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CMYK

Mr. G. D. Birla and Mr. Aditya Birla, our founding fathers.


We live by their values.
Integrity, Commitment, Passion, Seamlessness and Speed
U l t r a Te c h C e m e n t L i m i t e d

Board of Directors Executives


Kumar Mangalam Birla R. K. Shah Group Executive President &
Chairman CMO (Mfg. & Projects)

Mrs. Rajashree Birla S. N. Jajoo Chief Marketing Officer

C. B. Tiwari Chief People Officer


R. C. Bhargava

G. M. Dave
Unit Heads
N. J. Jhaveri
K. Y. P. Kulkarni Kovaya & Jafrabad (Gujarat)

S. B. Mathur S. Kumar Hirmi (Chhattisgarh)

V. T. Moorthy A. K. Pillai Tadipatri (Andhra Pradesh)

S. Rajgopal Birendra Singh Awarpur (Maharashtra)

D. D. Rathi
Corporate Finance Division
O. P. Puranmalka J. Bajaj Executive President (Finance)
Whole-time Director
M. B. Agarwal Joint President (F&C)

Chief Financial Officer Auditors


K. C. Birla Deloitte Haskins & Sells, Chartered Accountants, Mumbai
G. P. Kapadia & Co., Chartered Accountants, Mumbai

Company Secretary Solicitors


S. K. Chatterjee Amarchand & Mangaldas & Suresh A. Shroff & Co.,
Advocates & Solicitors, Mumbai
Contents

The Chairman’s Letter to Shareholders ................. 3

Notice ................................................................ 7

Financial Highlights ............................................ 17

Management Discussion and Analysis .................. 19

Report on Corporate Governance ....................... 26

Shareholder Information ...................................... 38

Sustainability Report / Inclusive Growth ................ 48

Environment Report ............................................. 52

Directors’ Report to the Shareholders ................... 54

Auditors’ Report .................................................. 66

Balance Sheet .................................................... 72

Profit and Loss Account ....................................... 73

Cash Flow Statement .......................................... 74

Schedules ........................................................... 75

Statement Relating to Subsidiary Companies ........ 104

Consolidated Financial Statements ....................... 105

Subsidiary Companies Reports and Accounts........ 126

REGISTERED OFFICE: ‘B’ Wing, Ahura Centre, 2nd Floor, Mahakali Caves Road, Andheri (East), Mumbai 400 093
Tel. : (022) 6691 7800 Fax : (022) 6692 8109. Website : www.ultratechcement.com/www.adityabirla.com

REGISTRAR & TRANSFER AGENT: Sharepro Services (India) Private Limited, 13AB, Samhita Warehousing Complex,
2nd Floor, Sakinaka Telephone Exchange Lane, Off. Andheri Kurla Road, Sakinaka, Andheri (East), Mumbai 400 072
Tel. : (022) 6772 0300 / 6772 0400 Fax : (022) 2859 1568 / 2850 8927
The Chairman’s letter to Shareholders

Dear Shareholder,

The global economy is gradually emerging from


the throes of the meltdown of 2008.
While growth rates have picked up, it will still
be a while to get back to the pre-crisis path.
However, the fundamentals of the global
economy appear to be reasonably good.
The IMF has forecasted a growth of 2.3% for
the advanced countries and 6.3% for the
emerging economies for 2010. Of all the
countries, China’s growth has been most
impressive. Its economy has recorded a
double-digit growth for several quarters. And it
continues to surge.

India also is on a strong growth trajectory. Our


economy is slated to grow in excess of 8%.
Consumer spending is gaining momentum.
Private investment is picking up steam. Globally
and in India, the trend is encouraging. These
impact your Company ’s growth and
performance.

For the Financial Year 2009-10, your Company’s


performance has been robust. Net Revenue at
US$ 1.57 billion (Rs. 7,050 crores), is up by
10% over that of the preceding year. Net Profit
at US$ 243 million (Rs. 1,093 crores) registered
a growth of 12%.

A number of strategic initiatives have been taken


by your Management in the interest of its multiple
stakeholders. As these have been detailed in
the ‘Directors’ Report to the Shareholders’, I will
give you a helicopter view.

3
Consolidation and Amalgamation
To morph your Company into a monolithic large cement player, the business needed to be
consolidated. The process is on track. In the first phase, Grasim’s cement business has been
demerged into a separate entity viz. Samruddhi. In the second phase, Samruddhi will be merged
into your Company. We expect the merger to be
“Our growth plans in completed by July, 2010. This will catapult your
Company to the No. 1 cement company in India with
Cement are aggressive. an aggregate capacity of 49 million tons – an
achievement that is truly laudable. As always, your
The sector offers enormous
Company will continue to leverage upon the rich
potential for us. ....... parentage of Grasim, its holding entity.
On a High Growth Terrain
Given the Government’s
Our growth plans in Cement are aggressive. The sector
unrelenting thrust on offers enormous potential for us. The Government’s
accelerated spending on infrastructure and the overall
infrastructure and the
appetite for housing will continue to spike cement
booming housing sector, demand. It might interest you to learn that the Planning
Commission, in the mid-term appraisal of the 11th Plan,
the cement business can has envisaged an expenditure of over Rs. 20 trillion
on infrastructure. This will be spent during the
only go forward” 11th Plan period.
As the market leader, your Company will be in the forefront. We plan to add 25 million tons of
capacity by 2015 at a capex of US$ 3 billion. Our blueprint for implementing various projects is
ready.
Besides a leadership position in India, we aspire to have a formidable presence in the Indian
Ocean rim. As a step in this direction, your Company is acquiring ETA Star Cement Company,
Dubai, together with its operations in the UAE, Bahrain and Bangladesh. The acquisition
is expected to be completed shortly. It will, I believe, be a springboard for cement business
in the Middle East. It is also in line with our long-term strategy of expanding our global
presence.
Outlook
Having said that, significant capacity additions during the current year and the ensuing year may
lead to a surplus scenario over the next 18-24 months. In return, this may impact cement prices to

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“Our leadership across an extent. I believe, this is a short-lived phenomenon.
Given the Government ’s unrelenting thrust on
several levels is infrastructure and the booming housing sector, the
cement business can only go forward. The outlook for
fleet of foot, your Company is positive.
flexible enough To our teams

to adapt to the ever I very warmly want to thank all of our colleagues in
UltraTech for their immense contribution to your
changing environment, Company’s praiseworthy performance. I look forward
to their continued commitment to your Company’s
and ambitious enough reaching greater heights and enhancing shareholder
to dream audaciously” value.

The Aditya Birla Group in perspective


Today, we are a multicultural, multinational, multidimensional Group anchored by over 1,30,000
employees, belonging to 30 nationalities, across 6 continents. Our Group turnover is a little over
US$ 29 billion. Our leadership across several levels is fleet of foot, flexible enough to adapt to the
ever changing environment, and ambitious enough to dream audaciously.
Our goal is to become a US$ 65 billion Group by 2015 from US$ 30 billion today. We expect
your Company to contribute significantly to this growth and earnings.
To attain this bold and ambitious vision, we have launched a series of people centered strategies.
I believe, the best of goals can only fruition if we have the best of people and harness people
potential, irrespective of positions.
As the Group continues to expand globally, exploring and seizing opportunities, we have accelerated
the pace of offerings to our intellectual capital. Our endeavour is to provide them with unparalleled
opportunities, dynamic challenges, a rewarding professional career and a sense of fulfillment on
the personal front. This is a priority area. To take this forward, we launched our employee value
proposition. Simply put, it is “a world of opportunities”. It entails the reinforcement of a four
pronged approach.
Firstly, offering exciting career prospects that give employees a leeway to chart their own growth
trajectory.
Secondly, intensifying learning processes that hone existing skills. Transcending it, we have taken
the learning to a higher stage where talented employees are able to convert knowledge into action
through exposure to the best global minds. For example, this year at Gyanodaya, our benchmarkable
Institute of Management Learning, more than 500 colleagues at senior levels participated in

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“I am delighted to share specially designed, intellectually stimulating, innovative
focused programmes. These related to globalization,
with you that in a leadership, innovation and getting far beyond the mind
of the customer. These were conducted in collaboration
comprehensive global study with the best in class faculty from International Business
Schools and consulting organizations. Among these
of organizational leadership
feature, The Ross School of Business, The Duke University,
across the world, UCLA (all from USA), ISB (Hyderabad), The Hay Group
and Mercer Consulting.
our Group, was adjudged
It might interest you to learn that this year as well over a
“The 6th great place 1,000 executives enlisted for different learning sessions.
Gyanodaya’s virtual campuses reached out to more
for leaders in the than 13,500 learners through its e-learning courses
and webinars.
Asia Pacific Region”
Thirdly, as part of our concerted efforts towards a sharp organizational focus and alignment in the
talent management processes, across the businesses, we put in place critical differentiators. Besides
linking rewards to performance, special performance incentives, international assignments, and
Group-wide recognition programmes have been set in motion.
Fourthly, promoting enriched living by encouraging talent to look beyond just professional
enhancement and to work toward building a wholesome, balanced life.
I believe, our Employee Value Proposition also helps to create an enabling environment that sets
people up for success, enthuses in them the drive to excel, achieve and push back the frontiers of
excellence.
Finally, I am delighted to share with you that in a comprehensive global study of organizational
leadership across the world, conducted by The Hewitt Associates, in partnership with The RBL
Group and Fortune Magazine (2009) on “Top Companies for Leaders to engage in”, our Group,
was adjudged “The 6th great place for leaders in the Asia Pacific Region”. That of 177 companies
who participated in this study, we should have been chosen is indeed a great achievement. Their
critical assessment criteria included strength and depth of leadership practices, culture, examples
of developing world class leaders, business performance and company reputation. On all counts,
we are on course.
Yours sincerely,

Kumar Mangalam Birla

6
Notice

NOTICE is hereby given that the Tenth Annual Meeting until the conclusion of the next
General Meeting of UltraTech Cement Limited Annual General Meeting at such
will be held at Ravindra Natya Mandir, remuneration to each of them, plus service
P. L. Deshpande Maharashtra Kala Academy, tax as applicable and reimbursement of
Near Siddhivinayak Temple, Sayani Road, out-of-pocket expenses in connection with
Prabhadevi, Mumbai – 400 025 on Thursday, the audit as the Board of Directors may fix
29th July, 2010 at 3:30 p.m. to transact, with or in this behalf.”
without modification(s), as may be permissible,
SPECIAL BUSINESS:
the following business:
7. To consider and if thought fit, to pass, the
ORDINARY BUSINESS:
following resolution as an Ordinary
1. To receive, consider and adopt the Audited Resolution:
Balance Sheet as at 31st March, 2010 and
“RESOLVED THAT pursuant to the provisions
the Profit & Loss Account for the year ended
of Section 228 and other applicable
31st March, 2010 and the Report of the
provisions, if any, of the Companies Act,
Directors’ and Auditors’ thereon.
1956 (the “Act”) M/s. Haribhakti & Co.,
2. To declare dividend on equity shares for the Chartered Accountants, Mumbai, be and are
year ended 31st March, 2010. hereby re-appointed Branch Auditors of the
Company, to audit the Accounts in respect
3. To appoint a Director in place of
of the Company’s Units at Jafrabad and
Mr. N. J. Jhaveri, who retires by rotation
Magdalla in Gujarat and Ratnagiri in
and, being eligible, offers himself for
Maharashtra, to hold office from the
re-appointment.
conclusion of the Tenth Annual General
4. To appoint a Director in place of Meeting until the conclusion of the next
Mrs. Rajashree Birla, who retires by rotation Annual General Meeting of the Company
and, being eligible, offers herself for at such remuneration, plus service tax as
re-appointment. applicable and reimbursement of
out-of-pocket expenses in connection with
5. To appoint a Director in place of the audit as the Board of Directors may fix
Mr. V. T. Moorthy, who retires by rotation in this behalf.
and, being eligible, offers himself for
re-appointment. RESOLVED FURTHER THAT the Board be
and is hereby authorised to appoint Branch
6. To consider and if thought fit, to pass, the Auditors of any other Branch / Unit / Division
following resolution as an Ordinary of the Company, which may be opened /
Resolution: acquired / installed hereafter, in India or
“RESOLVED THAT pursuant to the provisions abroad, in consultation with the Company’s
of Section 224 and other applicable Statutory Auditors, any person(s) qualified
provisions, if any, of the Companies Act, to act as Branch Auditor within the provisions
1956, M/s. Deloitte Haskins & Sells, of Section 228 of the Act and to fix their
Chartered Accountants, Mumbai remuneration.”
(Registration No: 117366W) and M/s. G. P. 8. To consider and if thought fit, to pass, the
Kapadia & Co., Chartered Accountants, following resolution as an Ordinary
Mumbai (Registration No: 104768W) be and Resolution:
are hereby re-appointed Joint Statutory
Auditors of the Company, to hold office from “RESOLVED THAT pursuant to the provisions
the conclusion of the Tenth Annual General of Sections 198, 269, 309, 310, Schedule

7
XIII and all other applicable provisions, if Perquisites:
any, of the Companies Act, 1956, (the “Act”) a) Housing: The Company shall provide
including any statutory modification(s) or free furnished accommodation and also
re-enactment(s) thereof, for the time being pay all rents, rates, taxes, electricity, fuel
in force, and all other applicable guidelines charges, water charges, telephone bills
relating to managerial remuneration issued and all other expenses for the upkeep
by the Central Government from time to and maintenance thereof and the
time or any other law and subject to such expenditure incurred thereon by the
approvals as may be necessary and as are Company shall be valued as per the
agreed to by the Board of Directors Income Tax Rules.
(hereinafter referred to as the ‘‘Board’’, which
term shall be deemed to include any b) Leave Travel Expenses: For self and
Committee thereof and any person, family (which shall include spouse,
authorised by the Board in this behalf), dependant children and parents) in
consent of the Members be and is hereby accordance with the Rules of the
accorded to the re-appointment of Company.
Mr. S. Misra as Managing Director of the c) Medical Expenses: Reimbursement of
Company from 16 th October, 2009 to medical expenses (including insurance
31st March, 2010, the terms and conditions premium for medical and hospitalisation
thereof and the revision in remuneration policy, if any) for self and family, which
payable to Mr. Misra with effect from shall include spouse, children and
1st July, 2009 as set out below: dependant parents, at actuals.
d) Club Fees: Fees for two clubs (entrance
Remuneration: fee for one club only and reimbursement
of monthly fees at actuals for two clubs).
i. Basic Salary: Rs.14,00,000/- (Rupees
fourteen lacs only) per month with such e) Leave and encashment of leave: As per
increment(s) as the Board may decide the Rules of the Company.
from time to time, subject however to a f) Personal Accident Insurance: As per the
ceiling of Rs. 15,00,000/- (Rupees fifteen Rules of the Company.
lacs only) per month.
g) Contribution to Provident Fund,
ii. Special Allowance: Rs. 17,42,000/- Superannuation or Annuity Fund: As per
(Rupees seventeen lacs forty two the Rules of the Company.
thousand only) per month with such h) Gratuity and/or contribution to Gratuity
increment(s) as the Board may decide Fund of the Company: As per the Rules
from time to time, subject however, to a of the Company.
ceiling of Rs. 18,00,000/- (Rupees
i) Cars: Company maintained two cars,
eighteen lacs only) per month.
as per the Rules of the Company.
iii. Variable Pay: Performance Linked j) Reimbursement of entertainment,
Variable Pay and /or Long Term Incentive travelling and all other expenses incurred
Compensation (LTIC) and/or any other for the business of the Company as per
compensation as may be decided by the the Rules of the Company. Travelling
Board from time to time up to the end expenses of spouse accompanying the
of his tenure, subject to a maximum of Managing Director on any official
Rs.2,00,00,000/- (Rupees two crores overseas or inland trip will be governed
only) per annum on this account. as per the Rules of the Company.

8
k) Other Allowances/benefits/perquisites: 9. To consider and if thought fit, to pass, the
Any other allowances, benefits and following resolution as an Ordinary
perquisites as per the Rules applicable Resolution:
to Senior Executives of the Company
and/or which may become applicable “RESOLVED THAT pursuant to the provisions
in the future and/or any other allowance, of Section 260 and other applicable
benefits, perquisites as the Board may provisions, if any, of the Companies Act,
from time to time decide. 1956 (the “Act”) Mr. O. P. Puranmalka, who
was appointed as an Additional Director by
l) Any retiral linked allowances and benefits the Board of Directors of the Company and
that the Board may decide and authorise who holds office as such only up to the date
at the time of retirement. of this Annual General Meeting and in
The aggregate of the remuneration and respect of whom the Company has received
perquisites as aforesaid in any financial a notice in writing along with a deposit of
year shall not exceed the limits prescribed Rs. 500/- pursuant to the provisions of
from time to time under Sections 198, 309, Section 257 of the Act from a Member
310, Schedule XIII and all other applicable signifying his intention to propose
provisions of the Act including any statutory Mr. Puranmalka as a candidate for the
modification(s) or re-enactment(s) thereof for office of Director of the Company, be and
the time being in force, or otherwise as may is hereby appointed as a Director of the
be permissible at law. Company.”
For the purposes of Gratuity, Provident Fund, 10. To consider and if thought fit, to pass, the
Superannuation and other like benefits, if following resolution as an Ordinary
any, the service of Mr. Misra, Managing Resolution:
Director will be considered as continuous
service with the Company from the date of “RESOLVED THAT pursuant to the provisions
his joining the Aditya Birla Group. In respect of Sections 198, 269, 309, Schedule XIII
of options granted to Mr. Misra, the same and all other applicable provisions, if any,
will be governed as per the provisions of of the Companies Act, 1956 (the “Act”)
the Company’s Employees Stock Option including any statutory modification(s) or
Scheme – 2006. re-enactment(s) thereof, for the time being
RESOLVED FURTHER THAT the Board be in force and all other applicable guidelines
and is hereby authorised to revise the relating to managerial remuneration issued
remuneration and perquisites payable to by the Central Government from time to
Mr. Misra from time to time. time or any other law and subject to such
other approvals, as may be necessary, and
RESOLVED FURTHER THAT where in any as are agreed to by the Board of Directors
financial year, the Company has no profits (hereinafter referred to as the ‘‘Board’’, which
or its profits are inadequate, the foregoing term shall be deemed to include any
amount of remuneration and perquisites shall Committee thereof and any person,
be paid to Mr. Misra subject to the applicable authorised by the Board in this behalf),
provisions of Schedule XIII of the Act. consent of the Members be and is hereby
RESOLVED FURTHER THAT the Board be accorded to the appointment of
and is hereby authorised to do all such acts, Mr. O. P. Puranmalka as Whole-time Director
deeds, matters and things as may be deemed of the Company for the period and upon
necessary to give effect to the above the following terms and conditions including
resolution.” remuneration with further liberty to the Board

9
from time to time to alter the said terms and in lieu of Company provided
conditions of appointment and remuneration accommodation.
of Mr. Puranmalka:
ii. Reimbursement of expenses at
A. Period: actuals pertaining to electricity, gas,
5 years with effect from 1st April, 2010 water, telephone and other
with the liberty to either party to terminate reasonable expenses for the upkeep
the appointment on three months notice and maintenance in respect of such
in writing to the other. accommodation.
B. Remuneration: iii. Medical Expenses: Reimbursement of
i. Basic Salary: Rs. 9,41,900/- (Rupees all expenses incurred in India for self
nine lacs forty one thousand nine and family at actuals (including
hundred only) per month with such domiciliary and medical expenses
increment(s) as the Board may and insurance premium for medical
decide from time to time, subject and hospitalisation policy, as
however to a ceiling of applicable).
Rs. 14,00,000/- (Rupees fourteen iv. Leave Travel Expenses: For self and
lacs only) per month. family in accordance with the Rules
ii. Special Allowance: Rs. 7,50,000/- of the Company.
(Rupees seven lacs fifty thousand v. Club Fees: Fees of one Corporate
only) per month with such Club in India (including admission
increment(s) as the Board may and membership fee).
decide from time to time, subject
however, to a ceiling of vi. Personal Accident Insurance
Rs. 16,00,000/- (Rupees sixteen lacs Premium: For self and family as per
only) per month. This allowance the Rules of the Company.
however will not be taken into
vii. (a) Company’s contribution towards
account for calculation of retiral
Provident Fund and
benefits such as Provident Fund,
Superannuation Fund, on Basic
Gratuity, Superannuation and Leave
Salary as per the Rules of the
Encashment.
Company.
iii. Variable Pay: Performance Bonus
Linked to the achievement of targets (b) Gratuity calculated on Basic
as may be decided by the Board Salary as per the Rules of the
subject to a maximum of Company.
Rs. 2,25,00,000/- (Rupees two crores viii. Car: Company maintained two cars,
twenty five lacs only) per annum. as per the Rules of the Company.
iv. Long-Term Incentive Compensation
ix. Leave and encashment of leave: As
(LTIC)/ Employee Stock Option as
per the Rules of the Company.
per the Plan applicable to the Senior
Executives of the Company. x. Reimbursement of entertainment,
C. Perquisites: travelling and all other expenses
incurred for the business of the
i. Housing: Free furnished Company as per the Rules of the
accommodation or House Rent Company. Travelling expenses of
Allowance @ 50% of Basic Salary spouse accompanying the

10
Whole-time Director on any official shall not be paid any fees for attending
overseas or inland trip will be the meetings of the Board or any
governed as per the Rules of the Committee(s) thereof.
Company.
RESOLVED FURTHER THAT the Board
xi. Other Allowances / benefits / be and is hereby authorised to revise
perquisites: Any other allowances, the remuneration and perquisites
benefits and perquisites as per the payable to Mr. Puranmalka from time to
Rules applicable to Senior Executives time. The next revision in salary will be
of the Company and/or which may effective from 1st July, 2010.
become applicable in the future and/
or any other allowance, benefits, RESOLVED FURTHER THAT where in any
perquisites as the Board may decide financial year, the Company has no
from time to time. profits or its profits are inadequate, the
foregoing amount of remuneration and
xii. Any other one time/periodic benefits shall be paid to Mr. Puranmalka
retirement allowances/benefits as subject to the applicable provisions of
may be decided by the Board at the Schedule XIII of the Act.
time of retirement.
RESOLVED FURTHER THAT the Board
Subject as aforesaid, the Whole-time be and is hereby authorised to do all
Director shall be governed by such other such acts, deeds, matters and things as
Rules as are applicable to Senior may be deemed necessary to give effect
Executives of the Company from time to to the above resolution.”
time.
11. To consider and if thought fit, to pass,
The aggregate of the remuneration and the following resolution as a Special
perquisites as aforesaid in any financial Resolution:
year shall not exceed the limits prescribed
from time to time under Sections 198, “RESOLVED THAT pursuant to the provisions
309, Schedule XIII and all other of Sections 198, 309 and other applicable
applicable provisions of the Act including provisions, if any of the Companies Act,
any statutory modification(s) or 1956 (the “Act”), including any statutory
re-enactment(s) thereof for the time being modification(s) or re-enactment(s) thereof, for
be in force, or otherwise as may be the time being in force, consent of the
permissible at law. Members be and is hereby accorded to the
payment of, in addition to the sitting fees
For the purposes of Gratuity, Provident paid for attending the meetings of the Board
Fund, Superannuation and other of Directors (the ‘‘Board’’) or Committee(s)
like benefits, if any, the service of thereof and reimbursement of expenses, in
Mr. O. P. Puranmalka, Whole-time accordance with the relevant provisions of
Director will be considered as continuous the Articles of Association of the Company,
service with the Company from the date commission to the Non-Executive Directors
of his joining the Aditya Birla Group. of the Company, for a period of 5 years
Mr. Puranmalka shall not be subject to commencing from the financial year ended
retirement by rotation during his tenure 31st March, 2010 at a rate not exceeding
as the Whole-time Director of the 1% (one percent) per annum of the net profits
Company. So long as Mr. Puranmalka of the Company calculated in accordance
functions as the Whole-time Director, he with the relevant provisions of the Act, in

11
each year, but subject to such ceiling, if any, a) as Beneficial Owners as at the end of
per annum as the Board may from time to business on 22nd June, 2010 as per the
time fix in this behalf, such commission being lists to be furnished by National Securities
divisible amongst the Directors in such Depository Limited (NSDL) and Central
proportion and in such manner as may be Depository Services (India) Limited
decided by the Board.” (CDSL) in respect of the shares held in
electronic form, and
By Order of the Board
b) as Members in the Register of Members
of the Company after giving effect to all
S. K. Chatterjee valid share transfers in physical form
Company Secretary which are lodged with the Company or
its Registrar & Transfer Agent (RTA) viz.
Place: Mumbai
Sharepro Services (India) Private Limited
Date: 29th April, 2010
having their address at 13AB, Samhita
Warehousing Complex, 2 nd Floor,
NOTES:
Sakinaka Telephone Exchange Lane, Off
1. A MEMBER ENTITLED TO ATTEND AND Andheri Kurla Road, Sakinaka, Andheri
VOTE AT THE TENTH ANNUAL GENERAL (East), Mumbai - 400 072 on or before
MEETING IS ENTITLED TO APPOINT A 22nd June, 2010.
PROXY TO ATTEND AND VOTE INSTEAD 5. Pursuant to the provisions of Section 205A
OF HIMSELF/HERSELF AND THE PROXY of the Act, dividend for the Financial Year
NEED NOT BE A MEMBER OF THE 2003-04 which shall remain unpaid or
COMPANY. THE INSTRUMENT unclaimed for a period of 7 years will be
APPOINTING A PROXY SHOULD transferred to the Investor Education and
HOWEVER BE DEPOSITED AT THE Protection Fund (IEPF). Shareholders who
REGISTERED OFFICE OF THE COMPANY have so far not encashed the dividend
NOT LESS THAN FORTYEIGHT HOURS warrant(s) for the financial year
BEFORE THE COMMENCEMENT OF THE 2003-04 are requested to make their
MEETING. claim to the Company’s RTA, failing which
the unpaid/unclaimed dividend shall be
2. An Explanatory Statement pursuant to Section
transferred to the IEPF. It may also be
173(2) of the Companies Act, 1956 (the
noted that once the unpaid/unclaimed
“Act”) in respect of item nos. 7 to 11 of the
dividend is transferred to the IEPF as
Notice set out above, is annexed hereto.
above, no claim shall lie against IEPF or
3. The Register of Members and Share Transfer the Company in respect of such dividend
Books of the Company will remain closed by the Members.
from 23rd June, 2010 to 30th June, 2010 6. a) Members are requested to notify
(both days inclusive) for the purpose of immediately any change of address:
payment of dividend, if any, approved by (i) to their Depository Participants (DPs)
the Members. in respect of the shares held in
4. The dividend, as recommended by the electronic form, and
Board, if approved at the Annual General (ii) to the Company or to its RTA, in
Meeting, will be paid on or after 29th July, respect of the shares held in physical
2010 to those Members or their mandates form together with a proof of address
whose names are registered on the viz. Electricity Bill, Telephone Bill, Ration
Company’s Register of Members: Card, Voter ID Card, Passport etc.

12
b) In case the mailing address mentioned (b) Members who hold shares in electronic
on this Annual Report is without the form and want to change / correct the
PINCODE, Members are requested to bank account details should send the
kindly inform their PINCODE same immediately to their concerned DP
immediately. and not to the Company. Members are
also requested to give the MICR Code
7. Non-resident Indian Members are requested
of their bank to their DP. The Company
to inform the Company or its RTA or to the
will not entertain any direct request from
concerned DPs, as the case may be,
such Members for change of address,
immediately:
transposition of names, deletion of name
(a) the change in the residential status on of deceased joint holder and change in
return to India for permanent settlement. the bank account details. The said details
will be considered, as will be furnished
(b) the particulars of the NRE Account with by NSDL/CDSL to the Company.
a bank in India, if not furnished earlier.
(c) To avoid the incidence of fraudulent
8. Members are requested to make all encashment of dividend warrants,
correspondence in connection with shares Members are requested to intimate the
held by them by addressing letters directly Company under the signature of the Sole
to the Company at its Registered Office or / First Joint holder, the following
its RTA quoting reference of their Folio information, so that the bank account
numbers or their Client ID number with DP number and name and address of the
ID number, as the case may be. bank can be printed on the dividend
9. Members who are holding shares in warrants:
identical order of names in more than 1. Name of Sole / First Joint holder
one folio are requested to send to the and Folio number.
Company or its RTA, the details of such
2. Particulars of bank account, viz.
folios together with the share certificates
for consolidating their holdings in one i) Name of bank
folio. The share certificates will be ii) Name of branch
returned to the Members after making
requisite changes thereon. iii) Complete address of bank with
PINCODE
10. (a) Members are advised to avail of the
iv) Account type, whether Saving
facility for receipt of dividend through
(SB) or Current Account (CA)
Electronic Clearing Service (ECS). The
ECS facility is available at specified v) Bank Account Number
locations. Members holding shares in 11. Depository System
electronic form are requested to contact
their respective DPs for availing ECS The Company has entered into agreements
facility. Members holding shares in with NSDL and CDSL. Members, therefore,
physical form are requested to download now have the option of holding and dealing
the ECS form from the website of the in the shares of the Company in electronic
Company viz. www.ultratechcement.com form through NSDL or CDSL.
and the same duly filled up and signed The Depository System envisages the
along with a photocopy of a cancelled elimination of several problems involved in
cheque may be sent to the Company at the scrip-based system such as bad
its Registered Office or to its RTA. deliveries, fraudulent transfers, fake

13
certificates, thefts in postal transit, delay in ANNEXURE TO THE NOTICE
transfers, mutilation of share certificates, etc.
Explanatory Statement Pursuant to Section
Simultaneously, Depository System offers
173(2) of the Companies Act, 1956:
several advantages like exemption from
stamp duty, elimination of concept of market Item no. 7
lot, elimination of bad deliveries, reduction
M/s. Haribhakti & Co, Chartered Accountants,
in transaction costs, improved liquidity, etc.
Mumbai were appointed as Branch Auditors of
12. As per the provisions of the Act, facility for the Company’s Units at Jafrabad and Magdalla
making nominations is now available to in Gujarat and Ratnagiri in Maharashtra at its
INDIVIDUALS holding shares in the Ninth Annual General Meeting.
Company. Members holding shares in The Board of Directors of the Company
physical form may obtain the Nomination (“the Board”) have on the recommendation of
Form 2B prescribed by the Government from the Audit Committee proposed that
the Company or its RTA or can be M/s. Haribhakti & Co., Chartered Accountants,
downloaded from its website viz. Mumbai be re-appointed as Branch Auditors of
www.ultratechcement.com. Members holding the Company, to audit the Accounts of the
shares in electronic form are required to Company’s Units at Jafrabad and Magdalla in
approach their DP for the nomination. Gujarat and Ratnagiri in Maharashtra and to
hold office from the conclusion of this Meeting
13. Disclosure pursuant to Clause 49 of the
until the conclusion of the next Annual General
Listing Agreement with respect to the
Meeting.
Directors seeking re-appointment/
appointment at the forthcoming Annual Further, the Company may acquire new Units in
General Meeting is attached hereto. India or abroad in future and it may be necessary
to appoint Branch Auditors for carrying out the
14. The Annual Report of the Company for the audit of the accounts of such Units. Your consent
year 2009-10, circulated to the Members is being sought for authorising the Board to
of the Company, will be made available on appoint Branch Auditors in respect of such Units
the Company ’s website viz. in consultation with the Statutory Auditors and
www.ultratechcement.com. to fix their remuneration.
15. In terms of circulars issued by Securities and The resolution as set out in Item no. 7 of this
Exchange Board of India (SEBI), it is now Notice is accordingly commended for your
mandatory to furnish a copy of PAN card to acceptance.
the Company or its RTA in the following cases
viz. Transfer of shares, Deletion of name, None of the Directors of the Company is, in
Transmission of shares and Transposition of any way, concerned or interested in the said
shares. Shareholders are requested to furnish resolution.
copy of PAN card for all the abovementioned Item no. 8
transactions.
Mr. S. Misra was appointed Managing Director
of the Company for a period of three years with
effect from 16th October, 2006. Mr. Misra’s term
as Managing Director was upto 15th October,
2009. The Board of Directors (the “Board”) at
its meeting held on 16 th October, 2009
re-appointed Mr. Misra as Managing Director
upto 31st March, 2010.

