Opportunities. Several initiatives to engage its employees were taken.Their effectiveness is reflected as improvement in Employee Engagement scores in 2016.Initiatives driven by your Company's Sales & Service Academy run flagship programslike FrontStep and NextStep covering the frontline sales employees and developing them foreffectiveness and growth. The Technical Training Centre drove technical effectiveness andbusiness simulation programs for various levels of managers. A career building programcalled StepAhead was launched in collaboration with Xavier Institute of Management (XLRI)for developing managers for higher roles. As on 31st March 2017 yourCompany's employee strength stood at 14240 employees (14410 employees).

SAFETY

The safety excellence journey is a continuing process at your Company. The safety ofthe people working for and on behalf of your Company is an integral part of business. YourCompany's Managing Director chairs the Safety Board which reviews the safety performanceof your Company on a regular basis. In addition there are eight safety sub-committeesheaded by senior leaders to closely monitor various key performance indicators related tosafety. During the year more than 600000 safety observations have been carried out toidentify unsafe acts and conditions out of which more than 90% of actions have beenaddressed to make our workplace safer. Corporate safety audit by cross functional teamsand structural stability assessment by third parties is carried out across your Company'slocations and around 95% of identified high-priority points have been completed to ensurethat the structures across our Units are safe.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors of your Company hasconstituted a Corporate Social Responsibility ("CSR") Committee which is chairedby Mrs. Rajashree Birla. The other Members of the Committee are Mr. G. M. DaveIndependent Director Mr. O. P. Puranmalka Non-Executive Director and Mr. K. K.Maheshwari Managing Director. Dr. Pragnya Ram Group Executive President CorporateCommunication & CSR is a permanent invitee to the Committee. Your Company also has inplace a CSR Policy which is accessible on your Company's website viz.www.ultratechcement.com .

Your Company's CSR activities are focused on Social Empowerment & WelfareInfrastructure Development Sustainable Livelihood Health Care and Education. Variousactivities have been initiated during the year in neighboring villages around its Unitsresulting in a spend of ' 54.15 crores being more than 2% of the average net profits ofthe last three financial years for the purposes of CSR. Your Company has also identifiedprojects under the Swachha Bharat Abhiyaan work on which is being carried out in allearnest.

A report on CSR activities is attached as Annexure III forming part of this Report.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES

In the matter of your Company's wholly-owned subsidiary Gotan Lime Stone Khanij UdyogPrivate Limited ("GKUPL") the Supreme Court of India has directed the State ofRajasthan to frame and notify its policy relating to transfer of mining lease andthereafter pass appropriate order in respect of the mining lease of GKUPL. Your Company isin the process of making an application for the transfer of mines under the StateGovernment's new policy related to transfer of mining lease.

The audited financial statements of your Company's subsidiaries and joint venture viz.Dakshin Cements Limited Harish Cement Limited GKUPL Bhagwati Lime Stone Company PrivateLimited UltraTech Cement Middle East Investments Limited UltraTech Cement Lanka (Pvt.)Limited PT UltraTech Mining Indonesia and PT UltraTech Investments Indonesia as well asrelated information are accessible on the website of your Company viz.www.ultratechcement.com and also available for inspection during business hours at theRegistered Office of your Company. Any Member who is interested in obtaining a copy ofthe audited financial statements of your Company's subsidiaries may write to the CompanySecretary 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 thesubsidiaries associates and joint ventures is attached as Annexure IV to this Report.

PARTICULARS OF LOAN GUARANTEE AND INVESTMENT

Details of loan guarantee and investment covered under the provisions of Section 186of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 aregiven in the Notes to the financial statements.

ENERGY TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy technology absorption and foreign exchangeearnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act readwith the Companies (Accounts) Rules 2014 is given in Annexure V to this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached asAnnexure VI. In accordance with the provisions of Section 197(12) of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the namesand other particulars of employees drawing remuneration in excess of the limits set out inthe aforesaid Rules forms part of this Report. However in line with the provisions ofSection 136(1) of the Act the Report and Accounts as set out therein are being sent toall Members of your Company excluding the aforesaid information. Any Member who isinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of your Company.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of the Listing Regulations a Business ResponsibilityReport forms part of this Annual Report.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

During the financial year your Company entered into related party transactions whichwere on an arm's length basis and in the ordinary course of business. There are nomaterial transactions with any related party as defined under Section 188 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014. All related partytransactions have been approved by the Audit Committee of your Company.

