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Company Information

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ACC Ltd.

Jan 16, 10:46
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VOLUME : 6736
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Jan 16, 10:44
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VOLUME : 127243
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Market Cap. ( ₹ ) 28108.00 Cr. P/BV 3.00 Book Value ( ₹ ) 498.20
52 Week High/Low ( ₹ ) 1857/1256 FV/ML 10/1 P/E(X) 30.41
Bookclosure 25/05/2018 TTM EPS ( ₹ ) 52.92 Div Yield (%) 1.74
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2017-12 

TO THE MEMBERS OF ACC LIMITED

The Directors are pleased to present the Eighty Second Annual Report of the Company together with the audited financial statements for the year ended December 31, 2017. The Section on Management Discussion and Analysis (MD&A) forms a part of this report.

1. FINANCIAL RESULTS

Consolidated

Standalone

Rs, Crore

Rs, Crore

2017

2016

2017

2016

Revenue from Operations (Gross) and Other Income

14,329.58

12,646.20

14,331.84

12,651.73

Profit before Tax

1,310.06

885.31

1,298.36

871.47

Tax Expenses

385.55

226.89

382.91

224.42

Profit attributable to the Owners of the Company

924.41

658.29

915.45

647.05

Other Comprehensive Income (OCI)

2.24

(15.63)

2.37

(15.63)

Total Comprehensive Income

926.65

642.66

917.82

631.42

Opening Balance in retained earnings

4,983.63

4,755.16

5,007.74

4,790.51

Profit available for appropriations

5,910.28

5,397.82

5,925.56

5,421.93

Appropriations:

Interim Dividend Paid

206.57

206.57

206.57

206.57

Final Dividend Recommended

112.67

112.65

112.67

112.65

Tax on Equity Dividend

64.99

64.97

64.99

64.97

Transfer to General Reserve

-

30.00

-

30.00

Closing Balance in retained earnings

5,526.05

4,983.63

5,541.33

5,007.74

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

- Consolidated income, comprising Revenue from Operations (Gross) and other income, for the year was Rs,14,329.58 crore, 13.31% higher as compared to Rs,12,646.20 crore in 2016.

- Total consolidated Revenue from operations (Gross) increased to Rs,14,200.72 crore from Rs,12,523.39 crore in 2016.

- Other Operating revenue for the year 2017 was Rs,354.18 crore representing an increase of 59.59 % over the previous year.

- Consolidated Profit before Tax for the year was Rs,1,310.06 crore as compared to Rs,885.31 crore in 2016.

- Consolidated Profit after Tax for the year was Rs,924.41 crore as compared to Rs,658.29 crore in 2016.

- No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

3. DIVIDEND

The Board of Directors of the Company has formulated a Dividend Distribution Policy in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"). The Policy is annexed to this Report as 'Annexure A' and is also placed on the Company's website at http://www.acclimited. com/sh/DDP.pdf

In line with the said Policy, the Board of Directors has recommended payment of final dividend at Rs,15/- per Equity Share of Rs,10 face value

aggregating to Rs,339.02 crore (including tax on dividend). The total dividend for the year, including interim dividend of '11/- per Equity Share paid in August 2017, adds up to Rs,26/-per Equity Share involving a total outflow of Rs,587.64 crore (including tax on dividend).

Unclaimed dividend pertaining to the 72nd final dividend for the year 2009 and the 73rd interim dividend for the year 2010 totaling to Rs,2.77 crore were transferred to the Investor Education and Protection Fund in accordance with statutory requirements.

4. TRANSFER TO RESERVES

As there is no statutory obligation for the Company to transfer a certain portion of its distributable profits for the year to General Reserves, the entire undistributed profits amounting to Rs,5,526.05 crore is proposed to be retained in the Statement of Profit and Loss.

5. SHARE CAPITAL

The Company's paid-up Equity Share Capital as on December 31, 2017 was '187.79 crore.

During the year, the Company has not issued shares with differential rights as to dividend, voting or otherwise nor has the Company issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. As on December 31, 2017, none of the Directors of the Company hold shares in the Company except Mr Shailesh Haribhakti who holds 3,100 Equity Shares of the Company.