14
Since his appointment in October, 2006 there Item no. 11
has been no revision in the terms of
The Company at present pays only sitting fees
remuneration of Mr. Misra, as approved by the
to its Non-Executive Directors for attending
Members. The Board, subject to approval of the
meetings of the Board of Directors (the ‘‘Board’’)
Members, has by resolution dated 4th November,
and Committee(s) thereof. Considering the
2009 revised the remuneration payable to
contribution made and the time devoted by the
Mr. Misra as Managing Director with effect from
Non-Executive Directors in the affairs of the
1st July, 2009 and also finalised the terms and
Company and keeping in mind their valuable
conditions of his re-appointment.
experience and guidance, it is recommended
The resolution as set out in item no. 8 of this that commission be paid to the Non-Executive
Notice is accordingly commended for your Directors of the Company in addition to the
acceptance. sitting fees being currently paid to them.

None of the Directors of the Company is, in The Board will determine each year, the specific
any way, concerned or interested in the said amount to be paid as commission to the Non-
resolution. Executive Directors which shall not exceed 1%
of the net profits of the Company for that year,
Item nos. 9 and 10 as computed in the manner referred to in Section
198 of the Companies Act, 1956 (the “Act”).
Mr. O. P. Puranmalka was appointed Additional
Director on the Board of the Company with In terms of Section 309(4) of the Act approval
effect from 16th January, 2010 to hold office till of the Members of the Company in general
the conclusion of the ensuing Annual General meeting by way of a special resolution is
Meeting. He was also appointed as Whole-time necessary for payment of commission to
Director of the Company with effect from Non-Executive Directors.
1 st April, 2010 upon the retirement of
Members are requested to approve payment of
Mr. S. Misra as Managing Director.
commission to the Non-Executive Directors for
Mr. Puranmalka is a Chartered Accountant and a period of five years commencing from financial
has over three decades of rich and varied year ended 31st March, 2010. The payment of
experience in various roles. Mr. Puranmalka commission shall be in addition to the sitting
joined the Aditya Birla Group in 1994. Known fees payable for attending Board / Committee
for his entrepreneurial capabilities, he has held meetings and reimbursement of expenses in
senior managerial positions in the Cement relation thereto.
Business of the Group. His knowledge and The resolution as set out in item no. 11 of this
vast experience will immensely benefit the Notice is accordingly commended for your
Company. acceptance.
The remuneration and other terms and All the Non-Executive Directors of the Company
conditions of Mr. Puranmalka’s appointment as are interested in the said resolution.
Whole-time Director as set out in the resolution
is subject to your approval.
The resolutions as set out in Item nos. 9 and 10 By Order of the Board
of this Notice is accordingly commended for
your acceptance. S. K. Chatterjee
Company Secretary
None of the Directors except Mr. O. P. Place: Mumbai
Puranmalka is interested in the said resolutions. Date: 29th April, 2010

15
Disclosure pursuant to Clause 49 of the Listing Agreement
Disclosure of Directors seeking re-appointment / appointment at the Annual General Meeting to be held on 29th July, 2010:
Name of Director Mr. N. J. Jhaveri Mrs. Rajashree Birla Mr. V. T. Moorthy Mr. O. P. Puranmalka

Date of Birth 9th August, 1935 15th September, 1945 19th January, 1941 2nd January, 1952

Date of Appointment 16th October, 2006 14th May, 2004 25th January, 2005 16th January, 2010

Expertise in specific General


Functional area Company Director Industrialist Business Executive Company Executive

Qualification M. A. (Economics), B. A. B.E. (Mechanical) F.C.A.


M.Sc. (Economics)
London School of
Economics

List of outside 1. Afcons Infrastructure Ltd. 1. Aditya Birla Health 1. Tanfac Industries Ltd. 1. Dakshin Cements Ltd.
Directorships held 2. Edelweiss Capital Ltd. Services Ltd. 2. Samruddhi Cement Ltd.
(Public Limited Companies) 3. Edelweiss Securities Ltd. 2. Aditya Birla Nuvo Ltd.
4. Gujarat Venture 3. Essel Mining &
Finance Ltd. Industries Ltd.
5. Hindalco Industries Ltd. 4. Grasim Industries Ltd.
6. Pidilite Industries Ltd. 5. Hindalco Industries Ltd.
7. Siemens Ltd. 6. Idea Cellular Ltd.
8. Siemens Healthcare
Diagnostics Ltd.
9. SKF India Ltd.
10. Usha Martin Ltd.
11. Voltas Ltd.

Chairman / Member of the — — — —


Committee of the Board of
Directors of the Company

Chairman / Member of the


Committee of Directors of
other Public Limited
Companies in which he /
she is a Director
a) Audit Committee 1. Afcons Infrastructure Ltd. - 1. Aditya Birla Health — 1. Samruddhi Cement Ltd. -
Chairman Services Ltd. - Member Member
2. Edelweiss Capital Ltd. -
Chairman
3. Usha Martin Ltd. -
Chairman
4. Voltas Ltd. - Chairman
5. Hindalco Industries Ltd. -
Member
6. Pidilite Industries Ltd. -
Member
7. Siemens Healthcare
Diagnostics Ltd. - Member

8. SKF India Ltd. - Member

b) Shareholders Committee — — — —

Note: Pursuant to Clause 49 of the Listing Agreement, only two Committees viz. Audit Committee and Shareholders Committee have been considered.

16
Financial Highlights

Particulars Units 2009-10 2008-09 2007-08 2006-07 2005-06


PRODUCTION (Quantity)
- Clinker Mn.T 15.55 15.07 14.35 14.22 12.73
- Cement Mn.T 17.64 15.87 15.07 14.64 13.33
SALES (Quantity)
- Clinker Mn.T 2.44 2.36 2.09 2.50 1.32
- Cement Mn.T 17.77 15.80 15.02 15.17 14.23
PROFIT & LOSS ACCOUNT
Gross Sales Rs.Crs 7,729 7,160 6,286 5,484 3,785
Excise duty Rs.Crs 679 777 777 574 486
Net Sales Rs.Crs 7,050 6,383 5,509 4,911 3,299
Operating Expenses Rs.Crs 5,079 4,679 3,783 3,493 2,745
Operating Profit Rs.Crs 1,971 1,704 1,726 1,418 554
Other Income Rs.Crs 123 106 101 61 37
EBITDA Rs.Crs 2,094 1,810 1,827 1,479 591
Depreciation / Amortisation Rs.Crs 388 323 237 226 216
EBIT Rs.Crs 1,706 1,487 1,589 1,253 375
Interest Rs.Crs 118 126 82 87 90
Profit before Tax Rs.Crs 1,588 1,361 1,507 1,166 286
Provision for Current Tax Rs.Crs 387 198 510 396 57
Provision for Deferred Tax Rs.Crs 108 181 (17) (17) (5)
Fringe Benefit Tax Rs.Crs - 6 6 5 4
Net Earnings Rs.Crs 1,093 977 1,008 782 230
Cash Earnings Rs.Crs 1,589 1,481 1,228 992 441
Dividend (incl. Dividend tax) Rs.Crs 87 73 73 57 25
BALANCE SHEET
Net Fixed Assets including CWIP Rs.Crs 5,201 5,313 4,784 3,214 2,678
Investments Rs.Crs 1,670 1,035 171 483 172
Current Assets Rs.Crs 1,472 1,372 1,304 960 773
Current Liabilities Rs.Crs 1,299 1,253 1,279 755 556
Net Current Assets Rs.Crs 173 119 25 205 216
Capital Employed Rs.Crs 7,044 6,467 4,980 3,903 3,067
Net Worth represented by
Equity Share Capital Rs.Crs 124 124 124 124 124
Employee Stock Options Outstanding Rs.Crs 2 2 1 - -
Reserves & Surplus Rs.Crs 4,482 3,476 2,572 1,639 914
Net Worth Rs.Crs 4,609 3,602 2,697 1,764 1,038
Loan Fund
Secured Loans Rs.Crs 854 1,176 983 1,151 1,222
Unsecured Loans Rs.Crs 750 966 758 427 230
Total Loan Funds Rs.Crs 1,605 2,142 1,741 1,579 1,452
Deferred Tax Liabilities Rs.Crs 831 723 542 560 577
Capital Employed Rs.Crs 7,044 6,467 4,980 3,903 3,067
RATIOS & STATISTICS
EBITDA Margin % 30 28 33 30 18
Net Margin % 16 15 18 16 7
Interest Cover (EBITDA/Interest) Times 17.82 14.42 22.19 17.04 6.60
ROCE (PBIT/Average Capital Employed) % 25 26 36 36 12
Current Ratio Times 1.13 1.09 1.02 1.27 1.39
Debt Equity Ratio Times 0.35 0.59 0.65 0.90 1.40
Dividend per share Rs./Share 6.00 5.00 5.00 4.00 1.75
Dividend Payout on Net Profit % 8 8 7 7 11
EPS Rs./Share 87.82 78.48 80.94 62.84 18.46
Cash EPS Rs./Share 127.65 118.94 98.66 79.67 35.43
Book Value per share Rs./Share 370.21 289.36 216.65 141.69 83.40
No.of Equity Shares Nos. 124,487,079 124,485,879 124,485,879 124,485,879 124,398,621

17
Net Sales Operating Profit

Rs. in crores
Rs. in crores 1,971
8000 2000
7,050 1,726 1,704
7000 6,383 1700
6000 5,509 1,418
4,911 1400
5000
4000 1100
3,299
3000
800
2000 554
500
1000
0 200
2005-06 2006-07 2007-08 2008-09 2009-10 2005-06 2006-07 2007-08 2008-09 2009-10

Net Earnings Net Worth

Rs. in crores Rs. in crores


1200 1,093 5000 4,609
1,008 977
1000 4000 3,602
782
800
3000 2,697
600
1,764
2000
400
230 1,038
200 1000

0 0
2005-06 2006-07 2007-08 2008-09 2009-10 2005-06 2006-07 2007-08 2008-09 2009-10

EPS Dividend

Rupees Rs. per share


100 7
87.82 6.00
80.94 78.48 6
75 5.00 5.00
62.84 5
4.00
4
50
3

2 1.75
25
18.46 1

0 0
2005-06 2006-07 2007-08 2008-09 2009-10 2005-06 2006-07 2007-08 2008-09 2009-10

18
Management Discussion and Analysis

OVERVIEW PERFORMANCE REVIEW

– Capacity Utilisation
After the marked slowdown in economic growth
and the prevailing financial crises during 2008
and 2009, the global economy is now indicating FY10 FY09 %
some signs of recovery. Led by the emerging change
economies, more significantly the Asian Installed capacity
economies, an increasing number of countries (Mn.TPA):
have begun registering notable recovery.
Clinker 17.80 17.80 -
Notwithstanding this, there are concerns that the
recovery is uneven and conditions for sustained Cement 23.10 21.90 5
growth remain fragile. Credit conditions are Production (MMT):
still tight in major developed economies. Much Clinker 15.55 15.07 3
of the rebound in the real economy is due to the Cement 17.64 15.87 11
strong fiscal stimulus provided by Governments
in a large number of developed and developing - clinker capacity
countries. utilisation* 87% 90%
- effective capacity
utilisation@ 88% 96%
The Indian economy, despite witnessing
challenging times, fared much better than most * clinker capacity utilisation based on period of new
of the global economies. The GDP forecast in capacity in operations
FY11 is over 8% linked to improved overall
@ effective capacity utilisation: cement production +
performance in all the three components of the clinker sold, based on period of new capacity in
economy viz. agriculture, manufacturing operations
and services.

Cement demand grew @12% during


– Sales Volume
H1FY10. However, new capacity additions
in the sector resulted in a surplus supply scenario FY10 FY09 %
from H2FY10 onwards with a consequent change
fall in cement realisation and pressure
on prices, which is continuing. However, Sales Volume (MMT):
Government efforts on infrastructure Domestic – Cement 17.26 15.32 13
development, low cost housing and improving Clinker 0.52 0.47 11
civic and urban amenities will enable the sector
grow over 10%. Total 17.78 15.79 13

Exports – Cement 0.50 0.48 5


Your Company ’s efforts were focused on
Clinker 1.92 1.88 2
stabilising performance of the expanded
capacities. It also continued with initiatives to Total 2.42 2.36 3
contain costs, improve productivity and conserve
cash. Your Company is currently in the midst of a Total Volume 20.21 18.16 11
restructuring program, details of which are spelt
out in the Report of Directors forming part of Domestic sales volume rose by 13% over FY09,
this Annual Report. though total volume was up by 11%.

19
– Sales Realisation (Net of Excise Duty) Net Turnover

FY10 FY09 % Net Turnover rose by 10%, attributable to higher


change domestic sales volume. Exports and Ready Mix
Average Realisation 3,311 3,349 -1 Concrete (RMC), each, contributed to around 7%
of your Company’s net turnover.
(Rs./MT)
Domestic – Cement 3,543 3,522 Other Income
Exports – Cement 3,050 3,100 -2
– Clinker 1,602 2,306 -30 Other income increased by 16% from Rs.106
crores in FY09 to Rs.123 crores in FY10 mainly
The markets of South India which account for on account of increased earnings on surplus funds
around 30% of your Company’s total sales invested in various debt schemes of mutual funds
volume witnessed a sharp fall in realisation from and exchange gain on account of appreciation
H2FY10. Despite this, the average domestic sales of Rupee to Dollar.
realisation remained almost flat during the year.
On the exports front, on account of the crises in Operating Profit (PBIDT) and Margin
the Middle East, clinker export prices dropped
sharply by around 30% - hovering around (i) Energy cost per tonne declined by 22% from
USD 34/ mt during the year as compared to USD Rs. 847 in FY09 to Rs. 654 in FY10 as a
50/mt in FY09. result of increased share of captive thermal
power in your Company’s operations and
decrease in imported coal prices.
– Financial Highlights
(Rs. in crores)
(ii) Freight and Handling expenses remained
FY10 FY09 % flat at Rs. 708/mt against Rs. 696/mt in FY09
change despite increase in diesel prices.
Net Turnover 7,050 6,383 10
(iii) Raw Material cost per tonne was up by 36%
Domestic 6,589 5,803 14 from Rs. 278 in FY09 to Rs. 379 in FY10
Exports 461 580 -21 due to:
Other Income 123 106 16
(a) increase in prices of major raw materials
Total Expenditure 5,079 4,679 9
(impact - 15%);
Operating Profit
(PBIDT) 2,094 1,810 16 (b) purchase of clinker to cater to eastern
Operating Margin 30% 28% market requirement (impact - 21%).
Interest 118 126 -6
Gross Profit (PBDT) 1,976 1,684 17 (iv) Employee costs rose by 15% from Rs. 218
crores in FY09 to Rs. 251 crores in FY10 on
Depreciation 388 323 20 account of increase in manpower for new
Profit Before Tax 1,588 1,361 17 projects and annual increment.
Tax Expenses 495 385 29 Substantial reduction in energy cost contributed
Net Profit after Tax 1,093 977 12 in operating margins improving from 28% in
FY09 to 30% in FY10.

20
Interest & Finance Charges – Cash Flow Statement
(Rs. in crores)
Interest cost decreased from Rs. 126 crores
FY10 FY09
in FY09 to Rs. 118 crores in FY10 due to
repayment of long term debts to the tune of Sources of Cash
Rs. 300 crores. Cash from operations 1,661 1,573
Non-operating cash flow 58 50
Depreciation
Increase in borrowings - 382
Depreciation mounted by 20% from Rs. 323
Total 1,719 2,005
crores in FY09 to Rs. 388 crores in FY10 as a
result of the full year impact of capitalisation of Uses of Cash
new projects in FY09. Net capital expenditure 274 830
Income Tax Increase in investments 636 866
Decrease in borrowings 522 -
Income tax increased from Rs. 384 crores in FY09
to Rs. 495 crores in FY10 linked to higher taxable Interest 146 117
income. Effective tax rate is up from 28% in FY09 Dividend 73 73
to 31% in FY10. Increase in working capital 89 115
Net Profit Total 1,740 2,001
Increase/(Decrease) in
Net profit for FY10 stood at Rs. 1,093 crores as cash & cash equivalents (21) 4
compared to Rs. 977 crores in FY09.
Night view of a Cement Unit

21
– Sources of Cash CONSOLIDATED PERFORMANCE
Cash from Operations (Rs. in crores)
Growth in volume and improved cost FY10 FY09 %
performance resulted in higher cash from change
operations during the year.
Net Turnover 7,175 6,564 9
Non operating Cash Flow
It consists of interest and dividend income earned Operating Profit
on fund invested in mutual fund. (PBIDT) 2,107 1,820 16

– Uses of Cash Interest 118 126 -6


Net Capital Expenditure Gross Profit (PBDT) 1,989 1,694 17
Your Company has spent Rs. 274 crores on Depreciation &
account of normal capex across all locations of amortisation of
your Company. goodwill 391 326 20
Increase in Investments Profit Before Tax 1,598 1,368 17
Your Company invested surplus funds into debt
Tax Expenses 501 388 29
schemes of recognised Mutual Funds.
Decrease in Borrowings Net Profit before
Minority Interest 1,097 980 12
Your Company’s borrowings reduced as a result
of repayment of long term / short term loans. Minority Interest 2 2
Increase in Working Capital Net Profit after
Minority Interest 1,095 978 12
Increase / (Decrease) was mainly on account
of the following:
(Rs. in crores) HUMAN RESOURCES
Increase in Inventory 130 Your Company believes that Human Resources
will play a key role in its future growth. Planned
Increase in Sundry Debtors 22 efforts are made to develop and retain talent.
Decrease in Loans & Advances (33) Learning and Development initiatives focus on
developing the professional capabilities. Your
Increase in Liabilities & Provisions (30)
Company continues to provide growth
89 opportunities to internal talent by assigning them
higher responsibilities with suitable exposure and
CAPITAL EXPENDITURE PLAN training.
Your Company endeavours to maintain a positive
Your Company has earmarked around Rs. 2,600
work environment and constructive relationship
crores towards capex to be spent over the next
with its employees with a continuing focus on
3 years. This will be invested in augmenting the
productivity and efficiency.
grinding capacity at its Unit in Gujarat, installing
waste heat recovery systems at its Units in Organisational Health Surveys conducted at
Maharashtra and Andhra Pradesh, setting-up regular intervals has shown a remarkable
packaging terminals at various locations and for improvement in employee engagement
other modernisation projects. parameters.

22
The total number of employees in your Company - Availability of raw material and fuel:
as on 31st March, 2010 was 4,481 employees
(4,371 employees). (a) Limestone is the main raw material for
manufacturing cement. Your Company
RISK MANAGEMENT
has sufficient limestone reserves for its
Your Company’s operations expose it to various existing operations. Securing additional
types of risk – external as well as internal. limestone reserves for growth is critical.
Managing and mitigating these risks form an
Your Company is focused on acquiring
integral part of your Company’s growth strategy.
Your Company has identified six major risks: additional leases of limestone.
(i) uncertain economic scenario; (ii) availability
(b) Tying-up long-term contracts for other
of raw material and fuel, (iii) financial,
(iv) environment, (v) compliance and additives viz. gypsum, flyash, etc at
(vi) data integrity. economic prices.
- Uncertain economic scenario: the likely (c) Coal, which comprises a major part of
oversupply during the next 18 - 24 months
your Company’s fuel mix is sourced both
may adversely impact capacity utilisation and
indigenously and also from the overseas
put pressure on margins. Your Company is
focusing on rural retail markets, revisiting its markets. Your Company is on the lookout
market mix, expanding growth in ready mix for acquiring coal blocks and other
concrete, building its brand image to mitigate additive mines. Use of alternative fuels is
the impact to an extent. greatly encouraged.

A cement cargo ship at the jetty

23
A Top view of cement Cargo ship at GCW Jetty
- Financial: Your Company has in place a critical risk. Your Company periodically
policy to mitigate financial risk that covers reviews and updates its systems ensuring that
specific areas like interest rate, foreign these are foolproof.
exchange, treasury management etc.
An Apex Committee has been set up for identifying
- Environment: Conducting business in
and monitoring risks and reviewing the mitigation
adherence with stringent environmental
legislation is a big challenge. Your Company plan. This Committee is supported by the Risk
is constantly exploring new ways for Management Committees at the Units. The risk
preserving the environment and managing mitigation plans are reviewed regularly by the
resources sustainably. It is actively engaged Audit Committee of your Company.
in promoting the use of alternative fuels, waste
heat recovery and utilisation of waste INTERNAL CONTROL SYSTEMS
products.
- Compliance: The level of compliance is Your Company has in place adequate internal
increasing by the day. Penalties for non- control systems and procedures commensurate
compliance can be very stiff and can with the size and nature of its operations. Internal
adversely affect your Company’s reputation. control systems comprising of policies, rules and
Your Company continuously monitors the procedures are designed to ensure sound
compliance mechanism to ensure that management of your Company, guaranteeing the
instances of non-compliances are kept at the safekeeping of your Company’s assets, the
minimal. efficiency and effectiveness of your Company’s
- Data integrity: Preserving your Company’s operations, the reliability of financial information
data and preventing its mis-use is also a and compliance with laws and regulations.

Concrete being filled in transit mixer

24
The Internal Audit team continuously monitors the given the revival in the housing sector and
effectiveness of internal control systems. It reports continued Government spending on
to the Audit Committee on the audit carried out infrastructure.
across your Company’s locations. These reports
are reviewed by the Audit Committee periodically. Significant capacity addition during the year
The Audit Committee separately has discussions together with the possible addition of around
with the Statutory and Internal Auditors about the 30 mtpa during FY11 will lead to a surplus
adequacy, effectiveness and functioning of the scenario. Capacity utilisation is expected to be
internal control systems. around 80%. These factors may put pressure on
prices and margins.
CONCLUSION
Although the additional capacities will hit the
The cement industry is likely to record an annual cement market, your Company believes the
growth of over 10% in the coming years on the progressive improvement in cement demand on
back of higher domestic demand. Domestic account of the Government’s stimulus packages
cement demand is expected to remain strong, bode well for the industry in the long term.

CAUTIONARY STATEMENT:

Statement in this “Management Discussion and Analysis” describing the Company’s objectives, projections,
estimates, expectations or predictions may be “forward looking statements” within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed or implied. Important
factors that could make a difference to the Company’s operations include global and Indian demand supply
conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Company’s
principal markets, changes in Government regulations, tax regimes, economic developments within India and
the countries within which the Company conducts business and other factors such as litigation and labour
negotiations. The Company assumes no responsibility to publicly amend, modify or revise any forward looking
statements, on the basis of any subsequent development, information or events or otherwise.

25
Re p o r t o n C o r p o r a t e G o v e r n a n c e

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE


Corporate Governance is most often viewed as both, the structure and the relationship which
determine corporate direction and performance. It is a systematic process by which organisations
are directed to manage their operations with the objective of enhancing stakeholder value.
UltraTech Cement Limited (your Company) believes that sound corporate governance principles
applied consistently to all areas of operations ensures that its values – Integrity; Commitment;
Passion; Seamlessness and Speed are leveraged to maximise value for all its stakeholders.
Your Company continuously strives for excellence through adopting best governance and disclosure
practices. In terms of Clause 49 of the Listing Agreement executed with stock exchanges, the
details of compliance for the year ended 31st March, 2010 are as follows:
I. BOARD OF DIRECTORS
• Composition
Your Company’s Board comprises of 10 (ten) Directors, which include the Whole-time Director
and 6 (six) Independent Directors. The details of the Directors with regard to outside directorships
and committee positions are as follows:

Name of Director Executive/ No. of outside No. of outside


Non-Executive/ directorship(s) committee position(s)
Independent1 held2 held3
Public Private Chairman Member
Kumar Mangalam Birla Non-Executive 9 13 - -
Mrs. Rajashree Birla Non-Executive 6 12 - 1
R. C. Bhargava Independent 10 1 4 4
G. M. Dave Independent 6 5 2 6
N. J. Jhaveri Independent 11 2 4 4
S. B. Mathur Independent 11 3 3 3
V. T. Moorthy Independent 1 - - -
S. Rajgopal Independent 1 - - -
D. D. Rathi Non-Executive 1 1 - 1
O. P. Puranmalka4 Whole-time Director 2 - - 1

1. Independent Director means a Director as defined under Clause 49 of the Listing Agreement.
2. Excluding alternate directorships and directorships in foreign companies and companies under
Section 25 of the Companies Act, 1956 (the ‘‘Act’’).
3. Only two committees viz. the Audit Committee and the Shareholder / Investor Grievance Committee
of all public limited companies are considered.
4. Mr. O. P. Puranmalka appointed as an Additional Director w.e.f. 16th January, 2010 and as
Whole-time Director w.e.f. 1st April, 2010.
5. No Director is related to any other Director on the Board, except for Mr. Kumar Mangalam Birla and
Mrs. Rajashree Birla, who are son & mother respectively.

26
• Non-Executive Directors’ compensation The Board has unfettered and complete
and disclosures access to any information within your
Company. Members of the Board have
Apart from sitting fees that are paid to the complete freedom to express their views on
Non-Executive and Independent Directors for agenda items and can discuss any matter at
attending Board/Committee meetings, no the meeting with the permission of the
other fees/commission were paid during the Chairman. The Board provides direction and
year. No transactions have been made with exercises appropriate control to ensure that
the Non-Executive and Independent Directors your Company is managed in a manner
vis-à-vis your Company. The details of sitting that fulfils stakeholder’s aspirations and
fees paid to the Directors are given societal expectations.
separately in this report.
The information placed before the Board
• Other provisions as to Board and includes:
Committees
— Annual operating plans, capital budgets
and updates thereof.
The Board meets at least once a quarter to
review the quarterly financial results and — Quarterly financial results.
operations of your Company. In addition to
the above, the Board also meets as and — Minutes of meetings of Audit Committee
when necessary to address specific issues and other Committees of the Board.
relating to the business of your Company. — The information on recruitment and
remuneration of Senior Officers just
During the year under review, the Board met
below the Board level, including
6 times. The number of Board meetings held,
appointment or removal of the Chief
dates on which held and number of Directors
Financial Officer and the Company
present are as follows:
Secretary.
Date of Board Board No. of — Show cause, demand, prosecution
meetings strength Directors notices and penalty notices which are
Present materially important.
21st April, 2009 12 10 — Fatal or serious accidents, dangerous
21st July, 2009 10 10 occurrences, any material effluent or
pollution problems.
6th October, 2009 10 10
— Any material default in financial
16th October, 2009 10 8 obligations to and by your Company, or
substantial non-payment for goods sold
15th November, 2009 10 6
by your Company.
16th January, 2010 11 9 — Any issue, which involves possible public
or product liability claims of substantial
Your Company’s Board plays a pivotal role nature, including any judgement or
in ensuring good governance and order, which may have passed strictures
functioning of your Company. The Directors on the conduct of your Company or
are professionals, have expertise in their taken an adverse view regarding another
respective functional areas and bring a wide enterprise that can have negative
range of skills and experience to the Board. implications on your Company.

27
— Details of any joint venture or — Quarterly details of foreign exchange
collaboration agreement. exposures and the steps taken by
— Transactions that involve substantial management to limit the risks of adverse
payment towards goodwill, brand equity exchange rate movement, if material.
or intellectual property. — Non-compliance of any regulatory,
— Significant labour problems and their statutory or listing requirements and
proposed solutions. Any significant shareholders service such as non-
development in human resources/ payment of dividend, delay in share
industrial relations front. transfer etc.
— Sale of material nature of investments, — Risk Management policies of your
subsidiaries, assets, which is not in Company.
normal course of business.
The details of attendance of each Director at the Board meetings and the last Annual General
Meeting (AGM) are as follows:
Name of Director No. of Board meetings Attended last AGM@
Held Attended
Kumar Mangalam Birla 6 4 Yes
Mrs. Rajashree Birla 6 3 Yes
R. C. Bhargava 6 6 Yes
G. M. Dave 6 6 Yes
Y. M. Deosthalee1 6 Nil N.A.
N. J. Jhaveri 6 5 Yes
S. B. Mathur 6 5 Yes
V. T. Moorthy 6 4 Yes
2
J. P. Nayak 6 1 N.A.
S. Rajgopal 6 6 Yes
D. D. Rathi 6 6 Yes
3
S. Misra 6 6 Yes
O. P. Puranmalka4 6 1 N.A.
@ AGM held on 21st July, 2009 at Ravindra Natya Mandir, P. L. Deshpande Maharashtra Kala Academy,
Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai – 400025.
1. Mr. Y. M. Deosthalee resigned as Director w.e.f. 15th June, 2009.
2. Mr. J. P. Nayak resigned as Director w.e.f. 15th June, 2009.
3. Mr. S. Misra retired from the services of your Company at the close of business hours on
31st March, 2010. He also ceased to be a Director from that date.
4. Mr. O. P. Puranmalka was appointed as Additional Director w.e.f. 16th January, 2010 and as
Whole-time Director w.e.f. 1st April, 2010.