The policy on Related Party Transactions as approved by the Audit Committee and theBoard is accessible on your Company's website viz. www.ultratechcement.com .

The details of contracts and arrangement with related parties of your Company for thefinancial year ended 31st March 2017 are given in Note 38 to the financialstatements of your Company.

RISK MANAGEMENT

Your Company has constituted a Risk Management Committee which is mandated to reviewthe risk management plan / process of your Company and has adequate risk managementprocedures which are based upon business environment operational controls and complianceprocedures. The major risks are assessed through a systemic procedure of riskidentification and classification. Risks are prioritised according to significance andlikelihood. The risk assessment is not limited to threat analysis but also identifiespotential opportunities. The Risk Management Committee oversees the risk managementprocess.

Key Business Risks identified by your Company -

Securing primary raw material

Limestone is the primary raw material required for production of cement. Its continuousand long term availability is critical particularly under the dynamic regulatoryenvironment. Although your Company possesses sufficient limestone reserves securingadditional reserves is imperative to address your

Company's expansion plans and elongate the life of existing reserves. Under the newMines and Minerals (Development & Regulation) Amendment Act 2015 ("MMDR")leases granted before the commencement of the Act for captive use are extended upto aperiod ending on 31st March 2030 or a period of 50 years from the date oflast renewal whichever is later. Under the said MMDR and Rules made thereunder infuture all mining leases will be granted by way of an auction only.

Low demand and overcapacity

Over the last financial year the cement demand growth in the country has remainedmuted. The investments in new capacities by the industry has largely remained unutilised.It is estimated that the incremental demand in the coming years shall exceed theincremental new capacity of the industry. The Government's push on infrastructure andhousing will help in increasing cement consumption and reduce the demand-supply gap.

Fuel costs

The cement manufacturing process is extremely energy intensive. During the current yearyour Company was able to gradually shift its consumption of coal to pet coke. Howeverfuel prices have been rising continuously during the year driven by the global demandsupply scenario. Your Company continuously reviews its fuel mix to optimise consumptionand continues exploring alternative sources.

Regulatory and Compliance

With the ever evolving regulatory framework in the country the risk of non-complianceand penalties loom large and carry reputational risks. Your Company has taken steps toautomate the compliance procedures and has deployed adequate measures for periodic reviewmechanisms of the regulatory framework to ensure complete compliance with all statutes.

Competition Risks

With every new entrant the risks on sales volume market share and profitability standsenhanced. With the foray of new entrants and also capacity expansion by the existingplayer's competition in the Indian cement industry is a reality. Your Company continuesto enhance brand equity through enhanced marketing activities and customer centricity.Continuous efforts are also deployed in enhancing the product portfolio and value addingservices.

Financial Risks

Your Company's exposure to interest rates foreign exchange rates and commodity pricesis subject to market dynamics. The Company's policies to counter such risks are reviewedperiodically and aligned with the financial market practices and regulations.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has in place adequate internal control systems commensurate with the sizeof its operations. Internal control systems comprising of policies and procedures aredesigned to ensure sound management of your Company's operations safekeeping of itsassets optimal utilisation of resources reliability of its financial information andcompliance. Clearly defined roles and responsibilities have been institutionalised.Systems and procedures are periodically reviewed to keep pace with the growing size andcomplexity of your Company's operations.