No disclosure is required under Section 67(3)(c) of the Companies Act 2013, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable to the Company.

The Company has not issued any convertible security during the year.

6. FINANCIAL LIQUIDITY

Cash and cash equivalent as at December 31, 2017 was Rs,2,559.66 crore (Previous year Rs,1,809.63 crore).

The Company's working capital management is

- robust and involves a well-organized process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

7. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. CRISIL, the reputed Rating Agency, has re-affirmed the highest credit rating of CRISIL AAA/STABLE for the long term and CRISIL A1 for the short term financial instruments of the Company.

8. DEPOSITS

The Company has not accepted any deposits falling under the ambit of Section 73 of the Act and the Rules framed there under during the year under review.

Unclaimed and unpaid matured deposits for an amount of Rs,0.02 crore relating to the previous years have been transferred by the Company to the Investor Education and Protection Fund set up by the Government of India.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

25. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year 2017 are prepared in compliance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards specified under Section 133 of the Act. The audited consolidated financial statements together with the Auditors' Report thereon form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of each of the Subsidiaries, Associates and Joint Venture Companies in the prescribed Form AOC-1 is attached.

The Financial Statements of the Subsidiaries, Associates and Joint Venture Companies are available for inspection by the Members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Companies Act 2013. The Company shall provide free of cost, a copy of the financial statements of its subsidiary companies to the Members upon request. The statements of the subsidiaries companies are also available on the website of the Company at www.acclimited.com under the 'Investors' section.

26. DIRECTORS & KEY MANAGERIAL PERSONNEL

26.1 Change in Directorate

During the year, the Company received a request from Holderind Investments Limited, one of the Promoter Group companies for the appointment of Mr Jan Jenisch, CEO LafargeHolcim Limited as Director of the Company. Pursuant thereto the Board of Directors on the recommendation of the Nomination and Remuneration Committee, has appointed Mr Jan Jenisch, as an Additional Director of the Company with effect from October 17, 2017 in the capacity of a Non Executive Non Independent Director to hold office up to the date of the next Annual General Meeting.

The Company has received a notice under Section 160 of the Companies Act, 2013 from a member proposing the candidature of Mr Jan Jenisch as a Director of the Company. Approval of the members for appointing Mr Jenisch as a Director in the capacity of Non Executive Non Independent Director has been sought in the Notice convening the Annual General Meeting of the Company. The Directors recommend the Resolution set out at Item No. 5 of the Notice for approval by the members.

The Board of Directors has also elected Mr Jan Jenisch, CEO of LafargeHolcim Limited, as Deputy Chairman of the Board with effect from October 17, 2017.

Mr Eric Olsen, Non Executive and Non Independent Director tendered his resignation from the Board of Directors of the Company, consequent upon his resignation as the CEO of LafargeHolcim Limited.

The Board of Directors has placed on record its appreciation for the contribution made by Mr Eric Olsen during his tenure as Director of the Company.

26.2 Director liable to retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr Vijay Kumar Sharma being longest in office retires by rotation and being eligible offers his candidature for reappointment as Director.

26.3 Independent Directors

The Independent Directors hold office for a fixed period of five years from the date of their appointment at the Extra-ordinary General Meeting of the members held on September 10, 2014 and are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.

26.4 Board Effectiveness

a. Familiarization Programme for the Independent Directors

Long before it was mandated by the law, the Company had developed a process to familiarize the newly appointed Directors with respect to the roles and responsibilities outlined under the Companies Act, 2013 and other related Regulations. This process has been made more robust and it, inter alia includes providing an overview of the Cement Industry, the Company's business model, risks and opportunities and other necessary information.

Details of the Familiarization Programme are explained in the Corporate Governance Report and are also available on the Company's website at http://www.acclimited.com/sh/FPID.pdf

b. Board Evaluation

The Board has carried an annual self performance evaluation, the evaluation of Directors individually as well as the working of its Audit, Nomination & Remuneration and Compliance Committees as mandated under the Companies Act, 2013 and SEBI Listing Regulations. The criteria applied in the evaluation process are explained in the Corporate Governance Report.

27. MEETINGS

27.1 Board of Directors

During the year seven Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

27.2 Audit Committee

The Audit Committee comprises of five members. The Chairman of the Committee is an Independent Director. The Committee met six times during the year. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such Meetings are given in the Corporate Governance Report.