28
• Code of Conduct Permanent Invitees
The Board of Directors has laid down a Code
Mr. D. D. Rathi — Director of your
of Conduct (“the Code”) for all
Company.
Board members and senior management
personnel of your Company. The Code is
Mr. K. C. Birla — Chief Financial Officer
posted on your Company ’s website
of your Company.
www.ultratechcement.com.
All Board members and senior management The Statutory and Internal Auditors of your
personnel have confirmed compliance with Company attend the Audit Committee
the Code. meetings.
A declaration signed by the Whole-time
The Company Secretary acts as the Secretary
Director is attached and forms part of this
to the Committee.
Annual Report.
II. AUDIT COMMITTEE The object of the Audit Committee is to
• Composition, meetings, attendance monitor and effectively supervise your
during the year and sitting fees paid Company’s financial reporting process with
a view to provide accurate, timely and proper
The Audit Committee of the Board comprises disclosure and the integrity and quality of
three Non-Executive Independent Directors. the financial reporting.
All the members of the Audit Committee are
financially literate as per the provisions of • Powers
Clause 49 of the Listing Agreement. The
composition of the Audit Committee meets — To investigate any activity within its terms
the requirements of Section 292A of the Act of reference.
and Clause 49 of the Listing Agreement.
— To seek information from any employee.
During the year, the Audit Committee met 6
times to deliberate on various matters. The — To obtain outside legal or other
meetings were held on 21st April, 2009; professional advice.
21 st July, 2009; 11th September, 2009;
— To secure attendance of outsiders with
16th October, 2009; 16th January, 2010 and
relevant expertise, if it considers
23rd February, 2010.
necessary.
The composition, attendance and sitting fees
paid are as follows: • Role
Name of No. of meetings Sitting 1. Oversight of your Company’s financial
Member fees paid reporting process and the disclosure of
(Rs.) its financial information to ensure that
Held Attended the financial statement is correct,
R. C. Bhargava 6 6 1,20,000 sufficient and credible.
G. M. Dave 6 5 1,00,000 2. Recommending to the Board, the
S. Rajgopal 6 6 1,20,000 appointment, re-appointment and, if
required, the replacement or removal of
Mr. R. C. Bhargava is the Chairman of the the Statutory Auditor and Cost Auditor
Committee. and the fixation of audit fees.

29
3. Approval of payment to Statutory report submitted by the monitoring
Auditors for any other services rendered agency monitoring the utilisation of
by them. proceeds of a public or rights issue and
making appropriate recommendations to
4. Reviewing with the management, the the Board to take up steps in this matter.
annual financial statements before
submission to the Board for approval, 7. Reviewing with the management,
with particular reference to: performance of Statutory and Internal
Auditors, adequacy of the internal control
a. Matters required to be included in systems.
the Director ’s Responsibility
Statement to be included in the 8. Reviewing the adequacy of internal audit
Board’s report in terms of clause function, if any, including the structure
(2AA) of Section 217 of the Act; of the internal audit department, staffing
and seniority of the official heading the
b. Changes, if any, in accounting department, reporting structure coverage
policies and practices and reasons and frequency of internal audit.
for the same;
9. Discussion with Internal Auditors any
c. Major accounting entries involving significant findings and follow up there
estimates based on the exercise of on.
judgment by management;
10. Reviewing the findings of any internal
d. Significant adjustments made in the investigations by the Internal Auditors into
financial statements arising out of matters where there is suspected fraud
audit findings; or irregularity or a failure of internal
control systems of a material nature and
e. Compliance with listing and other
reporting the matter to the Board.
legal requirements relating to
financial statements;
11. Discussion with Statutory Auditors before
the audit commences, about the nature
f. Disclosure of any related party
and scope of audit as well as post-audit
transactions;
discussion to ascertain any area of
g. Qualifications in the draft audit concern.
report.
12. To look into the reasons for substantial
5. Reviewing with the management, the defaults in the payment to the depositors,
quarterly financial statements before debenture holders, shareholders (in case
submission to the Board for approval. of non payment of declared dividends)
and creditors, if any.
6. Reviewing with the management, the
statement of uses / application of funds • The Audit Committee reviews the
raised through an issue (public issue, following information
rights issue, preferential issue etc.), the
statement of funds utilised for purposes 1. Management Discussion and Analysis of
other than those stated in the offer financial condition and results of
document / prospectus / notice and the operations;

30
2. Statement of significant related party IV. DISCLOSURES
transactions (as defined by the Audit
Committee), submitted by management; • Disclosures on materially significant
related party transactions that may
3. Management letters / letters of internal have potential conflict with the
control weaknesses issued by the interests of your Company at large
Statutory Auditors, if any;
The transactions with related parties entered
4. Internal audit reports relating to internal into by your Company in the normal course
control weaknesses; of business were placed before the Audit
Committee periodically.
5. The appointment, removal and terms of
remuneration of the Chief Internal Particulars of related party transactions are
Auditor; and listed out in Schedule 21(B)(17) of the
Accounts. However, all these transactions are
6. Risk Management policy of your on normal commercial arm’s length basis.
Company.

During the year, the Committee has reviewed • Disclosure of Accounting treatment
the internal controls put in place to ensure
that the accounts of your Company are Your Company has followed all relevant
properly maintained and that the accounting Accounting Standards while preparing the
transactions are in accordance with financial statements.
prevailing laws and regulations. In
conducting such reviews, the Committee
• Risk Management
found no material discrepancy or weakness
in the internal control system of your
Company. Your Company has in place a Risk
Management programme which is monitored
on a continuous basis. The Audit Committee
The Committee has also reviewed the
reviews the efficacy of the Risk Management
procedures laid down by your Company for
process, the key risks associated with the
assessing and managing risks.
business of your Company and the measures
in place to mitigate the same.
III. SUBSIDIARY COMPANY

Your Company does not have any material • Proceeds from public issues, rights issues,
non listed Indian subsidiary company. The preferential issues etc.
Audit Committee and Board reviews the
minutes, financial statements, significant During the year, your Company did not raise
transactions and working of the unlisted any funds by way of public, rights,
subsidiary companies. preferential issues etc.

31
• Remuneration of Directors
Details of sitting fees paid to the Directors for attending Board meetings and their shareholding
in your Company are as under:
Name of Director Sitting fees paid (Rs.) No. of shares held
Kumar Mangalam Birla 80,000 400
Mrs. Rajashree Birla 60,000 400
R. C. Bhargava 1,20,000 -
G. M. Dave 1,20,000 -
Y. M. Deosthalee1 Nil 1,773
N. J. Jhaveri 1,00,000 -
S. B. Mathur 1,00,000 -
V. T. Moorthy 80,000 420
J. P. Nayak2 20,000 1,276
S. Rajgopal 1,20,000 -
D. D. Rathi 1,20,000 -
S. Misra3 Nil 2
O. P. Puranmalka4 Nil 100
1. Mr. Y. M. Deosthalee resigned as Director w.e.f. 15th June, 2009.
2. Mr. J. P. Nayak resigned as Director w.e.f. 15th June, 2009.
3. Mr. S. Misra retired from the services of your Company at the close of business hours on 31st March,
2010. He also ceased to be a Director from that date.
4. Mr. O. P. Puranmalka was appointed as Additional Director w.e.f. 16th January, 2010 and as Whole-
time Director w.e.f. 1st April, 2010.

The details of remuneration paid to the Managing Director are as follows:


Managing Relationship Remuneration paid during 2009-10
Director with other
Director
All elements Performance Service Stock option
of remuneration linked contracts, details, if
package i.e. incentives, notice period, any
salary, benefits, alongwith severance fee
pensions etc. performance
criteria (a)
S. Misra - Rs. 5.53 crores Rs. 0.90 crores See note (b) See note (c)

(a) Mr. S. Misra was paid a sum of Rs. 0.90 crores towards performance incentive linked for
achievement of targets for the year 2008-09.
(b) Mr. S. Misra retired from the services of your Company at the close of business hours on
31st March, 2010. He also ceased to be a Director from that date.
(c) In terms of your Company’s Employee Stock Option Scheme (“ESOS-2006”), 21,073
stock options have vested in Mr. S. Misra during the year.
All decisions relating to the remuneration of the Managing Director is taken by the Board in accordance
with the resolution to be passed by the Members of your Company.

32
• Management Mr. R. C. Bhargava is elected Chairman of
— The Management Discussion and every meeting of the Committee. The
Analysis forms part of the Annual Report Company Secretary acts as Secretary to the
and is in accordance with the Committee and is also the Compliance
requirements laid out in Clause 49 of Officer.
the Listing Agreement. To expedite the transfer in the physical
— No material transaction has been entered segment, necessary authority has been
into by your Company with the Promoters, delegated by your Board to the Director and
Directors or the Management, their Officers of your Company to approve
subsidiaries or relatives etc. that may have transfers/transmissions of shares/debentures.
a potential conflict with interests of your Details of share transfers/transmissions
Company. approved by the Directors and Officers are
placed before the Board.
— Your Company has instituted a
comprehensive Code of Conduct in • Role
compliance with the SEBI regulations on The Committee looks into:
prevention of insider trading.
— issues relating to share/debenture
• Shareholders holders including transfer/transmission of
— Details of the Directors seeking shares/debentures;
re-appointment/appointment at the
— issue of duplicate share/debenture
ensuing AGM are provided in the Notice
certificates;
convening the AGM.
— Press Releases and financial results are — non-receipt of dividend;
made available on the website of your — non receipt of annual report;
Company (www.ultratechcement.com)
and also that of the Aditya Birla Group — non-receipt of share certificate after
(www.adityabirla.com). transfers;
— delay in transfer of shares;
• Share Transfers and Shareholders/
— any other complaints of
Investors Grievance Committee
shareholders.
Composition, meeting, attendance and
sitting fees paid during the year • Number of shareholders’ complaint
A “Share Transfer and Shareholders/Investors received so far/number not solved to
Grievance Committee” has been constituted the satisfaction of shareholders/number
at the Board level, under the Chairmanship of pending complaints
of a Non-Executive Independent Director. Details of complaints received, number of
During the year the Committee met on shares transferred during the year, time taken
21st April, 2009 and 16th October, 2009. for effecting these transfers and the number
The composition, attendance and sitting fees of share transfers pending are furnished in
paid are as follows: the “Shareholder Information” section of this
Annual Report.
Name of No. of meetings Sitting
• Details of non-compliance by your
Member fees paid
Company, penalties and strictures
(Rs.)
imposed on your Company by stock
Held Attended exchanges or the Securities and
R. C. Bhargava 2 2 40,000 Exchange Board of India (SEBI) or any
G. M. Dave 2 2 40,000 other statutory authority, on any matter
relating to capital markets, during the
D. D. Rathi 2 2 40,000 year

33
There has been no instance of non- • ESOS Compensation Committee
compliance by your Company on any matter The ESOS Compensation Committee
related to capital markets during the year constituted for implementing, administering
under review and hence no strictures / and supervising the Employee Stock
penalties have been imposed on your Option Scheme – 2006 (“the Scheme”)
Company by the stock exchanges or the SEBI comprises of Mr. Kumar Mangalam Birla,
or any statutory authority. Mr. G. M. Dave and Mr. S. Rajgopal.
• Voluntary Guidelines – 2009 During the year, the Committee vested
The Ministry of Corporate Affairs has issued 42,019 stock options to eligible employees
a set of Voluntary Guidelines on ‘Corporate of your Company in the management
Governance’ and ‘Corporate Social cadre, subject to the provisions of the
Responsibility’ in December, 2009. These Scheme, statutory provisions including SEBI
guidelines are expected to serve as a Guidelines as may be applicable from time
benchmark for the Corporate Sector and to time and the rules and procedures set
also help them in achieving the highest out by your Company in this regard. Further
standard of corporate governance. the Committee allotted 1,200 equity shares
Some of the provisions of these guidelines of Rs. 10/- each of your Company to an
are already in place as reported elsewhere Option Grantee pursuant to the exercise of
in this Report. The other provisions of these stock options under the Scheme.
guidelines are being evaluated and your
Company will strive to adopt the same in a • Merger Implementation Committee
phased manner. A “Merger Implementation Committee” was
• Finance Committee constituted at the Board level, under the
Chairmanship of a Non-Executive
A “Finance Committee” has been constituted Independent Director. During the year, the
at the Board level, under the Chairmanship Committee met on 6th October, 2009;
of a Non-Executive Independent Director. 30th October, 2009 and 15th November, 2009.
During the year, the Committee met on
16th October, 2009. The composition, attendance and sitting fees
paid are as follows:
The composition, attendance and sitting fees
paid are as follows:
Name of No. of meetings Sitting
Name of No. of meetings Sitting Member fees paid
Member fees paid (Rs.)
(Rs.) Held Attended
Held Attended G. M. Dave 3 3 60,000
R. C. Bhargava 1 1 20,000 N. J. Jhaveri 3 2 40,000
D. D. Rathi 3 3 60,000
S. Rajgopal 1 1 20,000
D. D. Rathi 1 1 20,000 The Committee was constituted to consider,
examine and evaluate a consolidation of
The Committee is authorised to exercise all the cement business as proposed by
powers and discharge all functions relating Samruddhi Cement Limited (“Samruddhi”),
to working capital management, foreign a wholly owned subsidiary of your
currency contracts, operation of bank Company’s holding Company viz. Grasim
accounts and authorising officers of your Industries Limited and implementation of the
Company to deal in matters relating to amalgamation of Samruddhi with your
excise, sales tax, income tax, customs and Company in accordance with the provisions
other judicial or quasi judicial authorities. of Sections 391 to 394 of the Act.

34
V. CEO/CFO CERTIFICATION Special Resolution passed:
The Whole-time Director and Chief Financial
• Keeping of register of members,
Officer of your Company have issued
index of members, register of
necessary certificate pursuant to the
debentureholders, index of
provisions of Clause 49 of the Listing
debentureholders and other related
Agreement and the same is attached and
books at new location of your
forms part of the Annual Report.
Company’s Registrar and Transfer Agent
as their office has been shifted due to
VI. REPORT ON CORPORATE GOVERNANCE
renovation at the existing premises.
The Corporate Governance Report forms
part of the Annual Report. Your Company 2008
complies with the provisions of Clause 49
of the Listing Agreement.
Date and Time: 18th July, 2008; 3:30 p.m.
VII. COMPLIANCE
Special Resolution passed:
• Certificate from the Statutory Auditors
confirming compliance with all the conditions • Keeping of register of members, index
of Corporate Governance as stipulated in of members, register of
Clause 49 of the Listing Agreement is debentureholders, index of
annexed to the Report and forms part of the debentureholders and other related
Annual Report. books at the premises of your
• Adoption of non-mandatory compliances Company’s Registrar and Transfer Agent.
— A half-yearly declaration of financial
performance including summary of the 2007
significant events in last six months has
been sent to each household of Date and Time: 20th July, 2007; 3:30 p.m.
shareholders.
Special Resolution passed: Nil
— The statutory financial statements of your
Company are unqualified. — Whether any special resolution passed
last year through postal ballot — No
VIII. GENERAL BODY MEETINGS
• details of voting pattern
AGMs of your Company during the
preceding 3 years were held at Not Applicable
Ravindra Natya Mandir, P. L. Deshpande
Maharashtra Kala Academy, Near • person who conducted the postal
Siddhivinayak Temple, Sayani Road, ballot exercise
Prabhadevi, Mumbai - 400 025.
Not Applicable
Date and time of the AGMs held during the
preceding 3 years and the Special — Whether any special resolution is
Resolution(s) passed thereat are as follows: proposed to be conducted through postal
ballot and procedure for the same
2009 If required shall be conducted as per
Date and Time: 21st July, 2009; 3:30 p.m. law

35
IX. MEANS OF COMMUNICATION — Any website, where displayed
• Quarterly results www.ultratechcement.com
— Which newspapers normally www.adityabirla.com
published in:
— Whether your Company’s website
Newspaper Cities of displays
Publication
All official news Yes
Business Standard All editions releases
Economic Times Mumbai Presentation made Yes
to Institutional (through your
Free Press Journal Mumbai
Investors / Analysts Company’s
Navshakti Mumbai holding
company)
Maharashtra Times Mumbai

36
CODE OF CONDUCT
DECLARATION
As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board
Members and the Senior Management Personnel have confirmed compliance with the Code of
Conduct for the year ended 31st March, 2010.
Mumbai O. P. Puranmalka
29th April, 2010 Whole-time Director

CEO/CFO CERTIFICATION
The Board of Directors
UltraTech Cement Limited
We certify that:
1. We have reviewed the financial statement, read with the cash flow statement of UltraTech
Cement Limited (the Company) for the year ended 31st March, 2010 and to best of our
knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact
or contain statements that might be misleading;
(ii) these statements and other financial information included in this report present a true and
fair view of the Company’s affair and are in compliance with the existing accounting
standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transactions entered into by the
Company during the year which are fraudulent, illegal or violative of the Company’s Code of
Conduct;
3. We are responsible for establishing and maintaining internal controls for financial reporting
and we have evaluated the effectiveness of the internal control systems of the Company
pertaining to financial reporting;
4. We have disclosed to the Company’s Auditors and the Audit Committee of the Company’s
Board of Directors all significant deficiencies in the design or operation of internal controls, if
any, of which we are aware and the steps taken or proposed to be taken to rectify the
deficiencies.
5. We have indicated to the Auditors and the Audit Committee:
a) significant changes in the Company’s internal control over financial reporting during the
year.
b) significant changes in accounting policies during the year, if any, and that the same have
been disclosed in the notes to the financial statements.
c) instances of significant fraud of which we have become aware and involvement therein if
any of management or other employees having a significant role in the Company’s internal
control system over financial reporting.

Mumbai K. C. Birla O. P. Puranmalka


29th April, 2010 Chief Financial Officer Whole-time Director

37
Shareholder Information

1. Annual General Meeting


— Date and Time : Thursday, 29th July, 2010, 3:30 p.m.
— Venue : Ravindra Natya Mandir,
P. L. Deshpande Maharashtra
Kala Academy,
Near Siddhivinayak Temple,
Sayani Road, Prabhadevi,
Mumbai – 400025
2. Financial Calendar
• Financial reporting for the quarter ending : End July, 2010
30th June, 2010
• Financial reporting for the half year ending : End October, 2010
30th September, 2010
• Financial reporting for the quarter ending : End January, 2011
31st December, 2010
• Financial reporting for the year ending : End April, 2011
31st March, 2011
• Annual General Meeting for the year ending : End July/August, 2011
31st March, 2011
3. Dates of Book Closure : 23rd June, 2010 to 30th June, 2010
(both days inclusive)
4. Dividend Payment Date : On or after 29th July, 2010
5. Registered Office : UltraTech Cement Limited
“B” Wing, Ahura Centre,
2nd Floor, Mahakali Caves Road,
Andheri (East), Mumbai – 400093
Tel. : (022) 66917800
Fax : (022) 66928109
Email : sharesutcl@adityabirla.com
Web : www.ultratechcement.com
www.adityabirla.com
6. (a) Listing Details:
Equity Shares Non-Convertible Debentures
1. Bombay Stock Exchange Limited 1. Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers, Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai – 400001 Dalal Street, Mumbai – 400001
2. National Stock Exchange of India Limited 2. National Stock Exchange of India Limited
“Exchange Plaza”, Bandra-Kurla Complex, “Exchange Plaza”, Bandra-Kurla Complex,
Bandra (East), Mumbai – 400051 Bandra (East), Mumbai – 400051
Notes: Listing fees for the year 2010-11 has been paid to the Bombay Stock Exchange
Limited and the National Stock Exchange of India Limited.

38
(b) Name and address of Trustees : AXIS Bank Limited
for the Debentureholders Maker Towers ‘F’,
13th Floor, Cuffe Parade,
Colaba, Mumbai – 400005
Tel: (022) 67074407
Fax: (022) 22186944
(c) Overseas Depository for GDRs : Citibank N. A.
Depository Receipt Services
388, Greenwich Street,
New York; NY-10013 USA
Tel: +2128166649
Fax: +2128166865
(d) Domestic Custodian of GDRs : Citibank N.A.
Custody Services,
3rd Floor,Trent House, G Block,
Plot No. 60, Bandra-Kurla Complex,
Bandra (East), Mumbai – 400051
Tel: (022) 40296000
Fax: (022) 26532205
7. Stock Code : ISIN INE481G01011
Stock Code Reuters Bloomberg
Bombay Stock Exchange Limited 532538 ULTC.BO UTCEM IB
National Stock Exchange of India Limited ULTRACEMCO ULTC.NS UTCEM IS
8. Stock Price Data:
Bombay Stock Exchange Limited National Stock Exchange of India Limited
High Low Close Volume High Low Close Volume
(In Rs.) (In Rs.) (In Rs.) (In Nos.) (In Rs.) (In Rs.) (In Rs.) (In Nos.)
Apr-09 595.00 526.05 567.60 299,021 591.00 516.05 570.20 1,292,960
May-09 730.00 543.00 721.75 311,012 733.00 543.70 717.80 1,496,111
Jun-09 801.00 635.00 689.95 1,009,620 810.00 614.60 689.60 18,514,313
Jul-09 831.00 673.00 798.35 1,098,651 920.00 674.00 799.00 3,416,352
Aug-09 850.40 700.10 760.60 425,518 821.95 697.05 761.80 2,603,033
Sep-09 805.90 668.60 798.10 1,143,566 805.90 710.25 799.60 2,801,295
Oct-09 886.25 745.00 768.75 2,491,556 896.00 750.15 767.95 8,199,224
Nov-09 845.00 699.80 836.50 871,495 845.50 699.80 836.65 3,335,578
Dec-09 922.00 805.00 915.10 681,022 922.75 821.00 914.20 2,704,072
Jan-10 1,059.40 860.00 929.40 942,555 1,059.80 882.95 930.00 5,014,904
Feb-10 1,061.00 913.15 1038.10 978,724 1,059.90 915.25 1,040.05 4,220,473
Mar-10 1,161.70 1,028.05 1156.30 754,355 1,161.90 1,025.00 1,154.85 4,108,977

39
9. Stock Performance:
240

200

160

120

80

40

0
Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10

Sensex UltraTech Nifty

10. Stock Performance and Returns:


Absolute Returns
(In Percentage) 1 Year 3 Years 5 Years
UltraTech 109.46 49.57 225.54
BSE Sensex 80.54 34.09 169.96
NSE Nifty 73.76 37.36 157.86

Annualised Returns
(In Percentage) 1 Year 3 Years 5 Years
UltraTech 109.46 14.36 26.63
BSE Sensex 80.54 10.27 21.97
NSE Nifty 73.76 11.16 20.86

11. Registrar and Transfer Agents (RTA) : Sharepro Services (India) Private Limited
(For shares transfers and other 13AB, Samhita Warehousing Complex,
communication relating to 2nd Floor, Sakinaka Telephone Exchange Lane,
share certificates, dividend and Off Andheri Kurla Road,
change of address) Sakinaka, Andheri (East),
Mumbai – 400072
Tel: (022) 67720300 / 67720400
Fax : (022) 28591568 / 28508927
Email: utcl@shareproservices.com

12. Share Transfer system :


Share transfer in physical form are registered and returned within a period of 12 days from the date
of receipt, if the documents are clear in all respects. Officers of your Company have been

40
authorised to approve transfers upto 5,000 shares in physical form under one transfer deed. One
Director jointly with one Officer of your Company have been authorised to approve the transfers
exceeding 5,000 shares under one transfer deed.
The RTA attends to investor grievances in consultation with the Secretarial Department of your
Company.
2009-10 2008-09
Transfer Period No. of No. of % No. of No. of %
(in days) transfers shares transfers shares
1 – 15 13 260 1.50 70 4,092 5.72
16 – 20 151 6,353 17.48 343 10,379 28.02
21 – 30 700 22,295 81.02 811 32,883 66.26
Total 864 28,908 100.00 1,224 47,354 100.00
Number of pending share transfers : 68 transfers in respect of 2,867
as at 31st March, 2010 shares pending as registered notices
have been issued to sellers.
13. Investor Services:
Complaints received during the year
Nature of Complaints 2009-10 2008-09
Received Cleared Received Cleared
Relating to Transfer, Transmission, 6 6 5 5
Dividend, Demat and Change of
address etc.
Legal proceedings on share transfer : There are no major legal proceedings
issues, if any relating to transfer of shares.
14. Distribution of Shareholding as on 31st March:
2010 2009
No. of % of No. of % of No. of % of No. of % of
No. of Equity share share shares share share share shares share
Shares held holders holders held holding holders holders held holding
1 – 100 230,861 89.07 6,953,663 5.59 240,488 89.10 7,257,856 5.83
101 – 200 16,620 6.41 2,464,324 1.98 17,426 6.46 2,587,615 2.08
201 – 500 8,025 3.10 2,529,614 2.03 8,341 3.09 2,634,088 2.11
501 – 1000 2,224 0.86 1,577,549 1.27 2,272 0.84 1,612,984 1.30
1001 – 5000 1,131 0.44 2,094,852 1.68 1,145 0.42 2,080,414 1.67
5001 – 10000 92 0.04 663,561 0.53 75 0.03 525,319 0.42
10001 & above 215 0.08 108,203,516 86.92 169 0.06 107,787,603 86.59
Total 259,168 100.00 124,487,079 100.00 269,916 100.00 124,485,879 100.00

41
15. Category of Shareholding as on 31st March :
2010 2009
No. of % of No. of % of No. of % of No. of % of
Category share share shares share share share shares share
holders holders held holding holders holders held holding
Promoters &
Promoter Group 4 0.00 68,193,101 54.78 5 0.00 68,193,101 54.78
Banks/MFs / FIs
Mutual Fund &
UTI 81 0.03 3,001,566 2.41 61 0.02 1,972,398 1.58
Banks & FI’s 84 0.03 24,721 0.02 94 0.03 139,940 0.11
Insurance
Companies 19 0.01 11,540,784 9.27 16 0.01 9,018,788 7.25
Foreign Investors
FIIs 213 0.08 13,603,925 10.92 148 0.05 2,802,800 2.25
GDRs 1 0.00 174,278 0.14 1 0.00 185,490 0.15
NRIs/OCBs 3,310 1.28 604,064 0.49 3,389 1.26 681,389 0.55
Corporates 1,922 0.74 8,919,804 7.17 1,907 0.71 21,936,850 17.62
Others 253,534 97.83 18,424,836 14.80 264,295 97.92 19,555,123 15.71
Total 259,168 100.00 124,487,079 100.00 269,916 100.00 124,485,879 100.00

2010 2009
Others Others
14.80% 15.71%
Corporates Promoters Corporates Promoters
7.17% & Promoter 17.62% & Promoter
Group Group
Foreign 54.78% 54.78%
Investors Foreign
11.55% Investors
Insurance 2.95%
Banks/MFs/FI's Insurance
Companies Companies Banks/MFs/FI's
9.27% 2.43%
7.25% 1.69%

16. Dematerialisation of shares and : 96.84% of outstanding shares have been dematerialised
liquidity as on 31st March, 2010. Trading in shares of your
Company is permitted only in the dematerialised form.
17. Details on use of public funds : Not Applicable
obtained in the last three years
18. Outstanding GDR/Warrants and : 174,278 GDRs are outstanding as on 31st March, 2010.
Convertible Bonds Each GDR represents one underlying equity share. There
are no warrants/convertible bonds outstanding as at
the year end.

42
19. Plant Locations:
Andhra Pradesh Awarpur Gujarat
Cement Works Cement Works Cement Works
Bhogasamudram, P.O. Awarpur Cement Project, P.O. Kovaya,
Tadipatri Mandal, Taluka: Korpana, Taluka: Rajula,
District: Anantapur, District: Chandrapur, District: Amreli,
Andhra Pradesh – 515415 Maharashtra – 442917 Gujarat–365541
Tel: 08558–288847/41 Tel: 07173-266323 Tel: 02794–283034
Fax: 08558-288821/59 Fax: 07173-266339 Fax: 02794–283036
Hirmi Cement Works Jafrabad Cement Works Arakkonam Cement Works
Village & Post: Hirmi, P. B. No. 10, Chitteri Village,
Taluka: Simga, Village: Babarkot, Arakkonam,
District: Raipur, Taluka: Jafrabad, District:Vellore,
Chhattisgarh – 493195 District: Amreli, Tamil Nadu–631003
Tel: 07726-281217/218/221 Gujarat – 365540 Tel: 04177–293291
Fax: 07726-281572 Tel: 02794-245103
Fax: 02794-245110
Jharsuguda Cement Works Magdalla Cement Works Ratnagiri Cement Works
Near Dhutra Railway Station, Near Magdalla Port, MIDC Industrial Estate,
P.O. Arda, Dumas Road, Zadgaon Block,
District: Jharsuguda, District: Surat, District: Ratnagiri,
Orissa – 768202 Gujarat – 395007 Maharashtra – 415639
Tel: 06645-283104/105 Tel: 0261-2725175 Tel: 02352-223679
Fax: 06645-283108/110 Fax: 0261-2726952 Fax: 02352-221807
West Bengal Cement Works Ginigera Cement Works
Near EPIP, Muchipara, Ginigera Village
Post: Rajbandh, Koppal Gangavthi Road,
Durgapur, Taluq & District: Koppal,
West Bengal - 713212 Karnataka
Tel: 0343-2533030 Tel: 08539-286575/574
Fax: 0343-2533358 Fax: 08539-286572
20. Investor Correspondence:
Registered Office Registrar & Transfer Agent (RTA)
UltraTech Cement Limited Sharepro Services (India) Private Limited
“B” Wing, Ahura Centre, 13AB, Samhita Warehousing Complex,
2nd Floor, Mahakali Caves Road, 2nd Floor, Sakinaka Telephone Exchange Lane,
Andheri (East), Off Andheri Kurla Road, Sakinaka, Andheri (East),
Mumbai – 400093 Mumbai – 400072
Tel: (022) 66917800 Tel: (022) 67720300/67720400
Fax: (022) 66928109 Fax: (022) 28591568/28508927
Email: sharesutcl@adityabirla.com; Email: utcl@shareproservices.com
kamal.r@adityabirla.com satishp@shareproservices.com
Contact Person: Mr. Kamal Rathi Contact Person: Mr. Satish Poojari
Email for investor correspondence under SEBI requirements: sharesutcl@adityabirla.com

43
21. Other Useful Information for Shareholders: of inward instructions and efficiency in
handling bulk transactions.
Unpaid/Unclaimed Dividends
To enable remittance of dividend through
Dividend warrants in respect of the dividend NECS, Members are requested to provide
declared in July, 2009 have been their new account number allotted to them
despatched to the shareholders at the by their respective banks after
addresses registered with the Company. implementation of CBS. The account number
Those shareholders who have not yet must be provided to the Company or its RTA
received the dividend warrants may please in respect of shares held in physical form
write to the Company or its RTA for further and to the Depository Participants in respect
information in this behalf. Shareholders who of shares held in electronic form.
have not encashed the warrants are
requested to do so by getting them Share Transfer / Dematerialisation
revalidated from the Registered Office of
the Company or its RTA. 1. Share transfer requests are acted upon
within 12 days from the date of their
Pursuant to Sections 205A & 205C of receipt by the Company or its RTA. In
the Companies Act, 1956 (the “Act’’), case no response is received from the
unclaimed dividend for the financial year Company within 30 days of lodgement
2003-04 which shall remain unpaid / of transfer request, the lodger should
unclaimed over a period of 7 years is to immediately write to the Company or its
be statutorily transferred to Investor RTA with full details so that necessary
Education and Protection Fund (IEPF). action could be taken to safeguard
Shareholders who have not claimed the interest of the concerned against any
dividend for this period are requested possible loss / interception during postal
to lodge their claim with the Company transit.
or its RTA, as once unclaimed dividend
is transferred to IEPF, no claim by the 2. Dematerialisation requests duly
shareholders shall lie in respect thereof completed in all respects are normally
against IEPF or the Company. processed within 7 days from the date
of their receipt by the Company or its
‘‘ECS/NECS” RTA.
The Company uses ‘‘Electronic Clearing 3. Equity Shares of the Company are under
Service’’ (ECS) facility for remitting dividend compulsory demat trading by all
to its shareholders wherever available. investors. Considering the advantages
of scripless trading, shareholders are
In terms of a notification issued by the
requested to consider dematerialisation
Reserve Bank of India, with effect from
of their shareholding so as to avoid
1st October, 2009, remittance of dividend
inconvenience in future.
through ECS is replaced by “National
Electronic Clearing Service” (NECS). Banks 4. The equity shares of the Company have
have been instructed to move to the NECS been admitted with the National
platform. The advantages of NECS over ECS Securities Depository Limited (NSDL) and
include faster credit of remittance to the Central Depository Services (India)
beneficiary’s account, coverage of more Limited (CDSL) bearing ISIN No.
bank branches and ease of operations. INE481G01011.
NECS essentially operates on the new and Correspondence with the Company
unique bank account number, allotted by
banks post implementation of Core Banking Shareholders / Beneficial Owners are
Solutions (CBS) for centralised processing requested to quote their Folio Number / DP

44
& Client ID Numbers as the case may be, details (if not provided earlier) to the
in all correspondence with the Company. Company or its RTA (if shares held in
All correspondence regarding shares & physical form) or to DP (if shares held
debentures of the Company should be in electronic form), as the case may be,
addressed to the Company or its RTA. for printing of the same on their dividend
warrants.
Non-Resident Shareholders
4. In case of loss/misplacement of shares,
Non-resident shareholders are requested to shareholders should immediately lodge
immediately notify: a FIR/Complaint with the Police and
inform the Company or its RTA along
• Indian address for sending all
with original or certified copy of FIR/
communications, if not provided so far;
Acknowledged copy of Police complaint.
• Change in their residential status on
5. For expeditious transfer of shares,
return to India for permanent settlement;
shareholders should fill in complete and
• Particulars of their NRE Bank Account correct particulars in the transfer deed.
with a bank in India, if not furnished Wherever applicable, registration
earlier. number of Power of Attorney should also
be quoted in the transfer deed at the
Others appropriate place.