DIRECTORS' RESPONSIBILITY STATEMENT

The audited accounts for the year under review are in conformity with the requirementsof the Act and the Accounting Standards. The financial statements reflect fairly the formand substance of transactions carried out during the year under review and reasonablypresent 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 beenfollowed along with proper explanations relating to material departures if any;

ii. The accounting policies selected have been applied consistently and judgments andestimates are made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of your Company as at 31st March 2017 and of the profitof your Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of your Company and for preventing and detecting frauds and other irregularities;

iv. The Annual Accounts of your Company have been prepared on a going concern basis;

v. your Company had laid down internal financial controls and that such internalfinancial controls are adequate and were operating effectively;

vi. your Company has devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Changes in the constitution of the Board

Mr. R. C. Bhargava and Mr. Rajiv Dube resigned as directors from the Board of yourCompany with effect from 20th July 2016. The Board places on record its deepappreciation for the services rendered by Mr. Bhargava and Mr. Dube during their tenure asMembers of the Board.

Mr. D. D. Rathi (DIN: 00012575) retires from office by rotation and being eligibleoffers himself for re-appointment. A brief resumes of Mr. Rathi forms part of the Noticeof the ensuing Annual General Meeting.

During the financial year 2016-17 Mr. K. K. Maheshwari Managing Director and Mr. AtulDaga Whole-time Director & Chief Financial Officer have not received any commission /remuneration from your Company's holding as well as subsidiary companies.

Meetings of the Board

The Board of Directors of your Company met 7 times during the year to deliberate onvarious matters. The meetings were held on 25th April 2016 9thJune 2016 4th July 2016 19th July 2016 17thOctober 2016 21st January 2017 and 14th February 2017. Furtherdetails on the Board of Directors are provided in the Corporate Governance Report formingpart of this Annual Report.

Independent Directors' Statement

Independent Directors on your Company's Board have submitted declarations ofindependence to the effect that they meet the criteria of independence as provided inSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

Formal Annual Evaluation

The evaluation framework for assessing the performance of Directors of your Companycomprises of contributions at the meetings strategic perspective or inputs regarding thegrowth and performance of your Company among others.

Pursuant to the provisions of the Act and the Listing Regulations the Directors havecarried out the annual performance evaluation of the Board Independent DirectorsNon-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 program for familiarisation of Independent Directors of your Company areaccessible on your Company's website viz. www.ultratechcement.com

Policy on Appointment and Remuneration of Directors and Key Managerial Personnel andRemuneration Policy

The NRC has formulated the Remuneration policy of your Company which is attached asAnnexure VII to this Report.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 203 of the Act Mr. K. K. Maheshwari ManagingDirector; Mr. Atul Daga Whole-time Director & CFO and Mr. S. K. Chatterjee CompanySecretary are the Key Managerial Personnel of your Company.

audit committee

With Mr. R.C. Bhargava stepping down from your Company's Board the Audit Committee hasbeen re-constituted with the induction of Mr. S. B. Mathur Mr. D. D. Rathi and Mrs. AlkaBharucha. The Committee now comprises of Mr. S. B. Mathur Mr. G. M. Dave Mrs. RenukaRamnath Mr. D. D. Rathi and Mrs. Alka Bharucha. The Committee comprises of majority ofindependent directors with Mr. Mathur being the Chairman. Mr. K. K. Maheshwari ManagingDirector and Mr. Atul Daga Whole-time Director & CFO are the permanent invitees.Further details relating to the Audit Committee are provided in the Corporate GovernanceReport forming part of this Annual Report.

VIGIL MECHANISM

Your Company has in place a vigil mechanism for Directors and employees to reportinstances and concerns about unethical behaviour actual or suspected fraud or violationof your Company's Code of Conduct. Adequate safeguards are provided against victimisationto those who avail the mechanism and direct access to the Chairman of the Audit Committeein exceptional cases is provided to them.

The vigil mechanism is accessible on your Company's website viz.www.ultratechcement.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Competition Commission of India ("CCI") vide its order dated 31stAugust 2016 imposed a penalty on eleven companies including your Company. The CCI orderis pursuant to the directions issued by the Competition Appellate Tribunal("COMPAT") vide its order dated 11th December 2015 setting aside theoriginal CCI order dated 20th June 2012 and remitting the matter to CCI forfresh adjudication of the issue and passing a fresh order. Your Company filed an appealagainst the CCI Order before COMPAT. COMPAT has granted stay on the CCI order on conditionthat your Company deposit 10% of the penalty amounting to ' 117.56 crores which hassince been deposited.