27.3 CSR Committee

The CSR Committee comprises of four members, of which three are Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met twice during the reporting period. Details of the role and functioning of the Committee are given in the Corporate Governance Report.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has developed a Related Party Transactions Manual and Standard Operating Procedures for the purpose of identification and monitoring of Related Party transactions.

All transactions with Related Parties are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for approval on a quarterly basis. The statement is supported by a certificate from the MD&CEO and the CFO.

The Policy on Related Party Transactions as approved by the Board of Directors has been placed on the Company's website at: http://www. acclimited.com/sh/RPT.pdf All transactions entered into with related parties during the year were on "arm's length" basis and were in the "ordinary course of business". There were no material related party transactions entered into during the year as per the Policy on Related Party Transactions approved by the Board. Accordingly, there were no transactions that were required to be reported in Form AOC 2.

None of the Directors or the Key Managerial Personnel have any pecuniary relationships or transactions vis-a-vis the Company.

29. RENEWAL OF AGREEMENT FOR PAYMENT OF TECHNOLOGY & KNOWHOW FEES TO HOLCIM TECHNOLOGY LTD

Members of the Company had given their consent through a postal ballot conducted in the year 2013 for entering into a Technology & Knowhow Agreement with Holcim Technology Ltd., a LafargeHolcim Group Company, for a period of five years with effect from January 1, 2013. The Technology and Knowhow fees payable for an agreed list of technical and managerial services, use of intellectual property and end-to-end solutions was initially approved @ 1 % of the net sales of the Company for each financial year for the first two years which was thereafter retained for the remaining period of three financial years until December 31, 2017.

It is proposed to renew the Technology & Knowhow Agreement for a further period of three years effective from January 1, 2018 on the same terms and conditions except that the proposed fees shall be @1% of the net sales of the Company for each financial year or at such rate as may be determined by the Competent Authorities of India and Switzerland under the Bilateral Advance Pricing Agreement (BAPA). Applications have been filed by the Company under BAPA to confirm the arm's length rate for payment under the TKH Agreement, which applications are still pending with the concerned authorities.

Members attention is drawn to the Resolution proposing the approval for the renewal of Technology and Knowhow Agreement as aforesaid. As the transactions proposed under the aforesaid arrangement would be related party transaction, all related parties shall abstain from voting on the resolution. The Directors recommend the resolution set out in Item No. 7 of the Notice convening the Annual General Meeting.

30. MASTER SUPPLY AGREEMENT WITH AMBUJA CEMENTS LIMITED

Members of the Company have through the process of a Postal Ballot passed an Ordinary Resolution granting their approval on April 16, 2018 for the Company to enter into a Master Supply Agreement (MSA) with Ambuja Cements Limited, the holding Company for sale and purchase of material and services on a reciprocal basis for maximizing synergies between the two companies and unlock value for the shareholders of both the Companies.

The Board of Directors on April 18, 2018, have determined that the MSA shall be valid for a period of three years from the date of its execution, with either party continuing to enjoy the right to unilaterally terminate the same during the above period by serving three months prior notice.

31. TRANSFER OF EQUITY SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND

In line with the statutory requirements, the Company has transferred to the credit of the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend had remained unpaid/ unclaimed for a period of seven consecutive years within the time lines laid down by the MCA.

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

Complaint filed under Sections 3 and 4 of the Competition Act by the Builders Association of India against cement manufacturers - Appeal before the National Company Law Appellate Tribunal (NCLAT)

In the matter relating to the complaint filed by the Builders' Association of India for alleged violation of the provisions of Sections 3 and 4 of the Competition Act, CCI had passed an Order on June 12, 2012 imposing a penalty of 0.5 times of the profit of the Company for the year 2009 (calculated pro-rata from May 20, 2009) and for the full year 2010. For the Company the penalty amounts to Rs,1147.59 crore. Thereafter, in an Appeal preferred by the Cement Manufacturers before the Competition Appellate Tribunal (COMPAT) against the Order of CCI, COMPAT remanded the matter back to CCI for a fresh hearing and adjudication. CCI on rehearing the arguments, by its Order dated August 31, 2016, once again held the cement companies and the Cement Manufacturers' Association (CMA) guilty of violation of the Sections 3(1) read with 3(3)(a) and 3(3)(b) of the Competition Act and imposed the same penalty.