1. In terms of the Regulations of NSDL and 6. Shareholders are requested to keep


CDSL, the bank account details of record of their specimen signature before
Beneficial Owners of shares held in lodgement of shares with the Company
electronic form will be printed on the to obviate possibility of difference in
dividend warrants as furnished by the signature at a later date.
Depository Participants(DP). The
Company will not entertain any request 7. Shareholders of the Company who have
for change of bank details printed on multiple accounts in identical name(s)
their dividend warrants. In case of any or holding more than one share
changes in your bank details, please certificate in the same name under
inform your DP immediately. different ledger folio(s) are requested to
apply for consolidation of such folio(s)
2. Shareholders holding shares in physical and send the relevant share certificates
form are requested to notify to the to the Company or its RTA.
Company or its RTA, change in their
address/pin code number and bank 8. Section 109A of the Act extends
account details promptly by written nomination facility to individuals holding
request under the signatures of sole/ shares in physical form in companies.
first joint holder. Beneficial Owners of Shareholders, in particular, those holding
shares held in electronic form are shares in single name, may avail of the
requested to send their instructions above facility by furnishing the
regarding change of name, change of particulars of their nominations in the
address, bank details, nomination, prescribed Nomination Form which can
power of attorney, etc. directly to their be obtained from the Company or its
DP as the same are maintained by the RTA or download the same from the
DP. Company’s website.

3. To prevent fraudulent encashment of 9. Shareholders are requested to give us


dividend warrants, shareholders are their valuable suggestions for
requested to provide their bank account improvement of our investor services.

45
10. Addresses of the redressal agencies for investors to lodge their grievances:
Ministry of Corporate Affairs (MCA) Securities and Exchange Board of India (SEBI)
‘A’ Wing, Shastri Bhawan, Plot No.C4-A,‘G’ Block,
Rajendra Prasad Road, Bandra-Kurla Complex,
New Delhi – 110001 Bandra (East), Mumbai – 400051
Tel.: (011) 23384158, 23384660, Tel.: (022) 26449000/40459000
23384659 Fax: (022) 26449016-20 / 40459016-20
Web: www.mca.gov.in Web: www.sebi.gov.in

Stock Exchanges:
Bombay Stock Exchange Limited (BSE) National Stock Exchange of India Limited (NSE)
Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, ‘G’ Block,
Dalal Street, Bandra-Kurla Complex,
Mumbai – 400001 Bandra (East), Mumbai – 400051
Tel.: (022) 22721233/34 Tel.: (022) 26598100-8114
Fax: (022) 22721919 Fax: (022) 26598120
Web: www.bseindia.com Web: www.nseindia.com

Depositories:
National Securities Depository Limited Central Depository Services (India) Limited
(NSDL) (CDSL)
Trade World, ‘A’ Wing, 4th & 5th Floors, Phiroze Jeejeebhoy Towers,
Kamala Mills Compound, 16th Floor, Dalal Street,
Lower Parel, Mumbai – 400013 Mumbai – 400001
Tel.: (022) 24994200 Tel.: (022) 22723333
Fax: (022) 24976351 Fax: (022) 22723199/22722072
Web: www.nsdl.co.in Web: www.cdslindia.com

46
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To the Member of
UltraTech Cement Limited
We have examined the compliance of the conditions of Corporate Governance by UltraTech
Cement Limited for the year ended on March 31, 2010, as stipulated in Clause 49 of the Listing
Agreement of the said Company with the Stock Exchange.
The compliance of the condition of Corporate Governance is the responsibility of the Management.
Our examination was limited to procedures and implementations thereof, adopted by the Company
for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor
an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us,
and the representations made by the Directors and the Management, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the above mentioned
Listing Agreement.
We state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For G. P. Kapadia & Co.


Chartered Accountants

Atul B. Desai
(Partner)
Membership No. 30850

Place: Mumbai
Date: 29th April, 2010

47
S u s t a i n a b i l i t y Re p o r t / I n c l u s i v e G r o w t h

Corporate Social Responsibility Policy Child care projects • Immunisation programmes


with a thrust on polio eradication • Health care
For us in the Aditya Birla Group, reaching out
for the visually impaired, and physically
to underserved communities is part of our DNA.
challenged • Preventive health through
We believe in the trusteeship concept. This entails
awareness programmes.
transcending business interests and grappling
with the “quality of life” challenges that In Sustainable Livelihood our programmes aim
underserved communities face, and working at providing livelihood in a locally appropriate
towards making a meaningful difference to them. and environmentally sustainable manner through
• Formation of Self Help Groups for women
Our vision is - “to actively contribute to the
empowerment • Vocational training through
social and economic development of the
Aditya Birla Rural Technology Parks • Agriculture
communities in which we operate. In so doing
development and better farmer focus •
build a better, sustainable way of life for the
Watershed development • Partnership with
weaker sections of society and raise the country’s
Industrial Training Institutes.
human development index” (Mrs. Rajashree Birla,
Chairperson, Aditya Birla Centre for Community In Infrastructure Development we endeavour
Initiatives and Rural Development). to set up essential services that form the
foundation of sustainable development through
Implementation process: Identification of
• Basic infrastructure facilities • Housing facilities
projects
• Safe drinking water • Sanitation & hygiene •
All projects are identified in a participatory Renewable sources of energy.
manner, in consultation with the community,
To bring about Social Change, we advocate
literally sitting with them and gauging their basic
and support • Dowryless marriage • Widow
needs. We recourse to the participatory rural
remarriage • Awareness programmes on anti
appraisal mapping process. Subsequently, based
social issues • De-addiction campaigns and
on a consensus and in discussion with the village
programmes • Espousing basic moral values.
panchayats, and other influentials, projects are
prioritised. Activities, setting measurable targets with
timeframes and performance management
Arising from this, the focus areas that have
emerged are Education, Health care, Sustainable Prior to the commencement of projects, we carry
livelihood, Infrastructure development, and out a baseline study of the villages. The study
espousing social causes. All of our community encompasses various parameters such as –
projects are carried out under the aegis of The
Aditya Birla Centre for Community Initiatives and
Rural Development. Our Vision is “to actively contribute to
In Education, our endeavour is to spark the the social and economic development of
desire for learning and knowledge at every stage
the communities in which we operate.
through • Formal schools • Balwadis for
elementary education • Quality primary In so doing build a better, sustainable
education • Aditya Bal Vidya Mandirs • Girl way of life for the weaker sections of
child education • Adult education programmes.
society and raise the country’s human
In Health care our goal is to render quality
development index”
health care facilities to people living in the
villages and elsewhere through our Hospitals – Mrs. Rajashree Birla
• Primary health care centres • Mother and

48
health indicators, literacy levels, sustainable
livelihood processes, population data - below
the poverty line and above the poverty line, state
of infrastructure, among others. From the data
generated, a 1-year plan and a 5-year rolling
plan are developed for the holistic and integrated
development of the marginalised. These plans
are presented at the Annual Planning and
Budgeting meet. All projects are assessed under
the agreed strategy, and are monitored every
quarter, measured against targets and budgets. Women self-help group
Wherever necessary, midcourse corrections are In collaboration with FICCI, we have set up
affected. Aditya Birla CSR Centre for Excellence to make
CSR an integral part of corporate culture.
Organisational mechanism and
The Company engages with well established and
responsibilities
recognised programs and national platforms
The Aditya Birla Centre for Community Initiatives such as the CII, FICCI, ASSOCHAM to name a
and Rural Development provides the vision under few, given their commitment to inclusive growth.
the leadership of its Chairperson, Mrs. Rajashree
Birla. This vision underlines all CSR activities. Budgets
Every Manufacturing Unit has a CSR Cell. Every A specific budget is allocated for CSR activities.
Company has a CSR Head, who reports to the This budget is project driven.
Group Executive President (Communications &
CSR) at the Centre. At the Company, the Business Information dissemination
Director takes on the role of the mentor, while The Company’s engagement in this domain is
the onus for the successful and time bound disseminated on its website, Annual Reports, its
implementation of the projects is on the various house journals and through the media.
Unit Heads and CSR teams. To measure the
Management Commitment
impact of the work done, a social satisfaction
survey / audit is carried out by an external Our Board of Directors, our Management and
agency. all of our employees subscribe to the philosophy
of compassionate care. We believe and act on
an ethos of generosity and compassion,
Partnerships
characterised by a willingness to build a society
Collaborative partnerships are formed with the that works for everyone. This is the cornerstone
Government, the District Authorities, the village of our CSR policy.
panchayats, NGOs and other like-minded Our Corporate Social Responsibility policy
stakeholders. This helps widen the Company’s conforms to the Corporate Social Responsibility
reach and leverage upon the collective expertise, Voluntary Guidelines spelt out by the Ministry of
wisdom and experience that these partnerships Corporate Affairs, Government of India in
bring to the table. collaboration with FICCI (2009).

49
Towards inclusive growth Nearly 8,000 children were immunised against
A snapshot of your Company’s work tuberculosis, diphtheria, tetanus and measles.
Your Company’s CSR activities extend to 127 Over 5,000 expectant mothers were provided
villages, in proximity to its plants, across the pre and post natal care at Jafrabad, Awarpur,
country. Hirmi, Jharsuguda and Tadipatri.
Health Care More than 590 couples have opted for planned
families and responsible parenting at Tadipatri,
At the rural medical camps organised for general
Awarpur, Jharsuguda, Kovaya and Jafrabad.
health check-ups 46,873 villagers were
examined. Those afflicted with serious ailments Education
were taken to your Company’s hospitals for Your Company supports the education of the
treatment. girl child. This year we were able to persuade
Intra-ocular lens surgery benefited 640 cataract the parents of 176 girls who had dropped out
patients at Hirmi, Awarpur, Tadipatri and from their schools in the villages to enlist again
Jafrabad. Spectacles were provided to 540 in schools at Awarpur and Jharsuguda.
beneficiaries.
Uniforms, books and bags have been distributed
The Oral health care programme benefited 227 to 7,027 children in the rural areas. Visual
patients. educational aids and lab equipment was
Over 20 patients were operated for cleft lips. given to schools at Awarpur, Hirmi, Kovaya,
To sensitise people on the dangers of HIV/AIDS Tadipatri, Jharsuguda, Jafrabad, Durgapur
and its prevention, awareness programmes were and Ratnagiri.
conducted at Hirmi, Awarpur, Tadipatri, We continue to provide informal education to
Jharsuguda, Kovaya and Jafrabad. These were 217 adult women.
attended by 3,216 people.
Our talent search programs and Pratibha
Sessions on TB awareness and treatment were Protshahan Samaroha drew 404 students from
attended by 3,210 persons at Hirmi, Awarpur Hirmi, Tadipatri, Awarpur, Kovaya and
and Jharsuguda. Jharsuguda.
Over 2,175 children participated in general At our balwadis 330 children learn the basics of
health check-up camps organised at Hirmi, pre-primary education.
Awarpur and Kovaya.
At Awarpur, Hirmi and Tadipatri 268 colleagues
donated blood.
At medical camps to treat Orthopaedic, Cardiac
related problems, skin diseases and ENT, 2,793
patients felt advantaged.
A senior citizens health check-up covered 351
patients at Awarpur.
Mother and Child Care
We administered 40,000 polio doses to children
at Hirmi, Awarpur, Tadipatri, Kovaya, Jafrabad,
Jharsuguda, Durgapur and Ratnagiri. Pratibha Protshahan Samaroha

50
Free coaching classes at Hirmi, Tadipatri, Kovaya
and Awarpur proved a boon to 1,083 students.
Career counseling sessions held at Jafrabad,
Hirmi, Awarpur and Kovaya drew 4,312 students.

Safe drinking water and sanitation


Safe Drinking Water Programmes at Tadipatri,
Hirmi, Awarpur, Kovaya and Jafrabad have
helped 30,000 people access clean drinking
water.
Eye check-up camp
More than 800 people benefited from improved
sanitary facilities at Jharsuguda, Tadipatri and
Awarpur. Awarpur 621 farmers have been trained in the
latest agricultural techniques of plumgrafting, soil
Infrastructure health and vermin compost. This was done in
To conserve water and support agriculture, collaboration with the local agricultural
9 ponds and check dams were repaired for both technology management centres.
agriculture and domestic use at Jafrabad, Exposure visit to centres of agricultural technology
Awarpur, Hirmi, Jharsuguda and 9 bore-wells were organised for 253 farmer club members of
were dug at Awarpur. Jafrabad, Hirmi and Kovaya, besides conducting
Approach roads were built in two villages at Krishak Khet Pathsala programme.
Tadipatri and repaired in 7 villages at other Our 152 Self Help Groups across all your
locations. Company’s Units have led to the empowerment
Streetlights were provided in 4 villages at of 1,598 women.
Jharsuguda and Tadipatri. Social Empowerment
Sustainable livelihood Mass marriages conducted at Jafrabad united
At the Hirmi skill development centre 675 22 couples.
youngsters received training in photography, At the macro level
videography, motor driving, computer
application, sewing and dressmaking. A training To embed CSR as a way of life in organisations,
course on basic tailoring was imparted to 295 we have set up the FICCI – Aditya Birla CSR
women at Tadipatri, Jafrabad and Kovaya. Centre for Excellence (Delhi).
Alongside, 30 widows were rehabilitated at In line with our commitment to sustainable
Awarpur through training in tailoring and development, we have partnered the Columbia
provision of sewing machines. University in establishing the Columbia Global
Centre’s Earth Institute in Mumbai.
To promote sustainable agriculture, at
Jharsuguda, a farmers mela (Fair) was organised. In our work among the underprivileged, our goal
Farmers from 22 villages actively participated in is to bring in inclusive growth, collaborating with
the mela. At Jafrabad, Kovaya, Hirmi and the Government and other stakeholders.

51
E n v i r o n m e n t Re p o r t

Green surrounding at a Unit


The challenges that the world faces on Your Company’s Units continue to validate its
environment conservation, are indeed alarming. energy efficiency, kiln reliability and productivity
Just to highlight a few – climate change, the based on data from Global Benchmarking
severity of droughts and floods, their impact on Surveys, conducted annually by Whitehopleman
rain fed agriculture, the emission of greenhouse – an independent UK based consulting firm.
gases and our ability to pursue sustainable
development. We in India are no exception to Our environmental auditors help us in assessing
these issues. Environment conservation and the condition of the environment we influence,
sustainable development are continuously on and prioritise actions to reduce risks to the
your Company ’s radar. Hence these are environment and demonstrate our accountability
integrated into its business strategies as well as to third parties. The rigorous in-depth
its efforts towards fostering inclusive growth environmental audits of our plants by KPMG
through its rural development and community Peat Maverick, Det Norkse Veritas, the State
initiatives. Pollution Control Board’s certified auditors and
On the environment conservation front, your Environmental Systems auditors reconfirm our
Company is greatly advantaged by its linkages sense of responsibility and accountability.
with its parent Company, Grasim Industries
Your Company’s Units are ISO14001 EMS,
Limited, which is a voluntary member of the
OHSAS 14001 and SA8000 certified.
Cement Sustainability Initiative (CSI). The CSI
Transcending regulatory norms, your Company
sets common measures and is a knowledge
has stepped up the accelerator, evolving
networking forum on environmental impact
innovative ways to preserve the environment and
issues. Your Company’s sustainable development
manage resources responsibly. Clean
program is in sync with the parameters of the
technologies and processes that combine both
CSI.

52
economic progress and sustainable environment Your Company’s Unit at Kovaya is the only
remain on top of mind at your Company’s Units. Unit in this sector in India to have a
desalination plant. It is used for meeting the
Your Company’s thrust on use of alternative fuels
water needs of the plant and the colony. The
is gaining momentum. We have been unrelenting
waste gases from the cooler are used in the
in our efforts to reduce consumption of fossil
desalination plant.
fuels by substituting these with wastes from other
industries. It is difficult for the waste generating
industries to safely dispose these wastes At all your Company’s Units, the treated water
generated and the only other choice is through from the sewage treated plant is used for
incineration. horticulture and process requirements as well.

We have saved using coal by recoursing to


alternative fuels such as processed municipal Rain water harvesting is a priority area. Water
solid waste, agro waste, tyre chips and used bodies in the catchment areas for rainwater
polythene and plastics. In 2009-10, we storage and ground water recharging have been
substituted the use of natural resources with set up. At the same time in shopping complexes,
20,000 tons of waste materials as fuel, hospital roofs, school and mine offices at our
equivalent to 10,000 tons of coal burning every Unit locations, rain water harvesting system has
day. This has helped our environmental been instituted. These effectively recharges rain
conservation efforts significantly. We are building water in the bore wells and helps maintain
competency and installing machinery at our Units ground water levels.
to handle waste fuels in the most eco-friendly
manner. While we had planned the development of
greenbelt cover of 11 hectares, we were able to
Your Company’s Units at Kovaya and Jafrabad spread it to 15 hectares, which gives us a lot of
in Gujarat are among the largest users of satisfaction. We have also initiated a Jetropha
shipping in the cement industry. The sea route is project at our mines.
the most cost effective and environmentally
friendly transport for delivering cement and
clinker in the coastal and export markets. These The greenbelt at our Units is simply awesome
Units also receive incoming raw material and and is surrounded by trees all around. At some
fuel sources such as gypsum, iron ore, coal and points, you cannot even see the skyline. Only
petcoke at its captive berth. In this way green the leaves and the flowers and hear the
house gas emission in the environment is cacophony of the birds. When you walk through
contained. this wooded ambience, you can never imagine
that there would be a plant in the midst of
Surface miners have been deployed, facilitating nature. Our Board, our Management and all of
production of limestone from the mines up to our colleagues are committed to living in
40% in a dust free manner. harmony with nature.

53
D i r e c t o r s ’ Re p o r t t o t h e S h a r e h o l d e r s

Dear Shareholders,

Your Directors present the Tenth Annual Report together with the Audited Accounts of your Company
for the year ended 31st March, 2010.

FINANCIAL RESULTS
(Rs. in crores)
2009-10 2008-09
Gross Turnover 7,729.13 7,160.42
Gross Profit 1,976.24 1,684.46
Less: Depreciation 388.08 323.00
Profit Before Tax 1,588.16 1,361.46
Tax Expenses 494.92 384.44
Profit after tax 1,093.24 977.02
Add: Balance brought forward from Previous Year 2,438.40 1,598.12
Surplus available for appropriation 3,531.64 2,575.14
Appropriation
Debenture Redemption Reserve (34.83) (36.08)
General Reserve 750.00 100.00
Dividend 74.69 62.24
Corporate tax on Dividend 12.41 10.58
Balance transferred to Balance Sheet 2,729.37 2,438.40
Total 3,531.64 2,575.14

OVERVIEW AND REVIEW OF OPERATIONS

The impact of the global financial crises continued materialisation of new capacities resulted in the
to be felt in the financial year under review. The industry posting healthy growth.
Indian economy witnessed challenging times as
Against this background, your Company has
a result of high cost of credit and fall in capital
produced 17.64 MMT of cement (15.87 MMT).
markets that stoked the sluggishness in the
Effective capacity utilisation was 88% (96%) on
economy. However, the stimulus packages
an expanded capacity. The aggregate sales
announced by the Government together with the
volume at 20.21MMT (18.16 MMT) was higher
initiatives for boosting rural development,
by 11%.
infrastructure and housing aided in the revival of
the economy. The cement industry also benefitted Your Company’s gross turnover at Rs. 7,729.13
on account of the measures adopted by the crores was up by 8% compared to Rs. 7,160.42
Government. This, together with some delay in crores achieved in the previous year. Profit after

54
tax stood at Rs. 1,093.24 crores (Rs. 977.02 High Court, the equity shareholders, secured
crores) after providing for depreciation – creditors (including debentureholders) and
Rs. 388.08 crores (Rs. 323 crores) and unsecured creditors of your Company have also
tax – Rs. 494.92 crores (Rs. 384.44 crores). approved the Scheme with requisite majority.
Cash profit was higher at Rs. 1,589.12 crores Petitions have been filed by your Company and
(Rs. 1,480.60 crores). Samruddhi respectively, in the Hon’ble Bombay
High Court and the Hon’ble High Court of Gujarat
DIVIDEND for the sanction of the Scheme. The Appointed
Date of the Scheme is 1st July, 2010 or such other
Your Directors recommended a dividend of date as may be determined by the Board of
Rs. 6/- per equity share (Rs.5/- per equity share) Directors of your Company and Samruddhi.
of Rs.10/- each for the year ended 31st March,
2010. The dividend distribution would result in a Upon the effectiveness of the Scheme,
cash outgo of Rs. 87.10 crores (including tax on shareholders of Samruddhi will receive 4 (four)
dividend of Rs. 12.41 crores) compared to equity shares of your Company of face value
Rs. 72.82 crores (including tax on dividend of Rs.10/- each fully paid-up for every 7 (seven)
Rs. 10.58 crores) paid for the year 2008-09. equity shares of Samruddhi of face value Rs. 5/-
each fully paid-up.
SCHEME OF AMALGAMATION
The amalgamation of Samruddhi with your
During the year under review, the Board of Company will be effective upon receipt of the
Directors of your Company’s holding Company approval from the respective High Courts and the
i.e. Grasim Industries Limited (“Grasim”) approved effectiveness of the Scheme of Arrangement
the demerger of its cement business comprising between Samruddhi and Grasim as mentioned
of cement, ready mix concrete, white cement and above.
other cement related products and activities into
Samruddhi Cement Limited (“Samruddhi”), its Upon amalgamation, your Company will be able
wholly owned subsidiary. The demerger is to derive economies of scale and create a platform
proposed to be undertaken pursuant to a Scheme for future substantial growth with the continuing
of Arrangement under Section 391-394 and other parentage of Grasim. Your Company will have a
relevant provisions of the Companies Act, 1956 pan India presence and will also add to its
(the “Act”). portfolio the speciality products of white cement
and wallcare putty. The balance sheet of your
Subsequently, Samruddhi’s Board of Directors Company will swell in size as well.
submitted a proposal to the Board of your
Company for considering consolidation of the CORPORATE DEVELOPMENT
cement business.
With the intention of growing in the Indian Ocean
With a view to enhance shareholder value and rim, your Company ’s Board has approved
create a focused entity engaged in the cement acquisition of management control of ETA Star
business, the Board of Directors of your Company Cement Company LLC, Dubai together with its
have at its meeting held on 15th November, 2009 operations in United Arab Emirates (UAE), Bahrain
approved a Scheme of Amalgamation (“the and Bangladesh. This acquisition will be financed
Scheme”) of Samruddhi with your Company by capitalisation of ‘UltraTech Cement Middle East
pursuant to the provisions of Sections 391 to 394 Investments Limited’ (“UCMEIL”), your Company’s
of the the Act. wholly-owned subsidiary in UAE.
Further, at separate meetings held on 19th March, ETA Star Cement’s manufacturing facilities include
2010 under the direction of the Hon’ble Bombay a 2.3 mtpa clinkerisation plant and 2.1 mtpa of

55
cement grinding capacity in the UAE, 0.4 mtpa Energy Development Corporation of
and 0.5 mtpa of cement grinding capacity in Andhra Pradesh;
Bahrain and Bangladesh respectively.
• First prize for mines operations and
UCMEIL alongwith its local associates will acquire maintenance of machinery and overall
equity stake in the above entities and consequently performance in the Mines Safety Week –
gain management control. 2009 for APCW from Directorate General
of Mines Safety;
Your Company currently exports cement and
clinker to the Middle-East. With this acquisition, RESEARCH AND DEVELOPMENT
it will gain direct access to the markets in the
Middle-East and adjoining regions. Your Company’s Research and Development
efforts continue to be focused on development of
The acquisition is likely to be completed by the
new products and processes, that create value
end of Q1FY11.
for its customers.
EMPLOYEE STOCK OPTION SCHEME
While meeting customer needs is at the centre of
During the year 42,019 options vested in eligible all R&D activities, your Company is committed to
employees of your Company. Further, the ESOS sustainable development and looks for new ways
Compensation Committee has allotted 1,200 to preserve the environment and manage
equity shares of Rs.10/- each of your Company resources responsibly. Towards this, your
to an Option Grantee pursuant to the exercise of Company continues to maximise use of industrial
stock options under your Company’s Employee waste, alternative sources of fuel and chemicals
Stock Option Scheme. and mineral evaluation of captive limestone
reserves.
The disclosure, as required under Clause 12 of
Securities and Exchange Board of India (Employee HUMAN RESOURCES
Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 is set out in Your Company continuously strives to foster a
Annexure I to this Report. culture of high performance. Your Management
has infused a lot of rigor and intensity in its people
AWARDS
development processes and in honing skill sets.
Your Company was the recipient of the following Its HR processes are absolutely aligned to
awards during the year: organisational goals.

• Top Exporter Award from CAPEXIL for the The implementation of People Soft HRMS (Human
thirteenth consecutive year; Resource Management System), the variable pay
plan and job bands have been institutionalised.
• Best Thermal Energy Performance for the
year 2008-09 in energy conservation and Ongoing learning, refreshing HR systems in line
performance for Andhra Pradesh Cement with global benchmarks, aligning rewards and
Works (APCW) from National Council for recognition with performance, have enabled your
Cement and Building Materials; Company sustain its reputation of a meritocratic
• Energy efficient unit in energy organisation.
conservation for APCW from
The Group’s Corporate Human Resources
Confederation of Indian Industry;
function has played and continues to play an
• First prize for Energy Conservation 2008- integral role in your Company ’s Talent
09 for APCW from Non-conventional Management Processes.