In a separate matter the CCI vide its order dated 19th January 2017 hasimposed a penalty of ' 68.30 crores on your Company pursuant to a reference filed by theGovernment of Haryana. Your Company has filed an appeal against the said CCI order beforeCOMPAT. COMPAT has granted stay on the said CCI order. Your Company backed by a legalopinion continues to believe that it has a good case and accordingly no provision hasbeen made in the accounts on account of these two matters.

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit andAuditors) Rules 2014 M/s. BSR & Co. LLP Chartered Accountants Mumbai (RegistrationNo: 101248W/W- 100022) and M/s. Khimji Kunverji & Co. Chartered Accountants Mumbai(Registration No: 105146W) had been appointed as Joint Statutory Auditors of your Companyfor a term of five years until the conclusion of the 20th Annual GeneralMeeting ("AGM") and 21st AGM respectively. In terms of the provisionsof the Act your ratification to their appointment as Joint Statutory Auditors of yourCompany is being sought at the ensuing AGM and forms part of the Notice convening the saidmeeting. The Joint Statutory Auditors have confirmed that they are not disqualified to actas Auditors and are eligible to hold office as Auditors of your Company.

The observation made in the Auditor's Report are self-explanatory and therefore do notcall for any further comments under Section 134(3)(f) of the Act.

Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Board of Directors of your Company have onthe recommendation of the Audit Committee appointed M/s. D. C. Dave & Co. CostAccountants Mumbai and M/s. N. D. Birla & Co. Cost Accountants Ahmedabad as CostAuditors to conduct the cost audit of your Company for the financial year ending 31stMarch 2018 at a remuneration as mentioned in the Notice convening the AGM.

As required under the Act the remuneration payable to cost auditors has to be placedbefore the Members at a general meeting for ratification. Accordingly a resolutionseeking your ratification for the remuneration payable to the Cost Auditors forms part ofthe Notice of the ensuing AGM.

Secretarial Auditor

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 hasappointed M/s. BNP & Associates Company Secretaries Mumbai as Secretarial Auditorfor conducting the Secretarial Audit of your Company for the financial year ended 31stMarch 2017. The report of the Secretarial Auditor is attached as Annexure VIII. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

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 yourCompany for the financial year ended 31st March 2017 is given in Annexure IXto this Report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to providing a safe and conducive work environment to all ofits employees and associates.

Your Company has in place a Policy on Prevention of Sexual Harassment at Workplacewhich is applicable to all employees of your Company as per the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013("Prevention of Sexual Harassment of Women at Workplace Act").

Your Company ensures organisation wide dissemination of the Policy by conductingregular sessions throughout the year.

During the financial year 2016-17 your Company did not receive any complaints underPrevention of Sexual Harassment of Women at Workplace Act.

OTHER DISCLOSURES

- There were no material changes and commitments affecting the financial position ofyour Company between end of the financial year and the date of this Report.

- Your Company has not issued any shares with differential voting.

- There was no revision in the financial statements.

- Your Company has not issued any sweat equity shares.

CAUTIONARY STATEMENT

Statements in the Directors' Report and the Management Discussion and Analysisdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make a difference to your Company's operationsinclude global and Indian demand supply conditions finished goods prices feed stockavailability and prices cyclical demand and pricing in your Company's principal marketschanges in Government regulations tax regimes economic developments within India and thecountries within which your Company conducts business and other factors such as litigationand labour negotiations. Your Company is not obliged to publicly amend modify or reviseany forward looking statements on the basis of any subsequent development information orevents or otherwise.

ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments for theirco-operation and support and look forward to their continued support in future. We thankour employees for their contribution to your Company's performance. We applaud them fortheir superior levels of competence dedication and commitment to your Company.

For and on behalf of the Board
Kumar Mangalam Birla
Chairman
Mumbai 24th April 2017 (DIN: 00012813)