The honorable National Company Law Appellate Tribunal (NCLAT), before who the matter was pending, has completed hearing the arguments of all the appellant cement manufacturers as well as the respondent CCI and its decision has been reserved.

As at December 31, 2017, the penalty amount of Rs, 1147.59 crore and interest thereon has been disclosed as a contingent liability in the Notes to Accounts.(Refer Note - 43(A)(b)).

CCI's Order on Complaint filed by Director, Supplies & Disposals, State of Haryana in 2013

The Director, Supplies & Disposals, State of Haryana had filed a complaint before CCI alleging collusion and bid rigging by cement manufacturers in violation of Section 3(1) and 3(3)(d) of the Competition Act. In January 2017, the Competition Commission of India (CCI) passed an Order against seven cement manufacturers including the Company imposing a penalty calculated at the rate of 0.3% of the average turnover of the last three years viz. 2012-13, 2013-14 and 2014-15. In respect of the Company the amount of penalty works out to Rs,35.32 crore.

An appeal is pending before NCLAT in the said matter against the Orders of the Competition Commission of India.

As at December 31, 2017, the penalty amount of Rs,35.32 crore is disclosed as a contingent liability in the Notes to Accounts.(Refer Note 43(A)(c)).

33. AUDITORS

33.1 Statutory Auditor

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number 117366W/W-100018) were appointed as the Statutory Auditor of the Company at the 81st Annual General Meeting held on March 29, 2017 and were assigned to hold office from the conclusion of the said Meeting till the conclusion of the 86th Annual General Meeting to be held in 2022. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of the Auditors is required to be ratified by the Members of the Company at every intervening Annual General Meeting held after the 81st Annual General Meeting. The Statutory Auditors have confirmed their eligibility for appointment as also there independent status.

Members' attention is drawn to the Resolution proposing the ratification of the appointment of Deloitte Haskins & Sells LLP as Statutory Auditors of the Company which is included at Item No. 4 of the Notice convening the Annual General Meeting. The Directors recommend the resolution for approval by the members.

33.2 Cost Auditor

M/s D C Dave & Co., Cost Accountants (Firm Registration No 30611), have been appointed as Cost Auditor of the Company for the year 2018 under Section 148 of the Companies Act 2013 read with The Companies (Cost Records and Audit) Amendment Rules 2014.

M/s D C Dave & Co have confirmed that they are free from any disqualifications as specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Companies Act 2013. They have further confirmed their independent status and that they have an arm's length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, Resolution seeking Members' ratification for the remuneration payable to M/s D C Dave & Co, Cost Auditor is included at item No. 6 of the notice convening the Annual General Meeting. The Directors recommend the resolution for approval by the members.

33.3 Secretarial Auditor

M/s Pramod S Shah & Associates, a firm of Company Secretaries in Practice, have been appointed to undertake the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Auditor is annexed to the Board's Report as Annexure 'E'.

34. AWARDS

During the year under review, your Company received numerous awards and felicitations conferred by reputable organizations and distinguished bodies for achievements in diverse fields such as Health & Safety, Manufacturing, Environment Management and others.

CSR & Societal Initiatives

ISC-FICCI first-ever Sanitation award for "Best Corporate Initiative in Sanitation" has been conferred by India Sanitation Coalition (ISC) and the Federation of Indian Chambers of Commerce & Industry for ACC's dedicated efforts to meet the country's Sanitation objectives.

Wadi Limestone Mines was conferred the National Mineral Development Corporation (NMDC) Social Awareness Award 2016-17 by the Federation of Indian Mineral Industries (FIMI) for significant contribution in socio-economic development of communities.

Vidyasaarathi, a CSR initiative on education, was awarded the 1st runner-up prize at the 4th National Human Resources Development Network - Birla Institute of Management Technology (NHRDN-BIMTECH) Corporate Social Responsibility Summit.

Alliance for Immunization and Health (AIH) recognized ACC's CSR Arogyam Project initiatives, at the State Level Meet held in January 2017.