56
CORPORATE GOVERNANCE Your Company has not accepted any fixed
deposits and, as such, no amount of principal or
Your Directors reaffirm their continued interest on fixed deposit was outstanding as of
commitment to good corporate governance the balance sheet date.
practices. During the year under review, your
Company was in compliance with the provisions ENERGY, TECHNOLOGY AND FOREIGN
of Clause 49 of the Listing Agreement with EXCHANGE
the stock exchanges relating to corporate
governance. Information on conservation of energy, technology
absorption and foreign exchange earnings and
A separate section on Corporate Governance outgo, required to be disclosed pursuant to section
together with a certificate from your Company’s 217(1)(e) of the Act read with the Companies
Statutory Auditors forms a part of this Annual (Disclosure of Particulars in the Report of the Board
Report. of Directors) Rules, 1988 is given in Annexure II
and forms part of this Annual Report.
SUBSIDIARY COMPANIES
PARTICULARS OF EMPLOYEES
During the year under review, your Company
incorporated a wholly-owned subsidiary Company In accordance with the provisions of Section
in UAE in the name of “UltraTech Cement Middle 217(2A) of the Act read with the Companies
East Investments Limited” (“UCMEIL”). (Particulars of Employees) Rules, 1975, the names
and other particulars of employees are to be set
In terms of Section 212 of the Act, the Accounts out in the Directors’ Report, as an addendum
together with the Report of Directors and the thereto. However, as per the provisions of Section
Auditor’s Report of your Company’s subsidiaries 219(1)(b)(iv) of the Act, the Report and Accounts
viz. Dakshin Cements Limited, UltraTech Cement as set out therein, are being sent to all Members
Lanka (Pvt) Limited and UCMEIL are appended of your Company excluding the aforesaid
to this Annual Report. information about the employees. Any Member,
who is interested in obtaining such particulars
CONSOLIDATED FINANCIAL STATEMENTS about employees, may write to the Company
Secretary at the Registered Office of your
The Consolidated Financial Statements have been Company.
prepared in accordance with the provisions of
Accounting Standards 21, 27 and other DIRECTOR’S RESPONSIBILITY STATEMENT
applicable Accounting Standards issued by the
Institute of Chartered Accountants of India and The Audited Accounts for the year under review
the provisions of the Listing Agreement with the are in conformity with the requirements of the Act
stock exchanges and forms part of the Annual and the Accounting Standards. The financial
Report. statements reflect fairly the form and substances
of transactions carried out during the year under
FINANCE review and reasonably present your Company’s
financial condition and results of operations.
Your Company has repaid debentures amounting
to Rs. 300 crores. Your Directors confirm that:

CRISIL has re-affirmed the “AAA/Stable/P1+” I. in the preparation of the Annual Accounts,
rating for your Company’s long term borrowings applicable accounting standards have been
and bank loan facilities. Your Company has followed along with proper explanations
adequate liquidity and a strong balance sheet. relating to material departures, if any;

57
II. the accounting policies selected have been Resolutions seeking your approval on these items
applied consistently and judgments and are included in the Notice convening the Annual
estimates are made that are reasonable and General Meeting together with a brief resume of
prudent so as to give a true and fair view of the Directors being appointed/re-appointed.
the state of affairs of your Company as at
AUDITORS
31st March, 2010 and of the profit of your
Company for the year ended on that date; M/s. Deloitte Haskins & Sells, Chartered
Accountants, Mumbai and M/s. G.P. Kapadia &
III. proper and sufficient care has been taken for Co., Chartered Accountants, Mumbai were
the maintenance of adequate accounting appointed Joint Statutory Auditors of your
records in accordance with the provisions of Company from the conclusion of the previous
the Act for safeguarding the assets of your Annual General Meeting until the conclusion of
Company and for preventing and detecting the ensuing Annual General Meeting. Being
frauds and other irregularities; eligible, they offer themselves for re-appointment
as auditors of your Company.
IV. the Annual Accounts of your Company have
been prepared on a going concern basis. The Board proposes the re-appointment of
M/s. Deloitte Haskins & Sells, Chartered
DIRECTORS Accountants, Mumbai and M/s. G.P. Kapadia &
Co., Chartered Accountants, Mumbai as Joint
Mr. S. Misra was re-appointed as Managing
Statutory Auditors of your Company based on the
Director of your Company for a period from
recommendation of the Audit Committee, to hold
16 th October, 2009 to 31 st March, 2010.
office from the conclusion of the ensuing Annual
Mr. Misra retired as Managing Director on
General Meeting until the conclusion of the next
31st March, 2010. Consequently, he also stepped
Annual General Meeting.
off from your Company’s Board with effect from
the close of business hours on that date. The Board The Board also proposes the re-appointment of
places on record its deep appreciation for the M/s. Haribhakti & Co., Chartered Accountants,
services rendered by Mr. Misra during his tenure Mumbai as the Branch Auditor of your Company’s
as Managing Director of your Company. Unit’s at Jafrabad and Magdalla in Gujarat and
Ratnagiri in Maharashtra, based on
Mr. O. P. Puranmalka was appointed as an recommendation of the Audit Committee, to hold
Additional Director with effect from 16th January, office from the conclusion of the ensuing Annual
2010 to hold office till the conclusion of the General Meeting until the conclusion of the next
ensuing Annual General Meeting. Notice pursuant Annual General Meeting. In terms of the
to Section 257 of the Act has been received from provisions of the Act, the Board also seeks your
a Member proposing Mr. Puranmalka for approval for the appointment of Branch Auditors
appointment as Director of your Company. in consultation with your Company’s Statutory
Auditors for any other Branch/Unit/Division of
Mr. Puranmalka has also been appointed as
your Company, which may be opened/acquired/
Whole-time Director of your Company with effect
installed in future in India or abroad.
from 1st April, 2010 on retirement of Mr. Misra.
Resolutions seeking your approval on these items
Mr. N. J. Jhaveri, Mrs. Rajashree Birla and are included in the Notice convening the Annual
Mr. V. T. Moorthy retire from office by rotation General Meeting.
and being eligible, offer themselves for
re-appointment. The observation made in the Auditor’s Report are
self-explanatory and therefore, do not call for any
The Board recommends the above appointments. further comments under Section 217(3) of the Act.

58
COST AUDITORS We very warmly thank all of our employees for
their contribution to your Company ’s
Pursuant to the provision of Section 233B of performance. We applaud them for their superior
the Act, your Directors have appointed levels of competence, dedication and commitment
M/s. N. I. Mehta & Co., Cost Accountants, to your Company.
Mumbai as the Cost Auditors to conduct the Cost
Audit of your Company for the financial year
ending 31st March, 2011, subject to the approval For and on behalf of the Board
of the Central Government.

APPRECIATION

Your Directors wish to take this opportunity to


express their deep sense of gratitude to the banks,
financial institutions, stakeholders, business Kumar Mangalam Birla
associates, Central and State Governments for Chairman
their co-operation and support and look forward Mumbai
to their continued support in future. 29th April, 2010

59
Annexure I

Disclosure pursuant to Clause 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999

Particulars ESOS – 2006


Tranche I [23rd August, 2007] Tranche II [25th January, 2008]
a. No. of options granted 99,010 69,060
b. The Pricing formula The exercise price is the average price The exercise price is the average
of the equity shares of the Company price of the equity shares of the
in the immediate preceding seven days Company in the immediate preceding
period (at a stock exchange as seven days period (at a stock exchange
determined by the ESOS Compensation as determined by the ESOS
Committee) on the date prior to the Compensation Committee) on the
date on which the ESOS Compensation date prior to the date on which the
Committee finalised the specific number ESOS Compensation Committee
of options to be granted to the finalised the specific number of
employees, discounted by 30%. options to be granted to the
employees, discounted by 2%.
Exercise Price : Rs. 606/- per option Exercise Price : Rs. 794/- per option
c. Options vested 49,505 34,530
d. Options exercised 1,200 Nil
e. The total number of shares 1,200 Not Applicable
arising as a result of exercise
of the options
f. Options lapsed 8,160 25,825
g. Variation of terms of options Nil Nil
h. Money realised by exercise Rs. 7,27,200/- Not Applicable
of options
i. Total number of options
in force:
– Vested 49,505 34,530
– Unvested 41,345 8,705
j. Employee wise details of
options granted to:
i. Senior Managerial Personnel
Mr. S. Misra, 24,480 25,825
Managing Director
ii. Any other employee who Nil Nil
receives a grant in any one
year of option amounting to
5% or more of option
granted during that year
iii. Identified employees who Nil Nil
were granted option, during
any one year, equal to or
exceeding 1% of the issued
capital (excluding outstanding
warrants and conversions)
of the company at the time
of grant
k. Diluted Earnings Per Share
(EPS) pursuant to issue of shares
on exercise of option calculated Not Applicable
in accordance with Accounting
Standard (AS) 20
‘Earning Per Share’

60
l. Where the company has The Company has calculated the employee compensation cost using the
calculated the employees intrinsic value method of accounting to account for options issued under the
compensation cost using the ESOS – 2006.
intrinsic value of the
stock options:
i. the difference between the Employee compensation cost:
employee compensation cost - intrinsic value based Rs. 0.34 crores
so computed and the - fair value based Rs. 0.72 crores
employee compensation cost
that shall be recognised if it Difference Rs. 0.38 crores
had used the fair value of
the options shall be disclosed
ii. The impact of this difference: Reported Adjusted
– on profits Net Profit Rs. 1,093.24 crores Rs. 1,092.86 crores

– EPS Basic: Rs. 87.82 Rs. 87.79


Diluted: Rs. 87.79 Rs. 87.76
m. Weighted average exercise
price of options:
i. equal to market price of —
the stock
ii. less than market price of Rs. 683/-
the stock
Weighted average fair
value of options:
i. equal to market price of
the stock —
ii. less than the market price
of the stock Rs. 462/-
n. A description of the method
used during the year to estimate Black – Scholes Method
the fair values of options.
Significant assumptions used
during the year to estimate
the fair value of options
including the following
weighted average information:
i. Risk – free interest rate 8%
ii. Expected life Period up to vesting plus the average of the exercise period corresponding to
each vesting.
iii. Expected volatility Implied volatility of the Company’s stock prices on NSE based on the price
data of last one year up to the date of grant
Tranche I = 49%
Tranche II = 52%
iv. Expected dividend Adjustment of the closing price of the Company’s share on the NSE for the
expected dividend yield over the expected life of the options (dividend for FY
2006-07 and a growth factor have been considered, which are then discounted
and an average present value of dividend ascertained)
v. The price of the underlying Rs. 829/-
share in the market at the
time of option grant.

61
Annexure II

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,


TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTOGO AS
REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF
BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENERGY:

a) Energy Conservation Measures Taken

– Increase in blended cement production and fly ash absorption in blended cement by
optimising cement mill operations and using grinding aids.

– Installation of Variable Speed Drive Fan.

– Damring height optimisation in mills.

– Installation of Variable Frequency Drives.

b) Additional Investments and proposals, if any, being implemented for reduction of


consumption of energy

– Installation of waste heat recovery systems in preheater and cooler.

– Improvement in efficiency of process fans.

– Cooler modification for recovery of cooler heat losses

c) Impact of measures at (a) and (b) above for reduction of energy consumption and
consequent impact on the cost of production of goods

The above measures helped in reduction of power consumption and utilisation of waste
and shall continue to help in reduction of power and fuel consumption.

d) Total energy consumption and energy consumption per unit of production

As per FORM-A of this Annexure.

B. TECHNOLOGY ABSORPTION:

Efforts made in technology absorption as per FORM-B of this Annexure.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on foreign exchange earnings and outgo is contained in Schedule 22 (6) and
(5) of the Accounts.

62
FORM - A
( See Rule 2 )
Form for disclosure of particulars with respect to conservation of energy

A. POWER AND FUEL CONSUMPTION


Current Year Previous Year
2009-10 2008-09
1. Electricity:
(a) Purchased
Units 000 Kwh 361072 817938
Total Amount Rs. crores 181.21 395.42
Rate/unit Rs. 5.02 4.83
(b) Own generation*
( i ) Through Diesel Generator
Units 000 Kwh 61264 99071
Units(Kwh) per Ltr. of fuel oil 3.93 3.86
Cost/Unit Rs. 6.99 6.31
( ii ) Through Steam Turbine/Generator
Units 000 Kwh 1187204 593848
Units(Kwh) per kg. of coal 1.03 0.84
Cost/Unit Rs. 3.17 3.64
( iii ) Through Steam Turbine/Generator
Units 000 Kwh 0 1394
Units (Kwh) per kg. of Naphtha 0.00 2.82
Cost/Unit Rs. 0.00 19.78
( iv ) Waste Heat Recovery System
Units 000 Kwh 13997 19481
Cost/Unit Rs. 0.40 0.37
2. Coal (Slack,Steam & ROM including lighting Coal)
For Co-generation of Steam & Power Tonnes 1313764 761121
Total Cost Rs. crores 311.61 179.94
Average rate Rs./Tonnes 2372 2364
For Process in Cement Plants
Quantity Tonnes 2201345 2308856
Total Cost Rs. crores 774.56 1016.49
Average rate Rs./Tonnes 3519 4403
3. Furnace Oil (Including Naphtha)
Quantity K. Ltrs 22692 28283
Total amount Rs. crores 48.85 59.84
Average rate Rs./K. Ltr 21527 21157
4. Light Diesel Oil (LDO)
Quantity K. Ltrs 1112 1691
Total amount Rs. crores 3.99 6.70
Average rate Rs./K. Ltr 35903 39646
5. High Speed Diesel Oil (HSD)
Quantity K. Ltrs 3154 1583
Total amount Rs. crores 11.00 5.89
Average rate Rs./K. Ltr 34861 37220

B. CONSUMPTION PER UNIT OF PRODUCTION


Electricity # Kwh /T of Cement 83.13 85.11
Furnance oil $ Ltr /T of Clinker 0.11 0.16
Coal Kcal /Kg of Clinker 709 716
* Excludes Auxillary & Wheeling
# Excludes non production power consumption
$ Furnace oil used for kiln light up
Previous years figures realigned in line with current years.

63
FORM – B
( See Rule 2 )
Form for disclosure of particulars with respect to absorption

RESEARCH AND DEVELOPMENT (R&D)


1. Specific areas in which R&D carried out by the Company
a) Design & development of portland lime stone cement.
b) Estimation of pozzolanic capability of clinker.
c) Design & development of multi-component blended cement.
d) Beneficiation of limestone having high So3 content.
e) Comparison of physical properties of cement produced in different milling systems.
f) Technical suitability study of copper slag as a raw mix component.
g) Evaluation of technical suitability for use of marble slurry in the manufacture of ordinary portland cement.

2. Benefits derived as a result of the above R&D


a) Increase in use of alternative raw material.
b) Uniform cement quality to customer.

3. Future plan of action


a) Design & development of composite cement.
b) High strength cement based binder.
c) Low energy cement.
d) Maximization of alternative fuel use.

4. Expenditure on R&D
(Rs. in crores)
2009-10 2008-09
a. Capital expenditure 1.34 4.07
b. Recurring expenditure 13.20 13.29
c. Total expenditure 14.54 17.36
d. Total R&D expenditure as % of turnover 0.21 0.27

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION


1. Efforts in brief made towards technology absorption, adaption and innovation:
• Training of plant and R&D personnel in alternative fuel testing and characterisation.
• Participation in national/ international seminars.

2. Benefits derived as results of the above efforts:


• Increased use of alternative fuels.
• Reduction in cost of cement produced.

3. Information regarding technology imported during the last 5 years: Nil

64
Financials

65
Auditors’ Report

To The Members of UltraTech Cement Limited


1. We have audited the attached Balance Sheet of ULTRATECH CEMENT LIMITED (“the
Company”) as at March 31, 2010, the Profit and Loss Account and the Cash Flow
Statement of the Company for the year ended on that date, both annexed thereto, in
which are incorporated the Returns from the Jafrabad, Magdalla and Ratnagiri units
(three units) audited by the branch auditors. These financial statements are the
responsibility of the Company’s Management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted
in India. Those Standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatements. An
audit includes examining, on a test basis, evidence supporting the amounts and the
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and the significant estimates made by the Management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the
Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give
in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report
that:
(i) we have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit;
(ii) in our opinion, proper books of account as required by law have been kept by
the Company so far as it appears from our examination of those books and
proper returns adequate for the purposes of our audit have been received from
the three units audited by the branch auditors; whose reports have been forwarded
to us and have been dealt with by us in preparing this report;
(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement
dealt with by this report are in agreement with the books of account and the
audited unit Returns;
(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in compliance with the Accounting Standards
referred to in Section 211(3C) of the Companies Act, 1956;
(v) in our opinion and to the best of our information and according to the explanations
given to us, the said accounts give the information required by the Companies
Act, 1956 in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India:

66
Auditors’ Report

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at
March 31, 2010;
(b) in the case of the Profit and Loss Account, of the profit of the Company for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the Company
for the year ended on that date.
5. On the basis of the written representations received from the Directors as on
March 31, 2010 taken on record by the Board of Directors, we report that none of the
Directors is disqualified as on March 31, 2010 from being appointed as a director in
terms of Section 274(1)(g) of the Companies Act, 1956.

For DELOITTE HASKINS & SELLS For G. P. KAPADIA & CO.


Chartered Accountants Chartered Accountants

Registration No. 117366W Registration No. 104768W

B. P. Shroff Atul B. Desai

Partner Partner
(Membership No.34382) (Membership No.30850)

Mumbai, April 29, 2010

67
Annexure to the Auditors’ Report

(Referred to in paragraph 3 of our report of even date)


(i) Having regard to the nature of the Company’s business / activities / results clauses
(x) regarding cash loss incurred by the Company, (xiii) regarding chit fund,
nidhi / mutual benefit fund / societies and (xiv) regarding dealing or trading in
shares, securities, debentures and other investments of CARO are not applicable.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.
(b) Some of the fixed assets were physically verified during the year by the
Management in accordance with a programme of verification, which in our
opinion, provides for physical verification of all the fixed assets at reasonable
intervals. According to the information and explanations given to us, no material
discrepancies were noticed on such verification.
(c) The fixed assets disposed off during the year, in our opinion, do not constitute a
substantial part of the fixed assets of the Company and such disposal has, in our
opinion, not affected the going concern status of the Company.
(iii) In respect of its inventories:
(a) As explained to us, inventories were physically verified during the year by the
Management at reasonable intervals.
(b) In our opinion and according to the information and explanations given to us,
the procedures of physical verification of inventories followed by the Management
were reasonable and adequate in relation to the size of the Company and the
nature of its business.
(c) In our opinion and according to the information and explanations given to us,
the Company has maintained proper records of its inventories and no material
discrepancies were noticed on physical verification.
(iv) According to the information and explanations given to us, the Company has neither
granted nor taken any loans secured or unsecured loans to / from companies, firms
or other parties listed in the Register maintained under Section 301 of the Companies
Act, 1956.
(v) In our opinion and according to the information and explanations given to us, there
is an adequate internal control system commensurate with the size of the Company
and the nature of its business with regard to the purchases of inventory and fixed
assets and the sale of goods and services. During the course of our audit, we have
not observed any major weaknesses in such internal control system.
(vi) To the best of our knowledge and belief and according to the information and
explanations given to us, there were no contracts or arrangements, particulars of
which needed to be entered in the Register maintained under Section 301 of the
Companies Act, 1956.
(vii) According to the information and explanations given to us, the Company has not
accepted any deposit from the public in terms of the provisions of Sections 58A and
58AA or any other relevant provisions of the Companies Act, 1956.

68
Annexure to the Auditors’ Report

(viii) In our opinion, the Company has an adequate internal audit system commensurate
with the size and the nature of the Company’s business.
(ix) We have broadly reviewed the books of account maintained by the Company pursuant
to the rules made by the Central Government for the maintenance of cost records
under Section 209(1)(d) of the Companies Act, 1956 in respect of the manufacture
of cement and are of the opinion that prima facie the prescribed accounts and
records have been made and maintained. We have, however, not made a detailed
examination of the records with a view to determining whether they are accurate or
complete. To the best of our knowledge and according to the information and
explanations given to us, the Central Government has not prescribed the maintenance
of cost records for any other product of the Company.
(x) According to the information and explanations given to us in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory
dues, including Provident Fund, Investor Education and Protection Fund,
Employees’ State Insurance, Income-Tax, Sales-Tax, Value Added Tax, Wealth
Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory
dues applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Income-tax, Wealth
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears
as at March 31, 2010 for a period of more then six months from the date they
became payable.
(c) Details of dues of Income Tax, Sales Tax, Value Added Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on
March 31, 2010 on account of disputes are given below:
Name of statute Nature of the dues Forum where Period to which Amount
dispute the amount relates
is pending (Assessment Years) (Rs. in Crores)

Sales Tax Act / Sales Tax and Supreme Court 2000-06 19.31
Value Added interest High Court 2000-01 27.39
Tax Act 2003-06
2007-08
Tribunal(s) 1985-99 15.45
1998-03
1999-02
2000-05
2002-06
Appellate Authorities 1993-03 25.09
2000-09
Assessing Officers 1990-98 43.99
2005-07
2007-09
2006-10

69
Annexure to the Auditors’ Report

Name of statute Nature of the dues Forum where Period to which Amount
dispute the amount relates
is pending (Assessment Years) (Rs. in Crores)

Central Excise Duty, High Court 2000-03 8.44


Excise Act penalty Tribunal(s) 1995-08 20.53
2005-09
2008-09
2003-04
Appellate Authorities 1994-95 5.92
1995-96
1998-04
2001-09
Assessing Officers 1994-95 42.38
1998-99
2002-03
2005-10

Service Tax Service Tax High Court 2006-07 0.05


Act Tribunal(s) 2004-09 11.96
Appellate Authorities 2004-09 0.35
Assessing Officers 2003-04 14.20
2005-09
Customs Act Custom Duty Supreme Court 2001-02 0.10
and penalty High Court 2005-06 1.22

(xi) In our opinion and according to the information and explanations given to us, the
Company has not defaulted in the repayment of dues to banks, financial institutions
and debenture holders.
(xii) In our opinion and according to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
(xiii) In our opinion and according to the information and explanations given to us, the
Company has not given guarantees for loans taken by others from banks or financial
institutions.
(xiv) In our opinion and according to the information and explanations given to us, the
term loans have been, applied for the purposes for which they were obtained, other
than temporary deployment pending application.
(xv) In our opinion and according to the information and explanations given to us, and
on an overall examination of the Balance Sheet we report that funds raised on short-
term basis have not been used during the year for long-term investment.

70
Annexure to the Auditors’ Report

(xvi) According to the information and explanations given to us and the records examined
by us, during the year, the Company has not made preferential allotment of shares to
parties and companies covered in the Register maintained under Section 301 of the
Companies Act, 1956.
(xvii) According to the information and explanations given to us, during the period covered
by our audit report, the Company has not issued any debentures.
(xviii) During the year, the Company has not raised money by issue of shares to public.
(xix) During the course of our examination of the books and records of the company,
carried out in accordance with the generally accepted auditing practices in India,
and according to the information and explanation given to us, we have neither come
across any instance of fraud on or by the company, noticed or reported during the
year nor have we been informed of such case by the management.

For DELOITTE HASKINS & SELLS For G. P. KAPADIA & CO.


Chartered Accountants Chartered Accountants

Registration No. 117366W Registration No. 104768W

B. P. Shroff Atul B. Desai

Partner Partner
(Membership No.34382) (Membership No.30850)

Mumbai, April 29, 2010

71
Balance Sheet as at March 31, 2010

Rs. in Crores
As at
Schedules March 31, 2009
SOURCES OF FUNDS
Shareholders’ Funds
Share Capital 1A 124.49 124.49
Employees Stock Options Outstanding 1B 1.99 1.68
Reserves and Surplus 2 4,482.17 3,475.93
4,608.65 3,602.10
Loan Funds
Secured Loans 3 854.19 1,175.80
Unsecured Loans 4 750.33 965.83
1,604.52 2,141.63
Deferred Tax Liabilities (net) 830.73 722.93
TOTAL 7,043.90 6,466.66

APPLICATION OF FUNDS
Fixed Assets
Gross Block 5 8,078.14 7,401.02
Less: Depreciation 3,136.46 2,765.33
Net Block 4,941.68 4,635.69
Capital Work-in-Progress 259.37 677.28
5,201.05 5,312.97
Investments 6 1,669.55 1,034.80
Current Assets, Loans and Advances
Inventories 7 821.70 691.97
Sundry Debtors 8 215.83 193.94
Cash and Bank Balances 9 83.73 104.49
Loans and Advances 10 351.13 381.56
1,472.39 1,371.96
Less: Current Liabilities and Provisions
Current Liabilities 11 1,138.08 1,120.92
Provisions 12 161.01 132.15
1,299.09 1,253.07
Net Current Assets 173.30 118.89
TOTAL 7,043.90 6,466.66
Accounting Policies and Notes on Accounts 21 & 22
In terms of our report attached. KUMAR MANGALAM BIRLA
Chairman

For DELOITTE HASKINS & SELLS For G. P. KAPADIA & CO. O. P. PURANMALKA RAJASHREE BIRLA
Chartered Accountants Chartered Accountants Whole-time Director R. C. BHARGAVA
G. M. DAVE
B. P. SHROFF ATUL B. DESAI K. C. BIRLA N. J. JHAVERI
Partner Partner Sr. Executive President & CFO V. T. MOORTHY
S. RAJGOPAL
S. K. CHATTERJEE D. D. RATHI
Mumbai, April 29, 2010 Company Secretary Directors

72
Profit and Loss Account for the year ended March 31, 2010

Rs. in Crores
Previous
Schedules Year
INCOME
Gross Sales 7,729.13 7,160.42
Less: Excise Duty 679.45 777.34
Net Sales 7,049.68 6,383.08
Interest and Dividend Income 13 56.21 45.15
Other Income 14 66.50 60.69
Increase / (Decrease) in Stocks 15 (2.27) 88.76
7,170.12 6,577.68
EXPENDITURE
Raw Materials Consumed 16 960.61 684.96
Manufacturing Expenses 17 2,152.11 2,420.17
Purchase of Finished Products 63.74 19.50
Payments to and Provisions for Employees 18 250.62 217.67
Selling, Distribution, Administration and
Other Expenses 19 1,653.30 1,433.79
Interest and Finance Charges 20 117.52 125.51
Depreciation and Obsolescence 388.08 323.00
5,585.98 5,224.60
Less: Captive Consumption of Cement {Net of Excise Duty
Rs. 3.46 Crores (Previous Year Rs. 6.48 Crores)} (4.02) (8.38)
5,581.96 5,216.22
Profit Before Tax Expenses 1,588.16 1,361.46
Income Tax Expenses
Provision for Current Tax {including provision for
Wealth Tax Rs. 0.50 Crore) (Previous Year Rs. 0.46 Crore)} 387.12 197.54
Deferred Tax 107.80 180.58
Provision for Fringe Benefit Tax — 6.32
Profit After Tax 1,093.24 977.02
Balance brought forward from Previous Year 2,438.40 1,598.12
Profit Available for Appropriation 3,531.64 2,575.14
Appropriations
Proposed Dividend 74.69 62.24
Corporate Dividend Tax 12.41 10.58
Debenture Redemption Reserve (34.83) (36.08)
General Reserve 750.00 100.00
Balance carried to Balance Sheet 2,729.37 2,438.40
3,531.64 2,575.14
Basic Earnings Per Equity Share (in Rs.) {See Note B 20 (A)} 87.82 78.48
Diluted Earnings Per Equity Share (in Rs.) {See Note B 20 (B)} 87.79 78.48
Accounting Policies and Notes on Accounts 21 & 22
In terms of our report attached. KUMAR MANGALAM BIRLA
Chairman

For DELOITTE HASKINS & SELLS For G. P. KAPADIA & CO. O. P. PURANMALKA RAJASHREE BIRLA
Chartered Accountants Chartered Accountants Whole-time Director R. C. BHARGAVA
G. M. DAVE
B. P. SHROFF ATUL B. DESAI K. C. BIRLA N. J. JHAVERI
Partner Partner Sr. Executive President & CFO V. T. MOORTHY
S. RAJGOPAL
S. K. CHATTERJEE D. D. RATHI
Mumbai, April 29, 2010 Company Secretary Directors

73
Cash Flow Statement for the year ended March 31, 2010

Rs. in Crores
A Cash Flow from Operating Activities: March 31, 2010 March 31, 2009
Profit Before tax 1,588.16 1,361.46
Adjustments for:
Depreciation and Obsolescence 388.08 323.00
Compensation Expenses under Employees Stock Options Scheme 0.34 0.91
Bad Debts written-off 0.44 0.40
Excess Provision written back 12.56 4.68
Provision for Retirement Benefits 12.88 0.52
Provision for Mines Restoration 1.73 1.76
Interest and Dividend Income (56.21) (45.15)
Interest and Finance Charges 117.52 125.51
Unrealised Foreign Exchange (Gain)/Loss (13.91) 12.94
Unrealised loss on Investments 1.07 2.28
(Profit)/Loss on Sale of Fixed Assets (0.13) (0.18)
(Profit)/Loss on Sale of Current Investment (2.02) (5.39)
Operating Profit before Working Capital Changes 2,050.51 1,782.74
Adjustments for:
(Increase)/decrease in Inventories (129.73) (82.21)
(Increase)/decrease in Sundry Debtors (22.33) 22.27
(Increase)/decrease in Loans and Advances 32.54 5.62
Increase/(decrease) in Trade Payables and Other Liabilities 30.20 (60.96)
Cash Generated from Operations 1,961.19 1,667.46
Taxes paid (389.11) (209.74)
Expenditure for Mines Restoration (0.15) (0.15)
Net Cash Generated from Operating Activities (A) 1,571.93 1,457.57
B Cash Flow from Investing Activities:
Purchase of Fixed Assets (275.17) (850.04)
Sale of Fixed Assets 1.10 20.25
Purchase of Long Term Investments (7.56) —
(Increase)/decrease in Current Investments (628.26) (866.18)
Profit on Sale of Current Investments 2.02 5.39
Interest and Dividend Received 56.21 45.15
Net Cash used in Investing Activities (B) (851.66) (1,645.43)
C Cash Flow from Financing Activities:
Proceeds from issue of Share Capital 0.07 —
Repayment of Long Term Borrowings (300.00) (411.52)
Proceeds from Long Term Borrowings 32.89 804.81
Repayment of Short Term Borrowings (Net) (255.23) (11.41)
Interest and Finance Charges paid (145.94) (117.40)
Dividend Paid (62.24) (62.24)
Corporate Dividend Tax (10.58) (10.58)
Net Cash Generated / (Used) from Financing Activities (C) (741.03) 191.66
Net Increase/(Decrease) in Cash and Cash Equivalents (A + B + C) (20.76) 3.80
Cash and Cash Equivalents at the Beginning of the Year 104.49 100.69
Cash and Cash Equivalents at the End of the Year 83.73 104.49
Notes:
1. Cash flow statement has been prepared under the indirect method as set out in Accounting Standard - 3 notified under the
Companies (Accounting Standard) Rules, 2006.
2. Purchase of fixed assets includes movements of capital work-in-progress during the year.
3. Cash and cash equivalents represent cash and bank balances.
In terms of our report attached. KUMAR MANGALAM BIRLA
Chairman

For DELOITTE HASKINS & SELLS For G. P. KAPADIA & CO. O. P. PURANMALKA RAJASHREE BIRLA
Chartered Accountants Chartered Accountants Whole-time Director R. C. BHARGAVA
G. M. DAVE
B. P. SHROFF ATUL B. DESAI K. C. BIRLA N. J. JHAVERI
Partner Partner Sr. Executive President & CFO V. T. MOORTHY
S. RAJGOPAL
S. K. CHATTERJEE D. D. RATHI
Mumbai, April 29, 2010 Company Secretary Directors

74
Schedules

Rs. in Crores
Previous
SCHEDULE 1A Year
SHARE CAPITAL
Authorised
130,000,000 Equity shares of Rs. 10 each 130.00 130.00

Issued, Subscribed and Paid-up 124.49 124.49


124,487,079 Equity shares of Rs. 10 each fully paid-up. (Previous Year 124,485,879)
(a) 99,521,437 Equity shares of Rs. 10 each issued as fully
paid-up for acquiring the Cement business pursuant to the
Scheme of Arrangement with Larsen & Toubro without payment
being received in cash (Previous Year 99,521,437);
(b) 87,258 Equity shares of Rs 10 each issued as fully paid up to
shareholders of erstwhile Narmada Cement Company Limited
(NCCL) pursuant to the Scheme of Amalgamation without
payment being received in cash. (Previous Year 87,258);
(c) 68,192,294 shares are held by Grasim Industries Limited
(Holding Company), (Previous Year 63,114,691) and Nil
shares are held by Samruddhi Swastik Trading & Investment
Limited (Subsidiary Company of Grasim Industries Limited),
(Previous Year 5,077,603)
124.49 124.49

SCHEDULE 1B
EMPLOYEES STOCK OPTIONS OUTSTANDING
Employees Stock Options Outstanding 2.21 2.45
Less: Deferred Employees Compensation Expenses 0.22 0.77
1.99 1.68
Outstanding Employees Stock Options exercisable into 132,885 Equity Shares of Rs.10 each fully paid-up
(Previous Year 168,070). {See Note B 19 (b)}.

SCHEDULE 2
RESERVES AND SURPLUS Rs. in Crores
Balance Additions Deduction/ Balance
as at during Adjustments as at
31st the during 31st
March, 2009 year the year March, 2010
Capital Reserve 25.02 - - 25.02
Cash Subsidy Reserve 0.10 - - 0.10
Debenture Redemption Reserve 125.55 40.17 (75.00) 90.72
General Reserve 886.86 750.00 - 1,636.86
Securities Premium Account - 0.10* - 0.10
Surplus as per Profit and Loss Account 2,438.40 1,093.24 (802.27) 2,729.37
3,475.93 1,883.51 (877.27) 4,482.17
Previous Year 2,571.73 1,122.19 (217.99) 3,475.93
* On account of Employees Stock Options exercised during the year.

75
Schedules

Rs. in Crores
Previous
Year
SCHEDULE 3
SECURED LOANS
Non-Convertible Debentures (See Note B 6a) 536.33 835.29
Other Loans: (See Note B 6b)
Foreign Currency Loan {Due within a year Rs. Nil; (Previous year Rs. Nil)} 285.16 285.16
Loans from Banks:
Cash Credits / Working Capital Borrowings from Banks Secured by
Hypothecation of Stocks and Book Debts of the Company 32.70 55.35
854.19 1,175.80

SCHEDULE 4
UNSECURED LOANS
Short Term:
From Banks 13.47 246.54
Long Term:
From Banks {Due within a year Rs. 123.48 Crores; (Previous year Rs. Nil)} 320.98 335.26
Sales Tax Deferment Loans {Due within a year Rs. 0.57 Crore;
(Previous year Rs. 0.57 Crore)} 415.88 384.03
750.33 965.83

SCHEDULE 5
FIXED ASSETS
Rs. in Crores
Particulars Gross Block Depreciation Net Block
As at Additions Deductions/ As at As at For the Deductions/ Upto As at As at
31.03.09 Adjustments 31.03.10 31.03.09 year Adjustments 31.03.10 31.03.10 31.03.09
(A) Tangible Assets
Freehold Land 109.37 61.42 0.06 170.73 - - - - 170.73 109.37
Leasehold Land 19.77 0.12 0.05 19.84 6.77 0.61 0.05 7.33 12.51 13.00
Buildings 558.76 25.41 0.05 584.12 161.91 17.43 0.01 179.33 404.79 396.85
Railway Sidings 159.66 9.17 - 168.83 82.36 7.92 - 90.28 78.55 77.30
Plant and Machinery 6,338.79 582.10 12.82 6,908.07 2,361.85 342.51 11.21 2,693.15 4,214.92 3,976.94
Furniture and Fixtures 109.77 12.76 4.02 118.51 73.31 12.14 3.88 81.57 36.94 36.46
Jetty 80.60 - - 80.60 69.09 0.96 - 70.05 10.55 11.51
Vehicles 16.90 0.66 0.92 16.64 7.69 2.44 0.63 9.50 7.14 9.21
Total Tangible Assets 7,393.62 691.64 17.92 8,067.34 2,762.98 384.01 15.78 3,131.21 4,936.13 4,630.64
(B) Intangible Assets
Software 7.40 3.40 - 10.80 2.35 2.90 - 5.25 5.55 5.05
Total Assets (A+B) 7,401.02 695.04 17.92 8,078.14 2,765.33 386.91 15.78 3,136.46 4,941.68 4,635.69
Previous year 4,972.60 2,478.41 49.99 7,401.02 2,472.14 318.98 25.79 2,765.33
Add: Capital Work-in-Progress {includes advances of Rs. 51.09 Crores (Previous Year Rs. 118.23 Crores)} 259.37 677.28
5,201.05 5,312.97
Notes :
A) Depreciation for the year 386.91 318.98
Add: Obsolescence 1.17 4.13
Less: Depreciation transferred to Pre-operative Expenses - (0.11)
Depreciation as per Profit and Loss Account 388.08 323.00

B) 1. Leasehold Land includes Mining Rights.


2. Cost of Plant and Machinery includes Rs. 29.89 Crores (Previous Year Rs. 29.89 Crores) relating to railway wagons given on
operating lease to the Railways under “Own Your Wagon Scheme”.
3. Fixed Assets includes assets costing Rs. 150.94 Crores (Previous Year Rs. 136.40 Crores) not owned by the Company.
4. Fixed Assets costing Rs. 26.72 Crores (Previous Year Rs. 26.72 Crores) are held on Co-ownership with another Company.
5. The title deeds of some of the immovable properties transferred pursuant to the Scheme of Arrangement are yet to be
transferred in the name of the Company.

76
Schedules

Rs. in Crores
Previous
SCHEDULE 6 Year
INVESTMENTS
LONG - TERM (Unquoted, at cost, fully paid, other than trade)
Government and Trust Securities - -
(Rs. 10,000, Previous Year Rs. 10,000)
Pledged as security deposit
Shares in Subsidiary Companies
50,000 Equity Shares of Rs. 10 each in
Dakshin Cements Limited. (Previous Year 50,000) 1.21 1.21
40,000,000 Equity Shares of Sri Lankan Rupee 10 each in
UltraTech Cement Lanka (Pvt.) Limited.
{Formerly known as UltraTech Ceylinco (Pvt) Limited} 23.03 23.03
(Previous Year 40,000,000)
600,000 Equity Shares of UAE Dirham 10 each in
UltraTech Cement Middle East Investments Limited.
(Previous Year Nil) 7.56 -
31.80 24.24
Others
2,000,000 4.5% Cumulative Non-Convertible Redeemable
Preference Shares of Rs. 100 each in Aditya Birla Health 20.00 20.00
Services Limited. (Previous Year 2,000,000)
1,065,580 Equity Shares of Rs. 10 each in Madanpura (North)
Coal Company (P) Limited.(Previous Year 1,065,580) 1.07 1.07
52.87 45.31
CURRENT INVESTMENTS (At lower of cost or fair value)
Fixed Deposits with Financial Institutions 10.00 -
Units of Debt Schemes of Mutual Funds:
Description No. of Face
Units Value Value
a) Liquid Schemes - Dividend Plan
LIC MF Liquid Fund (Previous Year 4,554,533) - 5.00
b) Ultra Short Term Schemes - Dividend Plan
Birla Sun Life Savings Fund
(Previous Year 107,785,600) - 107.86
HDFC Cash Management Treasury Advantage
Fund (Previous Year 69,858,505) - 70.08
ICICI Prudential Flexible Income Fund
(Previous Year 71,099,335) - 75.18
Kotak Floater Long Term Fund
(Previous Year 77,876,553) - 78.50
Reliance Money Manager Fund
(Previous Year 1,152,791) - 115.41
UTI Treasury Advantage Fund
(Previous Year 709,759) - 70.99
c) Ultra Short Term Schemes - Growth Plan
Birla Sun Life Savings Fund
(Previous Year Nil) 40,625,519 10 71.00 -
Birla Sun Life Short Term Fund
(Previous Year Nil) 37,391,689 10 40.90 -
ICICI Prudential Ultra Short Term Fund
(Previous Year Nil) 30,353,251 10 31.35 -

77
Schedules

CURRENT INVESTMENTS (At lower of cost or fair value) (Continued)..... Rs. in Crores
Units of Debt Schemes of Mutual Funds: Previous
Year
Description No. of Face
Units Value Value
LIC MF Savings Plus Fund
(Previous Year Nil) 50,474,227 10 73.87 -
LIC MF Floating Rate Fund
(Previous Year Nil) 13,512,622 10 20.43 237.55 -
d) Short Term Plans - Dividend Plan
Birla Sun Life Dynamic Bond Fund
(Previous Year 98,247,715) 298,216,880 10 309.83 101.01
Birla Sun Life Medium Term Plan
(Previous Year 25,000,000) 16,254,179 10 16.22 25.00
ICICI Prudential Short Term Income Plan
(Previous Year Nil) 10,238,698 10 12.29 -
IDFC Short Term Plan (Previous Year Nil) 11,089,285 10 11.07 -
Kotak Bond Short Term Plan
(Previous Year Nil) 20,975,697 10 21.16 -
Reliance Short Term Fund
(Previous Year Nil) 62,917,151 10 66.95 -
Reliance Regular Savings Fund
(Previous Year Nil) 4,139,861 10 5.00 442.52 -
e) Income Schemes - Dividend Plan
Birla Sun Life Income Plus Plan
(Previous Year 35,071,897) 22,254,582 10 25.01 39.22
ICICI Prudential Income Plan
(Previous Year 8,644,798) - 25.01 9.90
f) Medium Term Debt Schemes - Dividend Plan:
Birla Sun Life Short Term Opportunity Fund
(Previous Year 151,210,895) - 151.34
ICICI Prudential Interval IV Qtrly B Fund
(Previous Year 10,000,000) - 10.00
UTI Fixed Income Monthly Interval Fund
(Previous Year 39,996,000) - 40.00
UTI Short Term Income Fund-STP
(Previous Year Nil) 9,264,855 10 11.01 -
Kotak QIP-Series 6 (Previous Year Nil) 15,082,764 10 15.08 -
UTI FIIF QIP-Series 5 (Previous Year Nil) 50,287,940 10 50.29 -
Birla Sun Life QIP Series II
(Previous Year Nil) 40,003,222 10 40.00 -
Religare Active Income Fund
(Previous Year Nil) 10,050,097 10 10.05 -
ICICI Prudential Active Income &
PSU Bond Fund (Previous Year Nil) 40,152,395 10 40.20 -
Birla Sun Life QIP Series I
(Previous Year Nil) 20,000,000 10 20.00 -
UTI FIIF QIP-Series 3 (Previous Year Nil) 10,000,787 10 10.00 -
Kotak QIP-Series 4 (Previous Year Nil) 10,000,000 10 10.00 -
Reliance Quarterly Interval Fund- Series 3
(Previous Year Nil) 9,997,580 10 10.00 -
Kotak QIP-Series 8 (Previous Year Nil) 50,252,691 10 50.25 -
UTI FIIF MIP-Series 2 (Previous Year Nil) 50,004,313 10 50.00 -
UTI STIF Reg Option (Previous Year Nil) 74,553,425 10 75.00 -
ICICI Prudential MTP Premium Plus
(Previous Year Nil) 34,940,971 10 35.02 -

78
Schedules

CURRENT INVESTMENTS (At lower of cost or fair value) (Continued)..... Rs. in Crores
Units of Debt Schemes of Mutual Funds: Previous
Year
Description No. of Face
Units Value Value
Birla Sun Life Floating Rate Long Term Fund
(Previous Year Nil) 149,688,564 10 150.15 -
UTI Fixed Income Interval Fund - MIP - I
(Previous Year Nil) 21,551,906 10 21.55 -
Principal Money Mgr Fund- IP
(Previous Year Nil) 2,884,449 10 3.00 601.60 -
g) Medium Term Debt Schemes - Growth Plan:
Birla Sun Life Floting Rate Long Term Fund
(Previous Year 74,984,253 units) 74,984,253 10 75.00 75.00
UTI Fixed Maturity Plan - YFMP (03/09)
(Previous Year 15,000,000 units) 15,000,000 10 15.00 15.00
ICICI Prudential FMP - Series 49 Plan A
(Previous Year Nil) 10,000,000 10 10.00 -
UTI Fixed Maturity Plan YFMP (09/09)
(Previous Year Nil) 20,000,000 10 20.00 -
ICICI Prudential FMP - Series 49 Plan B
(Previous Year Nil) 10,000,990 10 10.00 -
HDFC FMP 13M October 2009
(Previous Year Nil) 20,000,000 10 20.00 -
Kotak FMP 18 M Series 2
(Previous Year Nil) 10,000,000 10 10.00 -
Reliance Fixed Horizon Fund XIII- Series 5
(Previous Year Nil) 10,000,000 10 10.00 -
ICICI Prudential FMP - Series 51 Plan B
(Previous Year Nil) 15,000,000 10 15.00 -
ICICI Prudential FMP - Series 51 Plan D
(Previous Year Nil) 20,000,000 10 20.00 -
ICICI Prudential FMP - Series 51 Plan C
(Previous Year Nil) 20,000,000 10 20.00 -
HDFC Floating Rate Interest Fund Long
Term Plan Growth (Previous Year Nil) 15,817,397 10 25.00 -
Birla Sun Life Fixed Term Plan - Series CD
(Previous Year Nil) 50,000,000 10 50.00 300.00 -
1,606.68 989.49
1,669.55 1,034.80

Note: No. of Units of various Mutual Funds - Debt Schemes purchased and redeemed during the year are as follows:
(i) Liquid Schemes (Dividend Plan)-Birla Sun Life Mutual Fund -934,300,159; Deutsche Mutual Fund -
24,924,230; HDFC Mutual Fund -221,319,248; ICICI Prudential Mutual Fund -806,638,981; IDFC
Mutual Fund -79,580,105; Kotak Mahindra Mutual Fund -803,051,987; LIC Mutual Fund -
1,572,180,581; Reliance Mutual Fund -371,670,229; Religare Mutual Fund -53,066,038; Tata
Mutual Fund -875,713; UTI Mutual Fund -5,241,378.
(ii) Ultra Short Term Schemes (Dividend Plan)-Birla Sun Life Mutual Fund -431,829,453; Deutsche
Mutual Fund -4,991,066; HDFC Mutual Fund -178,227,208; ICICI Prudential Mutual Fund -
728,988,066; IDFC Mutual Fund-58,994,499; Kotak Mahindra Mutual Fund -881,070,190; LIC
Mutual Fund -1,442,896,983; Reliance Mutual Fund -139,845; Religare Mutual Fund -43,036,625;
Tata Mutual Fund -97,264,961; UTI Mutual Fund -765,651.
(iii) Medium Term Debt Schemes (Dividend Plan) -Birla Sun Life Mutual Fund -139,686,809; Deutsche Mutual
Fund -23,957,137; HDFC Mutual Fund -42,536,938; ICICI Prudential Mutual Fund -33,186,114; IDFC
Mutual Fund -34,727,079; Kotak Mahindra Mutual Fund -24,868,693; Reliance Mutual Fund -9,381,215.
79
Schedules

Rs. in Crores
Previous
SCHEDULE 7 Year
INVENTORIES
Stores and Spare parts, Packing Material, Fuel and Scrap 480.43 379.14
Raw Materials 91.87 68.00
Work-in-progress 166.40 176.99
Finished Goods {Includes Trading Inventory of Rs. Nil
(Previous Year Rs. 0.02 Crores)} 83.00 67.84
821.70 691.97

SCHEDULE 8
SUNDRY DEBTORS (Considered Good)
Exceeding six months:
Secured 0.90 5.58
Unsecured 4.49 11.54
5.39 17.12
Others:
Secured 53.89 80.52
Unsecured 156.55 96.30
210.44 176.82
215.83 193.94

SCHEDULE 9
CASH AND BANK BALANCES
Cash Balance on Hand {Including Cheques on Hand
Rs. 13.36 Crores; (Previous Year Rs. 6.06 Crores)} 13.46 6.15
Bank Balance with Scheduled Banks:
In Current Accounts 70.27 98.34
In Fixed Deposit Account {(Rs. Nil ),(Previous Year Rs. 25,861)} - -
83.73 104.49

SCHEDULE 10
LOANS AND ADVANCES
Secured and Considered Good
Loan against House Property (Secured by deposit of title deeds) 1.26 1.76
Unsecured
Considered Good, unless otherwise specified:
Loans and Advances to Subsidiary Companies 0.21 0.17
Loan to the Managing Director {Maximum amount
outstanding Rs. 0.50 Crores (Previous Year Rs. 0.50 Crore)} 0.50 0.50
Deposits and Balances with Government and other Authorities 112.84 116.47
Advances recoverable in cash or in kind or for value to be
received 223.86 252.31
Advance Tax (Net of Provision) 12.46 10.35
Advances recoverable in cash or in kind - considered doubtful 0.22 0.22
350.09 380.02
Less: Provision for doubtful Loans and Advances 0.22 0.22
349.87 379.80
351.13 381.56

80
Schedules

Rs. in Crores
Previous
SCHEDULE 11 Year
CURRENT LIABILITIES
Sundry Creditors
Dues of Micro, Small and Medium Enterprises 0.13 0.86
(To the extent identified with available information)
Others 681.38 738.53
681.51 739.39
Security and Other Deposits 180.24 157.68
Advances from Customers 92.09 78.39
Investor Education and Protection Fund, Amount not due:
Unpaid Dividend 1.67 1.22
Other Liabilities 152.73 87.99
Interest accrued but not due on loans 29.84 56.25
1,138.08 1,120.92
SCHEDULE 12
PROVISIONS
For Retirement Benefits 41.19 28.31
For Mines Restoration 6.70 5.12
For Tax (Net of Advance Tax) 26.02 25.90
For Proposed Dividend 74.69 62.24
For Corporate Dividend Tax 12.41 10.58
161.01 132.15
SCHEDULE 13
INTEREST AND DIVIDEND INCOME
(A) On Investments
Long Term Investments:
Dividend from a Subsidiary Company 1.69 4.77
Current Investments:
Dividend from Current Investments 49.77 32.79
(B) Interest (Gross) on others 4.75 7.59
{Tax Deducted at Source Rs. 0.67 Crore, (Previous Year Rs. 1.03 Crores)}
56.21 45.15
SCHEDULE 14
Other Income
Lease Rent 0.27 0.31
Insurance Claim 1.36 0.98
Profit on Sale of Current Investments (Net) 2.02 5.39
Profit on Sale of Fixed Assets (Net) 0.13 0.18
Exchange Rate Difference (Net) 17.49 -
Miscellaneous Income / Receipts 45.23 53.83
66.50 60.69
SCHEDULE 15
INCREASE / (DECREASE) IN STOCKS
Closing Stock
Work-in-progress 166.40 176.99
Finished Goods 83.00 67.82
249.40 244.81
Opening stock
Work-in-progress 176.99 102.35
Finished Goods 67.82 56.12
244.81 158.47
Add: Increase / (Decrease) in Excise Duty on Stocks (6.86) 2.42
Increase / (Decrease) in Stocks (2.27) 88.76

81
Schedules

Rs. in Crores
Previous
SCHEDULE 16 Year
RAW MATERIALS CONSUMED
Opening Stock 68.00 43.26
Purchase and Incidental Expenses 984.48 709.70
1,052.48 752.96
Less: Closing Stock 91.87 68.00
960.61 684.96
SCHEDULE 17
MANUFACTURING EXPENSES
Freight and Handling expense on Clinker transfer 144.11 162.86
Consumption of Stores, Spare Parts, Components and Packing Materials 424.57 399.00
Power and Fuel Consumed 1,430.91 1,726.97
Hire Charges of Plant and Machinery and Others 6.59 8.58
Repairs to Plant and Machinery 97.42 92.58
Repairs to Buildings 22.93 7.59
Repairs to Others 25.58 22.59
2,152.11 2,420.17
SCHEDULE 18
PAYMENTS TO AND PROVISIONS FOR EMPLOYEES
Salaries, Wages and Bonus 212.34 177.46
Contribution to Provident and Other Funds 22.02 25.49
Compensation Expenses under Employees Stock Options Scheme 0.34 0.91
Welfare Expenses 15.92 13.81
250.62 217.67
SCHEDULE 19
SELLING, DISTRIBUTION, ADMINISTRATION AND OTHER EXPENSES
Commission to Distributors and Selling Agents 46.03 23.17
Cash Discount 69.01 56.56
Freight, Handling and Other Expenses 1,228.79 1,058.28
Advertisement and Sales Promotions 134.05 105.65
Insurance 8.87 8.21
Rent (including Lease Rent) 19.21 17.61
Rates and Taxes 36.77 32.20
Stationery, Printing and Communication Expenses 11.51 10.93
Travelling and Conveyance 22.82 24.03
Legal and Professional Charges 25.61 27.50
Bad Debts and Advances Written Off 0.44 0.40
Directors’ Fees 0.16 0.13
Power (other than related to Manufacturing Activity) 2.13 2.08
Exchange Rate difference (Net) - 28.21
Contribution for Political Party (General Electoral Trust) 1.15 10.00
Miscellaneous Expenses 46.75 28.83
1,653.30 1,433.79
SCHEDULE 20
INTEREST AND FINANCE CHARGES
(A) Interest
On Debentures and Fixed Loans 83.87 90.55
On Other Loans 29.11 28.67
112.98 119.22
(B) Finance Charges 4.54 6.29
117.52 125.51

82
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Schedule 21
ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
A Significant Accounting Policies:
1. Basis of Accounting:
The financial statements are prepared and presented under the historical cost convention on
accrual basis of accounting in accordance with the Generally Accepted Accounting Principles
(GAAP) in India and comply in all material aspects with the Accounting Standards (AS) notified
under the Companies (Accounting Standard) Rules, 2006 (as amended), other pronouncements of
the Institute of Chartered Accountants of India, the relevant provisions of the Companies Act, 1956
and guidelines issued by Securities and Exchange Board of India.
2. Use of Estimates:
The preparation of financial statements in conformity with the GAAP requires estimates and assumptions
to be made that affect the reported amounts of assets and liabilities on the date of the financial
statements, the reported amounts of revenues and expenses during the reported period and the
disclosures relating to contingent liabilities as of the date of the financial statements. Any revision to
accounting estimates is recognised prospectively in the current and future periods. Difference between
actual results and estimates are recognised in the period in which the results are known or materialise.
3. Fixed Assets:
Fixed assets, whether tangible or intangible, are stated at cost less accumulated depreciation, net of
Modvat / Cenvat (wherever claimed), less accumulated depreciation. The cost of fixed assets
includes taxes, duties, freight and other incidental expenses incurred in relation to their acquisition
and bringing the assets for their intended use.
Advances paid towards the acquisition of fixed assets outstanding at each balance sheet date and
the cost of fixed assets not ready for their intended use before such date are disclosed under
Capital Work-in-Progress.
4. Treatment of Expenditure during Construction Period:
Expenditure / Income, during construction period is included under Capital-Work-in-Progress and
the same is allocated to the respective Fixed Assets on the completion of their construction.
5. Foreign Currency Transactions:
(i) Transactions denominated in foreign currency are recorded at the exchange rate prevailing on
the date of the transaction. Monetary assets and liabilities denominated in foreign currency at
the balance sheet date are translated at the year-end rates.
(ii) In respect of Forward exchange contracts, premium or discount, being the difference between
the forward exchange rate and the exchange rate at the inception of contract is recognised as
expense or income over the life of the Contract.
(iii) Exchange difference including premium or discount on forward exchange contracts, relating to
borrowed funds, liabilities and commitments in the foreign currency for acquisition of fixed assets,
arising till the assets are ready for their intended use, are adjusted to cost of fixed assets. Any other
exchange difference either on settlement or translation is recognised in the Profit and Loss account.
(iv) Investments in equity capital of companies registered outside India are carried in the Balance
Sheet at the rates at which transactions have been executed.
6. Financial Derivatives:
Derivative financial instruments are used to hedge risk associated with foreign currency fluctuations
and interest rates. The derivative contracts are closely linked with the underlying transactions and
are intended to be held to maturity. These are accounted on the date of their settlement and
realised gain/loss in respect of settled contracts is recognised in the Profit and Loss Account.

83
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Schedule 21 (Contd.)
7. Investments:
Investments are classified into long term investments and current investments. Long-term investments
are carried at cost after deducting provisions, if any, made for diminution other than temporary,
determined separately for each individual investment.
Current investments are carried at lower of cost or fair value, determined separately for each
individual investment.
8. Inventories:
Inventories are valued at the lower of weighted average cost and estimated net realisable value
except waste / scrap which is valued at net realisable value.
Cost of finished goods and process stock includes cost of conversion and other costs incurred in
bringing the inventories to their present location and condition.
Obsolete, defective and unserviceable inventories are duly provided for.
9. Leases:
a) In respect of lease transactions entered into prior to April 1, 2001, lease rentals of assets
acquired are charged to the Profit and Loss Account.
b) Lease transactions entered into on or after April 1, 2001:
i) Assets acquired under leases where the Company has substantially all the risks and
rewards of ownership are classified as finance leases. Such assets are capitalised at the
inception of the lease at the lower of the fair value or the present value of minimum lease
payments and a liability is created for an equivalent amount. Each lease rental paid is
allocated between the liability and the interest cost, so as to obtain a constant periodic
rate of interest on the outstanding liability for each period.
ii) Assets acquired under leases where a significant portion of the risks and rewards of
ownership are retained by the lessor are classified as operating leases. Lease rentals are
charged to the Profit and Loss Account on accrual basis.
iii) Assets leased out under operating leases are capitalised. Rental income is recognised on
accrual basis over the lease term.
(Also refer to the policy on Depreciation and Amortisation below)
10. Depreciation and Amortisation:
Depreciation is charged in the Accounts on the following basis:
(A) Tangible Assets:
(i) Depreciation is provided on the straight-line basis at the rates and in the manner prescribed
in Schedule XIV to the Companies Act, 1956 except for the following:
(a) Company Vehicles other than those provided to the employees at 20% per annum.
(b) Motor Cars given to the employees as per the Company’s Scheme are depreciated
over the Scheme period.
(c) Roads, Culverts, Walls, Buildings etc., within factory premises at 3.34 % per annum.
(d) Computer and Office Equipments at 25% per annum.
(e) Furnitures and Fixtures at 14.29% per annum.
(f) Mobile Phones at 33.33% per annum.
(ii) Assets acquired upto September 30, 1987, are depreciated at the rates prevailing at the
time of acquisition.

84
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Schedule 21 (Contd.)
(iii) The value of leasehold land and mining lease is amortised over the period of the lease.
(iv) Assets not owned by the Company are amortised over a period of five years or the period
specified in the agreement.
(v) Expenditure incurred on Jetty is amortised over the period of the relevant agreement such
that the cumulative amortisation is not less than the cumulative rebate availed by the
Company.
(vi) Depreciation on additions is provided on a pro-rata basis from the month of installation or
acquisition and in case of project from the date of commencement of commercial production,
while depreciation on deductions / disposals is provided on a pro-rata basis upto the
month preceding the month of deductions / disposals.
(B) Intangible Assets:
Specialise softwares are amortised over a period of 3 years.
11. Impairment of Assets:
The carrying amounts of assets are reviewed at each balance sheet date, if there is an indication of
impairment based on the internal and external factors.
An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable amount. An
impairment loss, if any, is charged to the Profit and Loss Account in the year in which the asset is
identified as impaired. Reversal of impairment loss recognised in prior years is recorded when there is
an indication that impairment loss recognised for the asset no longer exists or has been decreased.
12. Employee Benefits:
(i) Defined Contribution Plan
Contributions payable to recognised provident fund and approved superannuation scheme,
which are defined contribution plans, are recognised as expense in the Profit and Loss Account;
as they are incurred.
(ii) Defined Benefit Plan
The obligation in respect of defined benefit plans, which cover Gratuity, Pension and Post
retirement medical benefits, are provided for on the basis of an actuarial valuation, using the
projected unit credit method, at the end of each financial year. Gratuity is funded with an
approved fund. Actuarial gains/losses, if any, are recognised immediately in the Profit and Loss
Account.
Obligation is measured at the present value of estimated future cash flows using a discount
rate that is based on the prevailing market yields of Government of India securities as at the
balance sheet date for the estimated term of the obligations.
(iii) Other Long Term Benefits
Long-term compensated absences are provided for on the basis of an actuarial valuation, using
the projected unit credit method, at the end of each financial year. Actuarial gains/losses, if
any, are recognised immediately in the Profit and Loss Account.
13. Borrowing Costs:
Borrowing costs that are attributable to the acquisition or construction of a qualifying asset are capitalised
as part of the cost of such asset till such time the asset is ready for its intended use. A qualifying asset is
an asset that necessarily takes a substantial period of time to get ready for its intended use. All other
borrowing costs are recognised as an expense in the period in which they are incurred.
The difference between the face value and the issue price of ‘Discounted Value Non-Convertible
Debentures’, being in the nature of interest, is charged to the profit and loss account, on a
compound interest basis determined with reference to the yield inherent in the discount.

85
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Schedule 21 (Contd.)
14. Taxation:
Current Tax is measured on the basis of estimated taxable income for the current accounting period
and tax credits computed in accordance with the provisions of the Income Tax Act, 1961.
Deferred Tax resulting from “timing differences” between book and taxable profit for the year is
accounted for using the tax rates and laws that have been enacted or substantively enacted as on
the balance sheet date. Deferred tax assets are recognised and carried forward only to the extent
that there is reasonable certainty, except for carried forward losses and unabsorbed depreciation
which are recognised based on virtual certainty, that the assets will be realised in future.
15. Revenue Recognition:
(i) Sales Revenue is recognised on transfer of significant risks and rewards of ownership of the
goods to the buyer. Sales are net of Sales Tax, VAT, trade discounts, rebates and returns but
includes excise duty.
(ii) Income from services is recognised as they are rendered, based on agreement/arrangement
with the concerned parties.
(iii) Dividend income on investments is accounted for when the right to receive the payment is
established. Interest income is recognised on accrual basis.
(iv) Export Incentives, insurance, railway and other claims, where quantum of accruals cannot be
ascertained with reasonable certainty, are accounted on acceptance basis.
16. Mines Restoration Expenditure:
The Company provides for the estimated expenditure required to restore quarries and mines. The
total estimate of restoration expenses is apportioned over the estimate of mineral reserves and a
provision is made based on minerals extracted during the year.
Provision for Mines Restoration is reviewed annually, on the basis of technical estimates.
17. Provisions, Contingent Liabilities and Contingent Assets:
Provisions are recognised when there is a present obligation as a result of past events and it is
probable that there will be an outflow of resources which can be measured only by using of
substantial degree of estimation.
Contingent Liabilities are not recognised but are disclosed and Contingent Assets are neither
recognised nor disclosed, in the financial statements.
18. Employees Share based payments:
The Company follows intrinsic value method for valuation of Employees Stock Options. The excess
of the market price of shares at the time of grant of options, over the exercise price to be paid by
the option holder is considered as employee compensation expense and is amortised in the Profit
and Loss account over the period of vesting, adjusting for the actual and expected vesting.
19. Earnings Per Share:
The basic Earnings Per Share (“EPS”) is computed by dividing the net profit after tax for the year
attributable to the equity shareholders by the weighted average number of equity shares outstanding
during the year.
For the purpose of calculating diluted earnings per share, net profit after tax for the year attributable
to the equity shareholders and the weighted average number of equity shares outstanding during
the year are adjusted for the effects of all dilutive potential equity shares.
20. Government Grants and Subsidies:
(i) Government grants and subsidies are recognised when there is reasonable assurance that the
Company will comply with the condition attached thereto and that the grants will be received.