ACC was conferred the prestigious '2 Good' rating by media house The Economic Times and global consultancy firm KPMG for its Corporate Social Responsibility (CSR) initiatives.

Business and Financial Reporting Excellence

ACC was conferred with the "Demand Planning and Forecasting Award 2017" in the category 'Best Use of Analytics in Demand planning and Forecasting' - Manufacturing Sector - organized by the Institute of Supply Chain Management.

ACC's Annual Report for 2016 was awarded the 'Certificate of Merit' in the 'Manufacturing Sector' category by the South Asian Federation of Accountants.

Environment & Sustainability

ACC received a memento from the Chief Minister of Chhattisgarh for the Company's innovative solution for municipal waste management as demonstrated by Company's Clean and Green CSR project at Madukkarai that is currently being replicated at Jamul.

ACC Gagal was awarded the Sustainability

4.0 Award by Frost & Sullivan & TERI, in the 'Challengers' category for Large Business.

ACC Chanda won the Golden Peacock Environment Management Award during the Institute of Directors (IOD) 19th World Congress on Environmental Management at Hyderabad.

ACC Sindri Cement Works won the Industry Champions for Sustainable Development Goals (SDGs) Awards, the first Jharkhand Corporate Social Responsibility Award.

Manufacturing

We are pleased to state that our plants, Gagal - II and Gagal - I were ranked first and Second respectively in the LafargeHolcim Group for the year 2017 in terms of the Cement Industrial Performance Report. The Lakheri Unit bagged the 14th rank based on the same criteria.

ACC Jamul won the National Award for Manufacturing Competitiveness in the Silver category from the International Research Institute for Manufacturing.

ACC Jamul has bagged the 18th National Award for Excellence in Energy Management 2017 conferred by the Confederation of Indian Industries.

A '5 Star Rating' by the Ministry of Mines, Government of India was awarded to Kymore Limestone Mines.

Logistics

Awards for "Industry Excellence in Supply Chain-Manufacturing" and "Warehouse Innovation/ Initiative of the Year" were won at the 11th Express Logistics and Supply Chain Leadership Awards 2017.

Communication

ACC won the Silver Prize in the Environmental Communication category for its Sustainable Development Report 2016 and the Bronze Prize in the Social Responsibility Communication category for Community Counts at the 57th ABCI Annual Awards.

35. ENHANCING SHAREHOLDERS VALUE

Your Company has always remained committed towards creating and enhancing shareholders' value as also the Company's long-term sustainability, through robust management processes and improved business performance. Accordingly, your Company is firmly focused in achieving high levels of operating performance, cost competitiveness, enhancing the productive asset and resource base and striving for excellence in all areas of operations. Supported by an in-depth understanding of customer values coupled with sound business acumen, your Company has constantly endeavored to identify and address the areas of concern within its value delivery process, thereby also ensuring enhanced product quality and a premium position in the market. Innovation in our products and services as well as the way in which we execute growth opportunities, have also contributed in the process of value augmentation.

Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the economic, societal and environmental dimensions of the Triple Bottom Line.

36. CORPORATE GOVERNANCE

The Annual Report contains a separate section on the Company's corporate governance practices, together with a certificate from the Company's Auditors confirming compliance, as per SEBI Listing Regulations.

38. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is provided in Annexure 'F' to the Directors' Report.

39. PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed there under, is enclosed as Annexure 'G' to the Board's Report.

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

40. EXTRACT OF ANNUAL RETURN

Details forming part of the extract of the Annual Return in Form MGT 9 is enclosed as Annexure 'H'.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board and its Committees which have mandatory application during the year under review

42. DIRECTORS'RESPONSIBILITYSTATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended December 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on December 31, 2017, and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis;

e) that proper internal financial controls laid down by the Directors were followed by the Company, and such internal financial controls are adequate and were operating effectively; and

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

43. ACKNOWLEDGEMENTS

The Directors gratefully acknowledge the support received by the Company from the Central and State Government Ministries and Departments, shareholders, customers, business associates, bankers, employees, trade unions and all other stakeholders.

For and on behalf of the Board of Directors

N S Sekhsaria

Chairman

Mumbai

April 18, 2018