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Schedule 21 (Contd.)
(ii) Capital Government Grants or Subsidies relating to specific fixed assets are deducted from the
gross value of the respective fixed assets.
(iii) Revenue Government Grants or Subsidies relating to an expense item are recognised as
income over the period to match them on a systematic basis to the costs.
21. Segment Reporting Policies:
Primary Segment is identified based on the nature of products and services, the different risks and
returns and the internal business reporting system. Secondary segment is identified based on
geography in which major operating divisions of the Company operate.
B. Notes on Accounts
1. Contingent Liabilities not provided for in respect of:
Rs. in Crores
Previous Year
Claims not acknowledged as debts in respect of matters in appeals
(a) Sales-tax liability 61.34 60.72
(b) Excise duty 53.00 46.71
(c) Royalty on Limestone / Marl 42.84 41.01
(d) Customs 0.11 0.11
(e) Others* 29.68 40.08

* The Company has issued Corporate guarantee of Rs. 3.65 Crores (Previous Year Rs. 3.65 Crores) in
favour of the banker of its Joint Venture Company i.e. Madanpur (North) Coal Company (Pvt.) Ltd.
2. The Ministry of Textiles, vide its orders dated June 30, 1997 and July 1, 1999 has deleted cement from
the list of commodities to be packed in Jute bags under the Jute Packaging (Compulsory Use in Packing
Commodities) Act 1987. In view of this, the Company does not accept any liability for non-despatch of
cement in Jute bags in respect of earlier years.
3. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of
advances) Rs. 233.29 Crores (Previous Year Rs. 170.09 Crores).
4. The Board of Directors at its meeting held on November 15, 2009 approved the Scheme of Amalgamation
(“the Scheme”) of Samruddhi Cement Limited (“Samruddhi”) with the Company with effect from July 1,
2010 or such other date as may be determined by the Board of Directors of the Company and
Samruddhi.
Further, the shareholders of the Company have also approved the Scheme at a meeting held on March
19, 2010 convened under the directions of the Hon’ble Bombay High Court. Samruddhi, a wholly
owned subsidiary of Grasim Industries Limited (“Grasim”), has received an exemption from the Hon’ble
Gujarat High Court for convening a meeting of its shareholders for approving the Scheme. Both the
companies have filed petitions in the Hon’ble Bombay High Court and Hon’ble Gujarat High Court for
approval of the Scheme. The effectiveness of the scheme is subject to receiving the approval of the
respective High Courts and also the effectiveness of the Scheme of Arrangement between Samruddhi
and Grasim in relation to transfer of cement business to Samruddhi.
Upon effectiveness of the Scheme, shareholders of Samruddhi will receive 4 (four) equity shares of the
Company of face value Rs.10/- each fully paid-up for every 7 (seven) equity shares of Samruddhi of
face value Rs. 5/- each fully paid-up.

87
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Schedule 21 (Contd.)
5. Derivative Instruments outstanding
Derivatives for hedging currency and interest rates, outstanding as on March 31, 2010 are as under:
In Crores
Particulars Purpose Currency Cross
2009-10 2008-09 Currency
A. Forward Contracts Exports USD 1.14 0.25 Rupees
Imports USD 1.58 2.95 Rupees
Buyers Credit USD — 5.46 Rupees
Imports Euro 0.39 0.47 USD
Imports Euro 0.13 0.03 Rupees
Imports DKK — 0.52 Rupees
Buyers Credit JPY — 547.16 USD
B. Other Derivatives
i. Currency Option and
Interest Swap ECB Loan USD 4.00 4.00 Rupees
ii. Currency and Interest
Rate Swap (CIRS) Buyers Credit USD 0.89 0.89 Rupees
ECB Loan JPY 604.60 604.60 Rupees
Buyers Credit JPY 294.37 294.37 Rupees
iii. Interest Rate Swap (IRS) Mibor Linked NCDs Rupees 200.00 200.00 Rupees
6. Secured Loans:
(a) Secured Non-Convertible Debentures Rs. in Crores
Previous Year
2009-10 2008-09
(i) Fixed Rate Non Convertible Debentures (NCDs)
1. 8.25% NCDs (Redeemable at par on September 2, 2012) 65.00 65.00
2. 8.30% NCDs (Redeemable at par on September 2, 2012) 25.00 25.00
3. Step up interest NCDs (Redeemable at par on September 16, 2012) 25.00 25.00
4. 6.65% NCDs (Redeemable at par on April 30, 2013) 5.00 5.00
5. 5.78 % NCDs (Redeemable at par on May 11, 2009) - 150.00
6. 6.25% NCDs (Redeemable at par on June 25, 2009) - 150.00
7. 10.525% NCDs(Redeemable at par on August 21, 2013,
Put and Call Option exercisable to both parties on August 22, 2011) 200.00 200.00
(ii) Floating Rate Debentures
MIBOR Linked NCDs (Redeemable at par on May 13, 2011) 200.00 200.00
(iii) Discounted Value Debentures
Issued as zero coupon at yield to maturity of 6.80%
(Carrying amount Rs. 16.33 crores, previous year Rs. 15.29 crores,
Redeemable at par on April 30, 2013) 20.00 20.00
The Company retains the options to purchase the Debentures in the secondary market, and cancel, hold, or
reissue the same at such price and on such terms as the Company may deem fit or as permitted under the
Company Law. Debentures repurchased have not been kept alive for reissuance as at March 31, 2010.
The Non-Convertible Debentures are secured by way of first charge, having pari passu rights, on the
Company’s movable and immovable properties (save and except book debts and inventories).

88
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Schedule 21 (Contd.)
(b) The other loans of Rs. 285.16 Crores (Previous year Rs. 285.16 Crores), are secured by a first mortgage
and charge on the Company’s movable and immovable properties at certain locations and / or by
hypothecation of movables at those locations (save and except book debts and inventories) both present
and future, having pari passu rights, subject to prior charges, on specific assets in favour of the
Company’s Bankers.
Rs. in Crores
2009-10 2008-09
Hongkong & Shanghai Banking Corporation Ltd,
Singapore* (Japanese Yen 208.80 Crores) 93.82 93.82
Credit Agricole Corporate & Investment Bank, Singapore
(Japanese Yen 211.00 Crores) 92.94 92.94
DBS Bank Ltd, Singapore(Japanese Yen 184.80 Crores) 98.40 98.40
Total 285.16 285.16
*During the year the loan has been assigned from Hongkong & Shanghai Banking Corporation Ltd,
Mauritius to Hongkong & Shanghai Banking Corporation Ltd, Singapore.
7. Disclosure pertaining to Micro, Small and Medium Enterprises:
There is no principal amount and interest overdue to the Micro, Small and Medium Enterprises. During
the year no interest has been paid to such parties.
8. Disclosure as per clause 32 of the listing agreement:
(a) Loans and Advances given to subsidiaries:
Rs. in Crores
Name of Subsidiary Companies Amount Maximum Balance Investment by
Outstanding outstanding during subsidiary in
the Year Shares of the
Company
(no. of shares)
2009-10 2008-09 2009-10 2008-09 2009-10 2008-09
Dakshin Cements Limited 0.21 0.17 0.21 0.17 - -

(b) Payments made to employees by way of Loans and Advances in the nature of loan where no interest is
charged or charged at a rate less than the rate prescribed in Section 372A of the Companies Act, 1956.
Rs. in Crores
2009-10 2008-09
st
Outstanding as on 31 March 4.55 4.05
Maximum balance outstanding during the Year 6.30 4.87
9. Segment Reporting:
Business Segment
The Company is exclusively engaged in the business of cement. This is in context of AS 17 “Segment
Reporting”, notified under the Companies (Accounting Standard) Rules, 2006, constitutes one single
primary segment.

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Schedule 21 (Contd.)
Geographical Segment is identified as secondary segment and details are given below:
Rs. in Crores
2009-10 2008-09
Segment Revenues (Sales):
India 6,588.69 5,802.59
Rest of the World 460.99 580.49

Total 7,049.68 6,383.08


10. Auditors remuneration (excluding service tax) and expenses charged to the accounts:
Rs. in Crores
2009-10 2008-09
(a) Statutory Auditors:
Audit fees 0.38 0.38
Tax audit fees 0.03 0.03

Fees for other services 0.29 0.29

Expenses reimbursed 0.02 0.01


(b) Branch Auditors:
Audit fees 0.05 0.05

Fees for other services 0.01 0.01


Expenses reimbursed {Rs. 340, (Previous Year Rs. 1,559)} - -

(c) Cost Auditors:


Audit fees 0.02 0.02
Expenses reimbursed {Rs. Nil, (Previous Year Rs. 8,200)} - -

11. Managing Director’s remuneration: Rs. in Crores


2009-10 2008-09

Salary 5.41 4.17

Contribution to Provident Fund and Other Funds 0.44 0.39


Perquisites 0.58 0.47

Notes: (i) The above remuneration does not include provision for compensated absences and contribution
to gratuity fund since it is based on actuarial valuation for the Company as a whole.
(ii) The re-appointment of Mr. S. Misra as Managing Director from October 16, 2009 to March
31, 2010 made by the board of directors and remuneration from July 1, 2009 to March 31,
2010 is subject to approval of the members at the ensuing Annual General Meeting.
(iii) The above remuneration does not include amortisation of Employees Stock Options.

90
Schedules

Schedule 21 (Contd.)
12. Details of the Company’s interest in its Joint Venture, having Joint Control, as per the requirement of
Accounting Standard (AS) -27 on “Financial Reporting of Interests in Joint Ventures” notified under the
Companies (Accounting Standard) Rules, 2006, are as under:
Rs. in Crores
Madanpur (North) Coal
Sr. No. Particulars
Company (Pvt.) Ltd.
2009-10 2008-09
% Shares Held 11.17% 11.17%
(a) Assets 1.05 1.05
(b) Liabilities - 0.01
(c) Income - -
(d) Expenses - -
(e) Other Matters – Contingent Liability 3.65 3.65
13. Deferred Tax Assets and Liabilities as on March 31, 2010 are as under:
Rs. in Crores
Deferred Tax Current Year Deferred Tax
Particulars (assets)/ Charge/ (assets)/
liabilities as at (Credit) liabilities as at
01.04.2009 31.03.2010
Deferred Tax Assets:-
Provision allowed under tax on payment basis (16.74) (7.05) (23.79)

(16.74) (7.05) (23.79)


Deferred Tax Liabilities:-
Accumulated Depreciation 731.92 115.03 846.95

Payments allowed under tax not expensed in books 7.75 (0.18) 7.57
739.67 114.86 854.52

Net Deferred Tax Liability 722.93 107.80 830.73


Deferred Tax benefits are recognised on assets to the extent that it is more likely than not future taxable
profit will be available against which the asset can be utilised.
14. The following expenses are included in the different heads of expenses in the Profit and Loss Account:
Rs. in Crores
2009-10 2008-09
Raw Power Total Raw Power Total
Particulars Materials and Fuel Materials and Fuel
Consumed Consumed Consumed Consumed
Stores and Spares Consumed 27.94 30.91 58.85 49.17 28.52 77.69
Royalty and Cess 115.67 - 115.67 93.55 - 93.55

91
Schedules

Schedule 21 (Contd.)
15. Movement of provisions during the period as required by Accounting Standard - 29 “Provisions,
Contingent Liabilities and Contingent Asset” notified under the Companies (Accounting Standard) Rules,
2006 (as amended):

Mines Restoration Expenditure:


Rs. in Crores

2009-10 2008-09

Opening Provision 5.12 3.51

Add: Provision during the year 1.73 1.76

Less: Utilisation during the year 0.15 0.15

Closing Provision 6.70 5.12

16. Capital Work-in-Progress includes:


Rs. in Crores
2009-10 2008-09

Pre-operative expenses pending allocation:

Power and Fuel Consumed - 5.05

Salary, Wages, Bonus, Ex-gratia and Provisions 0.36 4.00

Insurance 0.13 0.53

Exchange (Gain) / Loss (0.07) 7.52

Depreciation - 0.11

Interest 1.83 15.71

Misc. Expenses 1.20 20.86

Total Pre-operative expenses 3.45 53.78

Less: Income 0.34 —

Add: B/f from Previous Year 12.35 35.18

Less: Capitalised during the Year 14.13 76.61

Balance included in Capital Work-in-Progress 1.33 12.35

92
Schedules

Schedule 21 (Contd.)
17. Disclosure of related parties / related party transactions:

Parties Relationship

(a) Parties where control exists:


Grasim Industries Limited Holding Company

UltraTech Cement Lanka (Pvt.) Ltd. (UCLPL)


{Formerly known as UltraTech Ceylinco (Pvt.) Ltd.} Subsidiary

Dakshin Cements Ltd. (DCL) Wholly Owned Subsidiary

UltraTech Cement Middle East Investments Ltd.


(w.e.f.03.03.2010) Wholly Owned Subsidiary

Madanpur (North) Coal Company (Pvt.) Ltd. Joint Venture

(b) Other Related Parties with whom there were


transactions during the year:
Samruddhi Swastik Trading & Investment Ltd.(SSTIL) Fellow Subsidiary
Vikram Sponge Iron Ltd (VSIL) (Upto 21.05.2009) Fellow Subsidiary
Grasim Bhiwani Textiles Ltd. Fellow Subsidiary
Mr. S. Misra, Managing Director of the Company Key Management Personnel (KMP)

(c) Disclosure of related party transactions:


Rs. in Crores
Sr. Nature of Holding Subsidiary Fellow Subsidiary KMP Total
No. Transaction Company Company Companies

Grasim UCLPL SSTIL VSIL


1 Sale of Goods 122.31 131.10 — — — 253.41
(101.77) (68.63) — — — (170.40)

2 Purchase of goods 191.23 — — 0.50 — 191.73


(41.45) — — — — (41.45)

3 Sale of Fixed Assets 0.61 — — — — 0.61


(20.12) — — — — (20.12)

4 Purchase of 0.16 — — — — 0.16


Fixed Assets (2.72) — — — — (2.72)

5 Receiving of Services 1.78 — 0.20 1.27 6.43 9.68


(8.18) — (0.19) — (5.03) (13.40)

6 Rendering of Services — 17.04 — — — 17.04


— (37.91) — — — (37.91)

93
Schedules

Schedule 21 (Contd.)
(c) Disclosure of related party transactions:
Rs. in Crores
Sr. Nature of Holding Subsidiary Fellow Subsidiary KMP Total
No. Transaction Company Company Companies

Grasim UCPL SSTIL VSIL

7 Dividend and other — 1.69 — — — 1.69


income received/ (1.52) (4.77) — — — (6.29)
receivable
8 Dividend Paid 31.56 — 2.54 — — 34.10
(31.31) — (2.54) — — (33.85)
9 Interest Paid 0.15 — — — — 0.15
(2.04) — — — — (2.04)
10 Interest Received — — — — 0.02 0.02
— — — — (0.01) (0.01)
11 Debenture Repayment 10.00 — — — — 10.00
(25.00) — — — — (25.00)

Figures in brackets are pertaining to the previous year.


Outstanding Balance as on March 31, 2010:
Rs. in Crores
Sr. Nature of Holding Subsidiary Fellow
No. Transaction Company Company Subsidiary KMP Total

Grasim DCL UCLPL SSTIL GBTL

1. Loans and Advances — 0.21 — 0.14 Rs.12000 0.50 0.85


— (0.17) — (0.09) — (0.50) (0.76)

2. Debtors 4.11 — 12.22 — — — 16.33


(7.76) — (1.29) — — — (9.05)

Figures in brackets are pertaining to the previous year.

94
Schedules

Schedule 21 (Contd.)
18. Employee Benefits:
(a) Defined Benefit Plans as per Actuarial Valuation on March 31, 2010:
Rs. in Crores
2009-10 2008-09
Post Post
Gratuity Pension Retirement Gratuity Pension Retirement
(Funded) Medical (Funded) Medical
Benefits Benefits
(i) Opening Balance of
Present value of Defined
Benefit Obligation 41.98 0.82 0.61 28.12 0.82 0.58
Adjustment of:
Current Service Cost 3.79 — — 2.72 — —
Interest Cost 3.24 0.06 0.04 2.39 0.06 0.04
Actuarial Losses / (Gain) 4.14 (0.07) (0.05) 10.05 0.01 0.02
Benefits Paid (1.69) (0.07) (0.04) (2.45) (0.07) (0.03)
Past Service Cost 0.64 — — 1.15 — —
Closing Balance of Present
value of Defined Benefit
Obligation 52.10 0.74 0.56 41.98 0.82 0.61
(ii) Change in Fair Value of
Assets Opening Balance of
Fair Value of Plan Assets 40.36 — — 22.66 — —
Adjustment of:
Expected Return on
Plan Assets 3.91 — — 2.55 — —
Contribution by
the employer 2.26 0.07 0.04 17.60 0.07 0.03
Benefits Paid (1.69) (0.07) (0.04) (2.45) (0.07) (0.03)
Closing Balance of Fair
Value of Plan Assets 44.84 — — 40.36 — —
(iii) Net Asset / (Liability)
recognised in the
Balance Sheet
Present value of Defined
Benefit Obligation (52.10) (0.74) (0.56) (41.98) (0.82) (0.61)
Fair Value of Plan Asset 44.84 — — 40.36 — —

Net Asset / (Liability)


in the Balance Sheet (7.26) (0.74) (0.56) (1.62) (0.82) (0.61)

95
Schedules

Schedule 21 (Contd.)
Rs. in Crores
2009-10 2008-09
Post Post
Gratuity Pension Retirement Gratuity Pension Retirement
(Funded) Medical (Funded) Medical
Benefits Benefits
(iv) Expenses recognised in the
Profit and Loss Account
Current Service Cost 3.79 - - 2.72 - -
Interest Cost 3.24 0.06 0.04 2.39 0.06 0.04
Expected Return on
Plan Assets (3.91) - - (2.55) - -
Actuarial (Gain)/Losses 4.14 (0.07) (0.05) 10.05 0.01 0.02
Total Expenses 7.26 (0.01) (0.01) 12.61 0.07 0.06
(v) The major categories of
plan assets as a percentage
of total plan
Insurer Managed Funds 100% N.A. N.A. 100% N.A. N.A.
(vi) Actuarial Assumptions:
Discount Rate 8.45% 8.45% 8.45% 7.45% 7.45% 7.45%
Turnover Rate 1% - 2% - - 1% - 2% - -
Mortality Published PA(90) PA(90) Published PA(90) PA(90)
Rates of annuity annuity Rates of annuity annuity
LIC 94-96 rates rates LIC 94-96 rates rates
down by down by down by down by
4 years 4 years 4 years 4 years
Salary Escalation Rate 8% - - 6% - -
Expected Rate of Return
on Plan Assets 8% - - 8% - -
Retirement age Staff – - 60 Yrs Staff – - 60 Yrs
60 Yrs 60 Yrs
Workers – Workers –
58 Yrs 58 Yrs

(vii) Basis used to determine Expected Rate of Return on Plan Assets:


Expected rate of return on Plan Assets is based on expectation of the average long term rate of return
expected on investments of the fund during the estimated term of the obligations.
(viii) Salary Escalation Rate:
The estimates of future salary increases are considered taking into account the inflation, seniority,
promotion and other relevant factors.

96
Schedules

Schedule 21 (Contd.)
(ix) Experience Adjustments:
(I) Gratuity (Funded):
Rs. in Crores
Particulars 2006-07 2007-08 2008-09 2009-10
Defined Benefit Obligation 22.35 28.12 41.98 52.10

Plan Assets 19.08 22.66 40.36 44.84

Surplus/(Deficit) (3.27) (5.46) (1.62) (7.26)


Expected Adjustments on Plan Liabilities - 5.93 8.78 (0.34)

Expected Adjustments on Plan Assets - 0.03 0.78 0.62

(II) Pension Liabilities:


Rs. in Crores

Particulars 2006-07 2007-08 2008-09 2009-10


Defined Benefit Obligation 0.80 0.82 0.82 0.74

Plan Assets - - - -

Surplus/(Deficit) (0.80) (0.82) (0.82) (0.74)


Expected Adjustments on Plan Liabilities - 0.01 Rs. (28,212) Rs. (9,037)

Expected Adjustments on Plan Assets - - - -

(III) Post Retirement Medical Scheme Liabilities:


Rs. in Crores

Particulars 2006-07 2007-08 2008-09 2009-10


Defined Benefit Obligation 0.58 0.58 0.61 0.56

Plan Assets - - - -

Surplus/(Deficit) (0.58) (0.58) (0.61) (0.56)


Expected Adjustments on Plan Liabilities - 0.01 0.01 Rs. 41,143

Expected Adjustments on Plan Assets - - - -


(b) Defined Contribution Plans:
Amount recognised as an expense and included in Schedule 18 under the head “Contribution to
and Provisions for Provident and other Funds” of Profit and Loss account Rs. 13.98 Crores.
(Previous Year Rs. 12.25 Crores)
(c) Amount recognised as an expense in respect of Compensated Leave Absences is Rs. 6.75 Crores.
(Previous Year Rs. 4.83 Crores)

97
Schedules

Schedule 21 (Contd.)
19. Under the Employees Stock Option Scheme - 2006 (ESOS -2006), the Company had granted 168,070
options to its eligible employees in two Tranches during the year ended March 31, 2008, the details are
as follows:
(a) Employees Stock Option Scheme:
Particulars Tranche I Tranche II
Nos. of Options 99,010 69,060
Method of Accounting Intrinsic Value Intrinsic Value
Vesting Plan Graded Vesting - Graded Vesting -
25% every year 25% every year
Exercise Period 5 Years from the 5 Years from the
date of Vesting date of Vesting
Grant Date 23.08.2007 25.01.2008
Grant Price (Rs. per share) 606 794
Market Price on the date of Grant of Option (Rs.) 853 794
Discount on Average Price 30.00% 1.98%

(b) Movement of Options Granted:


2009-10 2008-09
Outstanding at the beginning of the year 168,070 168,070
Exercised during the year 1,200 —
Forfeited during the year 33,985 —
Outstanding at the end of the year 132,885 168,070
The weighted average price at the date of exercise for options was Rs. 1,028.80 per share.

(c) Movement of Exercisable Options:


Exercisable at the beginning of the year 42,016 —
Vested during the year 42,019 42,016
Exercised during the year 1,200 —
Options exercisable at the end of the year 82,835 42,016

(d) Fair Valuation:


The fair value of options used to compute proforma net income and earnings per equity share have
been done by an independent firm of Chartered Accountants on the date of grant using the Black-
Scholes Model.
The Key assumptions in the Black-Scholes Model for calculating fair value as on the date of grant are:
1. Risk Free Rate - 8%
2. Option Life - Vesting period (1 Year) + Average of exercise period
3. Expected Volatility - Tranche-I: 0.49, Tranche-II: 0.52
4. Expected Growth in Dividend - 20%
The weighted average fair value of the option, as on the date of grant, works out to Rs. 462 per
stock option.

98
Schedules

Schedule 21 (Contd.)
Had the compensation cost for the stock options granted under ESOS 2006 been determined, based
on fair-value approach, the Company’s net profit and earnings per share would have been as per the
proforma amounts indicated below:
Rs. in Crores
Particulars 2009-10 2008-09

Net Profit (As Reported) 1,093.24 977.02


Add: Compensation Expenses under ESOS included in the Net Profit 0.34 0.91
Less: Compensation Expenses under ESOS as per Fair Value (0.72) (3.17)
Net Profit (Fair value basis) 1,092.86 974.76
Basic Earning Per Share (Reported) – Rs. / Share 87.82 78.48
Basic Earning Per Share (Fair value basis)– Rs. / Share 87.79 78.30
Diluted Earning Per Share (Reported) – Rs. / Share 87.79 78.48
Diluted Earning Per Share (Fair value basis) – Rs. / Share 87.76 78.30

20. Earning per Share (EPS):


Particulars 2009-10 2008-09
(A) Basic EPS:
(i) Net Profit attributable to Equity Shareholders (Rs. Crores) 1,093.24 977.02
(ii) Weighted average number of Equity Shares outstanding (Nos.) 124,485,979 124,485,879
Basic EPS (Rs.) (i)/(ii) 87.82 78.48
(B) Diluted EPS:
(i) Weighted average number of Equity Shares Outstanding 124,485,979 124,485,879
(ii) Add: Potential Equity Shares on exercise of option 37,493 -

(iii) Weighted average number of Equity Shares Outstanding


for calculation of Diluted EPS (i+ii) 124,523,472 124,485,879
Diluted EPS (Rs.) {(A) (i) } / (iii) 87.79 78.48
Face value of Shares (Rs.) 10 10
21. Figures less than Rs.50,000 have been shown at actuals, wherever statutorily required to be disclosed,
as the figures have been rounded off to the nearest lakh.
22. Previous year’s figures have been regrouped and rearranged wherever necessary to conform to this
year’s classification.
23. Additional information required under Part II of Schedule VI to the Companies Act, 1956 (as certified by
the Executives of the respective Divisions) is as per Schedule 22.

99
Schedules

Schedule 22
ADDITIONAL INFORMATION UNDER PART II OF SCHEDULE VI TO THE COMPANIES ACT, 1956
1. CAPACITIES AND PRODUCTION:

Product Unit Installed Capacity* Actual Production


2009-10 2008-09 2009-10 2008-09
Cement Lakh tonnes 231.00 219.00 176.39 158.64
Licensed capacity not indicated due to abolition of industrial licenses as per Notification No. 477 (E)
dated July 25, 1991 issued under The Industries (Development and Regulation) Act, 1951.
* As Certified by the Management and accepted by the Auditors.
2. TURNOVER:
Product Unit 2009-10 2008-09
Quantity Value Quantity Value
Rs. in Crores Rs. in Crores
Cement Lakh tonnes 177.65 6,074.60 158.02 5,396.02
Clinker Lakh tonnes 24.61 454.58 23.77 543.80
Others — 520.50 — 443.26
Total 7,049.68 6,383.08
3. INVENTORY:
As at 31.03.2010 As at 31.03.2009
Product Unit Quantity Value Quantity Value
Rs. in Crores Rs. in Crores
Cement Lakh tonnes 3.49 83.00 3.03 67.82
Trading Goods — — — 0.02
4. RAW MATERIAL, STORES AND SPARE PARTS:
(a) Raw Material Consumed:
2009-10 2008-09
Product Unit Quantity Value Quantity Value
Rs. in Crores Rs. in Crores
Limestone* Lakh tonnes 224.90 247.06 213.88 187.18
Slag Lakh tonnes 7.03 55.30 4.96 16.66
Gypsum Lakh tonnes 8.17 112.66 6.60 89.63
Fly Ash Lakh tonnes 25.87 97.11 24.00 101.57
Iron ore Lakh tonnes 2.60 23.99 3.05 30.33
Clinker Lakh tonnes 5.52 176.29 1.52 24.34
Sand Lakh tonnes 14.05 61.07 12.99 56.96
Aggregates Lakh tonnes 16.15 66.12 14.18 62.38
Others — 121.01 — 115.91
Total* 960.61 684.96
*Including Royalty and Cess on limestone and other related overheads

100
Schedules

Schedule 22 (Contd.)
(b) Purchase of Finished Goods:
2009-10 2008-09
Class of goods Unit Quantity Value Quantity Value
Rs. in Crores Rs. in Crores

Cement Lakh tonnes 1.72 46.94 0.45 12.35


Others — 16.80 — 7.15

Total 63.74 19.50


(c) Value of Imports (on CIF basis): Rs. in Crores
2009-10 2008-09
(i) Raw materials 37.54 4.48
(ii) Fuel, stores and spares 422.14 643.91
(iii) Capital goods 32.25 75.18
(d) Value of imported and indigenous raw materials, stores and spares consumed:
2009-10 2008-09
Value % Value %
Rs. in Crores Rs. in Crores
Raw materials:
Imported 28.95 3.0 4.97 0.7
Indigenous 931.66 97.0 679.99 99.3
Total 960.61 100.0 684.96 100.0

2009-10 2008-09
Value % Value %
Rs. in Crores Rs. in Crores
Stores and spares:
Imported 43.71 9.0 62.85 13.2
Indigenous 439.71 91.0 413.84 86.8
Total 483.42 100.0 476.69 100.0
5. EXPENDITURE IN FOREIGN CURRENCY:
Rs. in Crores
2009-10 2008-09
Freight / Dispatch / Demurrage 80.63 105.27
Service Fees 7.00 4.86
Interest 4.06 10.18
Other Matters 0.75 1.54

101
Schedules

Schedule 22 (Contd.)
6. EARNINGS IN FOREIGN EXCHANGE:
Rs. in Crores
2009-10 2008-09
Export of goods {Including Rs. 322.92 Crores
(Previous Year Rs. 559.07 Crores) on FOB basis} 460.99 574.14
Dividend 1.69 4.77
Other receipts 18.77 40.92
7. DIVIDENDS REMITTED IN FOREIGN CURRENCY TO NON-RESIDENT SHAREHOLDERS:
(i) Remittance in foreign currency
Sr. No. Particulars 2009-10 2008-09
1 Dividend for the year ended 31.03.2009 31.03.2008
2 Number of Non-Resident Equity Shareholders 8 8
3 Number of Shares held by them 2,790 2,790
4 Amount remitted as dividend (Rupees) 13,950.00 13,950.00
(ii) Except for the above equity shareholders, the Company has not made any remittance in foreign
currency on account of dividends during the year and does not have information as to the extent to
which remittances in foreign currencies on account of dividends have been made by or on behalf of
non-resident equity shareholders.
(iii) The particulars of non-resident equity shareholders and the amount of dividends paid to them are
as under:
Sr. No. Particulars 2009-10 2008-09
1 Equity Dividend for the year ended 31.03.2009 31.03.2008

2 Number of Non-Resident Equity Shareholders


including those under (i) above 3,532 3,471

3 Number of Shares held by them 7,581,427 8,131,801


4 Amount paid as dividend (Rs. Crores) 3.79 4.07

Signatures to Schedules ‘1’ to ‘22’


KUMAR MANGALAM BIRLA
Chairman

O. P. PURANMALKA RAJASHREE BIRLA


Whole-time Director R. C. BHARGAVA
G. M. DAVE
K. C. BIRLA N. J. JHAVERI
Sr. Executive President & CFO V. T. MOORTHY
S. RAJGOPAL
S. K. CHATTERJEE D. D. RATHI
Mumbai, April 29, 2010 Company Secretary Directors

102
Additional Information under Part IV of Schedule VI to the
Companies Act, 1956

Balance Sheet Abstract and General Business Profile:


I Registration Details
Registration No. 1 1 - 1 2 8 4 2 0 State Code 1 1
Balance Sheet Date 3 1 - 0 3 - 1 0
II Capital Raised during the year (Amount in Rs. Thousands)
Public Issue Right Issue
N I L N I L
Bonus Issue Private Placement
N I L N I L
Employees Stock Options Scheme
1 2
III Position of Mobilisation & Deployment of Funds (Amount in Rs. Thousands)
Total Liabilities Total Assets
8 3 4 3 0 1 0 2 8 3 4 3 0 1 0 2
Source of Funds: Paid-up Capital Reserve & Surplus
1 2 4 4 8 7 1 4 4 8 2 1 7 1 9
Secured Loans Unsecured Loans
8 5 4 1 8 7 7 7 5 0 3 3 1 8
Application of Funds: Net Fixed Assets Investments
5 2 0 1 0 5 0 1 1 6 6 9 5 5 0 2
Net Current Assets Miscellaneous Expenditure
1 7 3 2 9 6 8 N I L

IV Performance of Company (Amount in Rs. Thousands)


Turnover Total Expenditure
7 7 2 9 1 2 8 6 6 1 4 0 9 6 8 8
+/- Profit/(Loss) Before Tax +/- Profit/(Loss) After Tax
+ 1 5 8 8 1 5 9 8 + 1 0 9 3 2 4 0 0
Earning Per Share (Rs.) Dividend Rate (%)
8 7 . 8 2 6 0

V Generic Name of Principal Product of the Company


Item Code 2 5 2 3 2 9 . 0 1
Product Description P O R T L A N D C E M E N T

KUMAR MANGALAM BIRLA


Chairman

O. P. PURANMALKA RAJASHREE BIRLA


Whole-time Director R. C. BHARGAVA
G. M. DAVE
K. C. BIRLA N. J. JHAVERI
Sr. Executive President & CFO V. T. MOORTHY
S. RAJGOPAL
S. K. CHATTERJEE D. D. RATHI
Mumbai, April 29, 2010 Company Secretary Directors

103
Statement Pursuant to Section 212 of the Companies Act, 1956
relating to Subsidiary Companies

Sr. Name of the Subsidiary Company Dakshin UltraTech UltraTech


No. Cements Cement Lanka Cement
Limited Private Limited Middle East
Investments
Limited
1 Financial year of the subsidiary company
ended on March 31, 2010 March 31, 2010 March 31, 2010
2 Holding Company’s Interest
a) Number of Shares fully paid 50,000 40,000,000 600,000
b) Extent of holding 100% 80% 100%
Rs. Crores Rs. Crores Rs. Crores
3 Net aggregate amount of Profit/(Loss)
of the subsidiary, so far as they concern
members of the UltraTech Cement Limited
i) for the financial year of the
subsidiary
a) Dealt with in the account — 1.69 —
of the holding company

b) Not dealt with in the accounts — 4.86* (0.04)


of the holding company
ii) for the previous financial years of
the subsidiary since it became the
holding company’s subsidiary
a) Dealt with in the account — 14.61 —
of the holding company
b) Not dealt with in the accounts — 15.00# —
of the holding company
4 As the financial year of the subsidiary
companies coincide with the financial
year of the holding company,
Section 212(5) of the Companies Act,
1956 is not applicable.
* converted Re. 1 = Sri Lankan
Rupees 2.41
# converted Re. 1= Sri Lankan
Rupees 2.47 — — —
KUMAR MANGALAM BIRLA
Chairman

O. P. PURANMALKA RAJASHREE BIRLA


Whole-time Director R. C. BHARGAVA
G. M. DAVE
K. C. BIRLA N. J. JHAVERI
Sr. Executive President & CFO V. T. MOORTHY
S. RAJGOPAL
S. K. CHATTERJEE D. D. RATHI
Mumbai, April 29, 2010 Company Secretary Directors

104
Auditors’ Report on the Consolidated Financial Statements

TO THE BOARD OF DIRECTORS OF ULTRATECH CEMENT LIMITED


1. We have audited the attached Consolidated Balance Sheet of ULTRATECH CEMENT LIMITED (“the
Company”), its subsidiaries and jointly controlled entity (the Company, its subsidiaries and jointly
controlled entity constitute “the Group”) as at March 31, 2010, the Consolidated Profit and Loss
Account and the Consolidated Cash Flow Statement of the Group for the year ended on that date, both
annexed thereto. The Consolidated Financial Statements include investments in the jointly controlled
entity accounted in accordance with Accounting Standard 27 (Financial Reporting of Interests in Joint
Ventures) as notified under the Companies (Accounting Standards) Rules, 2006. These financial statements
are the responsibility of the Company’s Management and have been prepared on the basis of the
separate financial statements and other financial information regarding components. Our responsibility
is to express an opinion on these Consolidated Financial Statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those
Standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates made by the Management, as
well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. We did not audit the financial statements of subsidiaries and a joint venture, whose financial statements
reflect total assets of Rs.70.90 crores as at March 31, 2010, total revenues of Rs. 244.43 crores and
net cash outflows amounting to Rs. 10.93 crores for the year ended on that date as considered in the
Consolidated Financial Statements. These financial statements have been audited by other auditors
whose reports have been furnished to us and our opinion in so far as it relates to the amounts included
in respect of these subsidiaries and joint venture is based solely on the reports of the other auditors.
4. We report that the Consolidated Financial Statements have been prepared by the Company in accordance
with the requirements of Accounting Standard 21 (Consolidated Financial Statements) and Accounting
Standard 27 (Financial Reporting of Interests in Joint Ventures) as notified under the Companies
(Accounting Standards) Rules, 2006.
5. Based on our audit and on consideration of the separate audit reports on individual financial statements
of the Company, its subsidiaries and joint venture and to the best of our information and according to
the explanations given to us, in our opinion, the Consolidated Financial Statements give a true and fair
view in conformity with the accounting principles generally accepted in India:
(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31,
2010;
(ii) in the case of the Consolidated Profit and Loss Account, of the profit of the Group for the year
ended on that date and
(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year
ended on that date.

For DELOITTE HASKINS & SELLS For G. P. KAPADIA & Co.


Chartered Accountants Chartered Accountants
(Registration No.117366W) (Registration No.104768W)

B. P. Shroff Atul B. Desai


Partner Partner
(Membership No. 34382) (Membership No. 30850)

MUMBAI, April 29, 2010

105
Co n s o l i d a t e d B a l a n c e S h e e t a s a t M a r c h 3 1 , 2 0 1 0

Rs. in Crores
As at
Schedules March 31, 2009
SOURCES OF FUNDS
Shareholders’ Funds
Share Capital 1A 124.49 124.49
Employees Stock Options Outstanding 1B 1.99 1.68
Reserves and Surplus 2 4,493.05 3,485.16
4,619.53 3,611.33
Loan Funds
Secured Loans 3 856.74 1,177.04
Unsecured Loans 4 750.33 965.83
1,607.07 2,142.87
Minority Interest 7.54 6.75
Deferred Tax Liabilities (net) 835.55 727.56
TOTAL 7,069.69 6,488.51
APPLICATION OF FUNDS
Fixed Assets
Gross Block 5 8,105.11 7,430.91
Less: Depreciation 3,147.01 2,775.40
Net Block 4,958.10 4,655.51
Capital Work-in-Progress 260.38 678.24
5,218.48 5,333.75
Goodwill 6.35 6.40
Investments 6 1,636.68 1,009.49
Current Assets, Loans and Advances
Inventories 7 826.98 705.55
Sundry Debtors 8 209.96 196.64
Cash and Bank Balances 9 111.69 104.68
Loans and Advances 10 364.80 393.48
1,513.43 1,400.35
Less:
Current Liabilities and Provisions
Current Liabilities 11 1,141.14 1,128.97
Provisions 12 164.13 132.53
1,305.27 1,261.50
Net Current Assets 208.16 138.85
Miscellaneous Expenditure 0.02 0.02
(to the extent not written off or adjusted)
TOTAL 7,069.69 6,488.51
Accounting Policies and Notes on Accounts 21

In terms of our report attached. KUMAR MANGALAM BIRLA


Chairman

For DELOITTE HASKINS & SELLS For G. P. KAPADIA & CO. O. P. PURANMALKA
Chartered Accountants Chartered Accountants Whole-time Director
RAJASHREE BIRLA
R. C. BHARGAVA
B. P. SHROFF ATUL B. DESAI K. C. BIRLA G. M. DAVE
Partner Partner Sr. Executive President & CFO N. J. JHAVERI
V. T. MOORTHY
S. RAJGOPAL
S. K. CHATTERJEE D. D. RATHI
Mumbai, April 29, 2010 Company Secretary Directors

106
Consolidated Profit and Loss Account for the year ended
March 31, 2010

Rs. in Crores
Previous
Schedules Year
INCOME
Gross Sales 7,854.52 7,340.98
Less: Excise Duty 679.45 777.34
Net Sales 7,175.07 6,563.64
Interest and Dividend Income 13 55.41 41.48
Other Income 14 66.58 60.80
Increase / (Decrease) in Stocks 15 (15.30) 97.51
7,281.76 6,763.43
EXPENDITURE
Raw Materials Consumed 16 1,039.50 844.22
Manufacturing Expenses 17 2,163.17 2,431.51
Purchase of Finished Products 63.74 19.50
Payments to and Provisions for Employees 18 254.45 220.86
Selling, Distribution, Administration and
Other Expenses 19 1,658.26 1,436.54
Interest and Finance Charges 20 117.52 125.61
Depreciation and Obsolesence 389.65 324.40
Amortisation of Goodwill on Consolidation 1.68 1.35
5,687.97 5,403.99
Less: Captive Consumption of Cement {Net of Excise Duty
Rs. 3.46 Crores (Previous Year Rs. 6.48 Crores)} (4.02) (8.38)
5,683.95 5,395.61
Profit Before Tax Expenses 1,597.81 1,367.82
Provision for Current Tax 392.53 200.25
Deferred Tax 108.44 181.63
Provision for Fringe Benefit Tax — 6.32
Profit After Tax 1,096.84 979.62
Minority Interest 1.64 1.56
Profit After Minority Interest 1,095.20 978.06
Balance brought forward from Previous Year 2,463.53 1,622.21
Profit Available for Appropriation 3,558.73 2,600.27
Appropriations
Proposed Dividend 74.69 62.24
Corporate Dividend Tax 12.41 10.58
Debenture Redemption Reserve (34.83) (36.08)
General Reserve 750.00 100.00
Balance carried to Balance Sheet 2,756.46 2,463.53
3,558.73 2,600.27

Basic Earnings Per Equity Share (in Rs.) {See Note B 14 (A)} 87.98 78.57
Diluted Earnings Per Equity Share (in Rs.) {See Note B 14 (B)} 87.95 78.57
Accounting Policies and Notes on Accounts 21
In terms of our report attached. KUMAR MANGALAM BIRLA
Chairman
For DELOITTE HASKINS & SELLS For G. P. KAPADIA & CO. O. P. PURANMALKA
Chartered Accountants Chartered Accountants Whole-time Director
RAJASHREE BIRLA
R. C. BHARGAVA
B. P. SHROFF ATUL B. DESAI K. C. BIRLA G. M. DAVE
Partner Partner Sr. Executive President & CFO N. J. JHAVERI
V. T. MOORTHY
S. RAJGOPAL
S. K. CHATTERJEE D. D. RATHI
Mumbai, April 29, 2010 Company Secretary Directors

107
Consolidated Cash Flow Statement for the year ended
March 31, 2010

Rs. in Crores
A Cash Flow from Operating Activities: March 31, 2010 March 31, 2009
Profit before tax 1,597.81 1,367.82
Adjustments for:
Depreciation and Obsolescence 389.65 324.40
Amortisation of Goodwill on Consolidation 1.68 1.35
Compensation Expenses under Employees Stock Option Scheme 0.34 0.91
Provision for Doubtful Debts and Advances / (Written back) 0.28 -
Bad Debts Written-off 0.44 0.40
Excess Provision written back 12.56 4.68
Provision for Retirement benefits 12.96 0.59
Provision for Mines Restoration 1.73 1.76
Interest and Dividend Income (55.41) (41.48)
Interest and Finance Charges 117.52 125.61
Unrealised Foreign Exchange (Gain)/Loss (13.91) 12.94
Unrealised loss on Investments 1.07 2.28
(Profit)/Loss on Sale of Fixed Assets (0.13) (0.18)
(Profit)/Loss on Sale of Current Investment (2.02) (5.39)
Operating Profit Before Working Capital Changes 2,064.57 1,795.69
Adjustments for:
(Increase)/decrease in Inventories (121.43) (85.90)
(Increase)/decrease in Sundry Debtors (14.04) 5.59
(Increase)/decrease in Loans and Advances 30.79 (0.16)
(Increase)/decrease in Miscellaneous Expenditure not Written Off - (0.02)
Increase/(decrease) in Trade Payables and other Liabilities 25.21 (54.38)
Cash Generated From Operations 1,985.10 1,660.82
Taxes paid (391.86) (212.94)
Expenditure for Mines Restoration (0.15) (0.15)
Net Cash Generated from Operating Activities (A) 1,593.09 1,447.73
B Cash Flow from Investing Activities:
Purchase of Fixed Assets (275.38) (851.59)
Sale of Fixed Assets 3.09 17.14
(Increase) / decrease in Current Investments (628.26) (865.11)
Profit on Sale of Current Investments 2.02 5.39
Interest and Dividend Received 55.41 41.48
Net Cash used in Investing Activities (B) (843.12) (1,652.69)
C Cash Flow from Financing Activities:
Proceeds from Issue of Share Capital 0.07 -
Repayment of Long Term Borrowings (300.00) (411.52)
Proceeds from Long Term Borrowings 32.89 804.81
Repayment of Short Term Borrowings (Net) (253.92) (10.17)
Interest and Finance Charges paid (145.94) (117.57)
Dividend Paid (62.66) (63.45)
Corporate Dividend Tax (10.58) (10.58)
Net Cash Generated / (Used) from Financing Activities (C) (740.14) 191.52
Net Increase/(Decrease) in cash and cash equivalents (A + B + C) 9.83 (13.44)
Cash and Cash Equivalents at the Beginning of the Year 104.68 114.30
Effect of exchange rate on consolidation of Foreign Subsidiary (2.82) 3.82
Cash and Cash Equivalents at the End of the Year 111.69 104.68
Notes:
1. Cash flow statement has been prepared under the indirect method as set out in Accounting Standard - 3 notified under the
Companies (Accounting Standard) Rules, 2006.
2. Purchase of fixed assets includes movements of capital work-in-progress during the year.
3. Cash and cash equivalents represent cash and bank balances.
In terms of our report attached. KUMAR MANGALAM BIRLA
Chairman

For DELOITTE HASKINS & SELLS For G. P. KAPADIA & CO. O. P. PURANMALKA
Chartered Accountants Chartered Accountants Whole-time Director
RAJASHREE BIRLA
R. C. BHARGAVA
B. P. SHROFF ATUL B. DESAI K. C. BIRLA G. M. DAVE
Partner Partner Sr. Executive President & CFO N. J. JHAVERI
V. T. MOORTHY
S. RAJGOPAL
S. K. CHATTERJEE D. D. RATHI
Mumbai, April 29, 2010 Company Secretary Directors

108
Schedules forming part of Consolidated Financial Statements

Rs. in Crores
Previous
Year
SCHEDULE 1A
SHARE CAPITAL
Authorised
130,000,000 Equity shares of Rs. 10 each 130.00 130.00

Issued, Subscribed and Paid-up 124.49 124.49


124,487,079 Equity shares of Rs. 10 each fully paid-up.
(Previous Year 124,485,879)
124.49 124.49
SCHEDULE 1B
EMPLOYEES STOCK OPTIONS OUTSTANDING
Employees Stock Options Outstanding 2.21 2.45
Less: Deferred Employees Compensation Expenses 0.22 0.77
1.99 1.68

Outstanding Employees Stock Options exercisable into 132,885 Equity Shares of Rs.10 each fully paid-up
(Previous Year 168,070).

SCHEDULE 2
RESERVES AND SURPLUS Rs. in Crores
Balance Additions Deduction/ Balance
as at during Adjustments as at
March 31, the during March 31,
2009 year the year 2010
Capital Reserve 25.02 — — 25.02
Cash Subsidy Reserve 0.10 — — 0.10
Debenture Redemption Reserve 125.55 40.17 (75.00) 90.72
General Reserve 871.14 750.00 — 1,621.14
Securities Premium Account — 0.10 — 0.10
Exchange Variation Reserve * (0.18) (0.31) — (0.49)
Surplus as per Profit and Loss Account 2,463.53 1,095.20 (802.27) 2,756.46
3,485.16 1,885.16 (877.27) 4,493.05
Previous Year 2,577.32 1,125.83 (217.99) 3,485.16

* Exchange Variation Reserve has been created for Exchange Variation loss in Opening Equity Share Capital and
Reserves and Surplus of UltraTech Cement Lanka (Pvt.) Ltd & UltraTech Cement Middle East Investments Ltd.

SCHEDULE 3
SECURED LOANS
Non-Convertible Debentures 536.33 835.29
Other Loans:
Foreign Currency Loan 285.16 285.16
Loans from Banks:
Cash Credits / Working Capital Borrowings from Banks Secured by
Hypothecation of Stocks and Book Debts 35.25 56.58
Loans from Others - 0.01
856.74 1,177.04

109
Schedules forming part of Consolidated Financial Statements

Rs. in Crores
Previous
Year
SCHEDULE 4
UNSECURED LOANS
Short Term:
From Banks 13.47 246.54
Long Term:
From Banks 320.98 335.26
Sales Tax Deferment Loans 415.88 384.03
750.33 965.83

SCHEDULE 5
FIXED ASSETS
Rs. in Crores
Particulars Gross Block Depreciation Net Block
As at Additions Deductions/ As at As at For the Deductions/ Upto As at As at
March 31, Adjustments March 31, March 31, year Adjustments March 31, March 31, March 31,
2009 2010 2009 2010 2010 2009
(A) Tangible Assets
Freehold Land 111.13 61.42 0.06 172.49 — — — — 172.49 111.13
Leasehold Land 19.71 0.12 0.22 19.61 7.32 0.66 0.10 7.88 11.73 12.39
Buildings 561.04 25.45 0.28 586.21 162.45 17.52 0.06 179.91 406.30 398.59
Railway Sidings 159.66 9.17 — 168.83 82.36 7.92 — 90.28 78.55 77.30
Plant and Machinery 6,367.55 582.12 15.29 6,934.38 2,370.38 343.76 12.02 2,702.12 4,232.26 3,997.17
Furniture and Fixtures 110.56 12.83 4.20 119.19 73.91 12.27 4.04 82.14 37.05 36.65
Jetty 76.63 — — 76.63 68.76 0.96 — 69.72 6.91 7.87
Vehicles 17.23 0.69 0.95 16.97 7.87 2.49 0.65 9.71 7.26 9.36
Total Tangible Assets 7,423.51 691.80 21.00 8,094.31 2,773.05 385.58 16.87 3,141.76 4,952.55 4,650.46
(B) Intangible Assets
Software 7.40 3.40 — 10.80 2.35 2.90 — 5.25 5.55 5.05
Total Assets (A+B) 7,430.91 695.20 21.00 8,105.11 2,775.40 388.48 16.87 3,147.01 4,958.10 4,655.51
Previous year 4,997.21 2,479.25 45.55 7,430.91 2,479.48 320.38 24.46 2,775.40

Add: Capital Work-in-Progress {includes advances of Rs. 51.09 Crores (Previous Year Rs. 118.23 Crores)} 260.38 678.24
5,218.48 5,333.75
Note:
A) Depreciation for the year 388.48 320.38
Add: Obsolesence 1.17 4.13
Less: Depreciation transferred to Pre-operative Expenses — (0.11)
Depreciation as per Profit and Loss Account 389.65 324.40

SCHEDULE 6
INVESTMENTS
LONG - TERM (At Cost)
Unquoted - In Fully Paid Shares and Securities other than Trade
Government and Trust Securities — —
(Rs. 10,000, Previous Year Rs. 10,000)
Pledged as security deposit
Others - Unquoted
2,000,000 4.5% Cumulative Non-Convertible Redeemable
Preference Shares of Rs. 100 each in Aditya Birla Health
Services Limited. (Previous Year 2,000,000) 20.00 20.00
CURRENT INVESTEMETNS (Lower of Cost or
Fair Martket Value)
Investment in Debt Schemes of Various Mutual Funds 1,606.68 989.49
Fixed Deposits with Financial Institutions 10.00 —
1,636.68 1009.49

Note: No. of Units of Various Mutual Funds - Debt Schemes purchased and redeemed during the year 9,049,397,182.

110
Schedules forming part of Consolidated Financial Statements

Rs. in Crores
Previous
Year
SCHEDULE 7
INVENTORIES
Stores and Spare parts, Packing Material, Fuel and Scrap 481.18 380.15
Raw Materials 91.87 68.00
Work-in-Progress 166.40 176.99
Finished Goods {Includes stock in transit Rs. 4.99 Crores;
(Previous Year Rs. Nil); 87.53 80.41
Includes Trading Inventory of Rs. Nil
(Previous Year Rs. 0.02 Crore)}
826.98 705.55
SCHEDULE 8
SUNDRY DEBTORS
Exceeding six months:
Considered Good and Secured 0.90 5.58
Considered Good and Unsecured 4.49 11.78
Considered Doubtful and Unsecured 0.43 0.19
5.82 17.55
Less: Provision for Doubtful Debts 0.43 0.19
5.39 17.36
Others:
Considered Good and Secured 48.02 82.98
Considered Good and Unsecured 156.55 96.30
204.57 179.28
209.96 196.64
SCHEDULE 9
CASH AND BANK BALANCES
Cash Balance on Hand {Including Cheques on Hand
Rs. 13.36 Crores; (Previous Year Rs. 6.06 Crores)} 13.53 6.23
Bank Balance:
In Current Accounts 70.42 98.39
In Fixed Deposit Accounts 27.74 0.06
111.69 104.68
SCHEDULE 10
LOANS AND ADVANCES
Secured and Considered Good
Loan against House Property (Secured by deposit of title deeds) 1.26 1.76
Unsecured
Considered Good, unless otherwise specified:
Loan to the Managing Director 0.50 0.50
Deposits and Balances with Government and other Authorities 124.57 128.18
Advances recoverable in cash or in kind or for value
to be received 226.01 252.69
Advance Tax (Net of Provision) 12.46 10.35
Advances recoverable in cash or in kind - considered doubtful 0.22 0.22
363.76 391.94
Less: Provision for doubtful Loans and Advances 0.22 0.22
363.54 391.72
364.80 393.48

111
Schedules forming part of Consolidated Financial Statements

Rs. in Crores
Previous
Year
SCHEDULE 11
CURRENT LIABILITIES
Sundry Creditors 683.09 745.93
Security and Other Deposits 180.71 157.85
Advances from Customers 92.09 78.39
Investor Education and Protection Fund, Amount not due:
Unpaid Dividend 1.67 1.22
Other Liabilities 153.74 89.33
Interest accrued but not due on loans 29.84 56.25
1,141.14 1,128.97
SCHEDULE 12
PROVISIONS
For Retirement Benefits 41.47 28.51
For Mines Restoration 6.70 5.12
For Provision for Tax (Net of Advance Tax) 28.86 26.08
For Proposed Dividend 74.69 62.24
For Corporate Dividend Tax 12.41 10.58
164.13 132.53

SCHEDULE 13
INTEREST AND DIVIDEND INCOME
Interest (Gross) on others 5.64 8.69
{Tax Deducted at Source Rs. 0.67 Crore, (Previous Year Rs. 1.03 Crores)}
Dividend from Current Investments 49.77 32.79
55.41 41.48
SCHEDULE 14
Other Income
Lease Rent 0.27 0.31
Insurance Claim 1.36 0.98
Profit on Sale of Current Investments (Net) 2.02 5.39
Profit on Sale of Fixed Assets (Net) 0.13 0.18
Exchange Rate Difference (Net) 16.90 —
Miscellaneous Income / Receipts 45.90 53.94
66.58 60.80
SCHEDULE 15
INCREASE / (DECREASE) IN STOCKS
Closing Stock
Work-in-progress 166.40 176.99
Finished Goods 82.54 80.39
248.94 257.38
Opening stock
Work-in-progress 176.99 102.35
Finished Goods 80.39 59.94
257.38 162.29
Add: Increase / (Decrease) in Excise Duty on Stocks (6.86) 2.42
Increase / (Decrease) in Stocks (15.30) 97.51

112
Schedules forming part of Consolidated Financial Statements

Rs. in Crores
Previous
Year
SCHEDULE 16
RAW MATERIALS CONSUMED
Opening Stock 68.00 43.26
Purchase and Incidental Expenses 1,063.37 868.96
1,131.37 912.22
Less: Closing Stock 91.87 68.00
1,039.50 844.22
SCHEDULE 17
MANUFACTURING EXPENSES
Freight and Handling expense on Clinker transfer 144.11 162.86
Consumption of Stores, Spare Parts, Components and Packing Materials 433.99 408.48
Power and Fuel Consumed 1,432.07 1,728.16
Hire Charges of Plant and Machinery and others 6.59 8.58
Repairs to Plant and Machinery 97.47 92.64
Repairs to Buildings 22.97 8.00
Repairs to Others 25.97 22.79
2,163.17 2,431.51
SCHEDULE 18
PAYMENTS TO AND PROVISIONS FOR EMPLOYEES
Salaries, Wages and Bonus 215.55 180.11
Contribution to Provident and Other Funds 22.47 25.87
Compensation Expenses under Employees Stock Options Scheme 0.34 0.91
Welfare Expenses 16.09 13.97
254.45 220.86
SCHEDULE 19
SELLING, DISTRIBUTION, ADMINISTRATION AND OTHER EXPENSES
Commission paid to Distributors and Selling Agents 46.07 23.24
Cash Discount 69.01 56.56
Freight, handling and other expenses 1,229.01 1,058.35
Advertisement and Sales Promotion 136.70 106.86
Insurance 8.94 8.28
Rent (including Lease Rent) 19.29 17.72
Rates and Taxes 36.90 32.31
Stationery, Printing and Communication Expenses 11.65 11.12
Travelling and Conveyance 23.45 24.73
Legal and Professional charges 25.75 27.66
Bad Debts and Advances Written Off 0.44 0.40
Provision for Doubtful Debts and Advances 0.28 —
Directors’ Fees 0.16 0.13
Power (other than related to Manufacturing Activity) 2.13 2.08
Exchange Rate difference (Net) — 27.52
Contribution for Political Party (General Electoral Trust) 1.15 10.00
Miscellaneous Expenses 47.33 29.58
1,658.26 1,436.54
SCHEDULE 20
INTEREST AND FINANCE CHARGES
(A) Interest
On Debentures and Fixed Loans 83.87 90.55
On Others Loans 29.11 28.77
112.98 119.32
(B) Finance Charges 4.54 6.29
117.52 125.61

113
Schedules forming part of Consolidated Financial Statements

Schedule 21
ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
A Significant Accounting Policies:
1. Basis of Accounting:
The financial statements are prepared and presented under the historical cost convention on accrual
basis of accounting in accordance with the Generally Accepted Accounting Principles (GAAP) in India
and comply in all material aspects with the Accounting Standards (AS) notified under the Companies
(Accounting Standard) Rules, 2006 (as amended), other pronouncements of the Institute of Chartered
Accountants of India, the relevant provisions of the Companies Act, 1956 and guidelines issued by
Securities and Exchange Board of India.
2. Use of Estimates:
The preparation of financial statements in conformity with the GAAP requires estimates and assumptions
to be made that affect the reported amounts of assets and liabilities on the date of the financial
statements, the reported amounts of revenues and expenses during the reported period and the disclosures
relating to contingent liabilities as of the date of the financial statements. Any revision to accounting
estimates is recognised prospectively in the current and future periods. Difference between actual results
and estimates are recognised in the period in which the results are known or materialise.
3. Fixed Assets:
Fixed assets, whether tangible or intangible, are stated at cost less accumulated depreciation, net of
Modvat / Cenvat (wherever claimed), less accumulated depreciation. The cost of fixed assets includes
taxes, duties, freight and other incidental expenses incurred in relation to their acquisition and bringing
the assets for their intended use.
Advances paid towards the acquisition of fixed assets outstanding at each balance sheet date and the
cost of fixed assets not ready for their intended use before such date are disclosed under Capital Work-
in-Progress.
4. Treatment of Expenditure during Construction Period:
Expenditure / Income, during construction period is included under Capital-Work-in-Progress and the
same is allocated to the respective Fixed Assets on the completion of their construction.
5. Foreign Currency Transactions:
(i) Transactions denominated in foreign currency are recorded at the exchange rate prevailing on the
date of the transaction. Monetary assets and liabilities denominated in foreign currency at the
balance sheet date are translated at the year-end rates.
(ii) In respect of Forward exchange contracts, premium or discount, being the difference between the
forward exchange rate and the exchange rate at the inception of contract is recognised as expense
or income over the life of the Contract.
(iii) Exchange difference including premium or discount on forward exchange contracts, relating to
borrowed funds, liabilities and commitments in the foreign currency for acquisition of fixed assets,
arising till the assets are ready for their intended use, are adjusted to cost of fixed assets. Any other
exchange difference either on settlement or translation is recognised in the Profit and Loss account.
(iv) Investments in equity capital of companies registered outside India are carried in the Balance Sheet
at the rates at which transactions have been executed.
6. Financial Derivatives:
Derivative financial instruments are used to hedge risk associated with foreign currency fluctuations and
interest rates. The derivative contracts are closely linked with the underlying transactions and are
intended to be held to maturity. These are accounted on the date of their settlement and realised gain/
loss in respect of settled contracts is recognised in the Profit and Loss Account.
7. Investments:
Investments are classified into long-term investments and current investments. Long-term investments are
carried at cost after deducting provisions, if any, made for diminution other than temporary, determined
separately for each individual investment.

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Current investments are carried at lower of cost or fair value, determined separately for each individual
investment.
8. Inventories:
Inventories are valued at the lower of weighted average cost and estimated net realisable value except
waste / scrap which is valued at net realisable value.
Cost of finished goods and process stock includes cost of conversion and other costs incurred in
bringing the inventories to their present location and condition.
Obsolete, defective and unserviceable inventories are duly provided for.
9. Leases:
a) In respect of lease transactions entered into prior to April 1, 2001, lease rentals of assets acquired
are charged to the Profit and Loss Account.
b) Lease transactions entered into on or after April 1, 2001:
i) Assets acquired under leases where the Company has substantially all the risks and rewards of
ownership are classified as finance leases. Such assets are capitalised at the inception of the
lease at the lower of the fair value or the present value of minimum lease payments and a
liability is created for an equivalent amount. Each lease rental paid is allocated between the
liability and the interest cost, so as to obtain a constant periodic rate of interest on the
outstanding liability for each period.
ii) Assets acquired under leases where a significant portion of the risks and rewards of ownership
are retained by the lessor are classified as operating leases. Lease rentals are charged to the
Profit and Loss Account on accrual basis.
iii) Assets leased out under operating leases are capitalised. Rental income is recognised on
accrual basis over the lease term.
(Also refer to the policy on Depreciation and Amortisation below)
10. Depreciation and Amortisation:
Depreciation is charged in the Accounts on the following basis:
(A) Tangible Assets:
(i) Depreciation is provided on the straight-line basis at the rates and in the manner prescribed in
Schedule XIV to the Companies Act, 1956 except for the following:
a) Company Vehicles other than those provided to the employees at 20% per annum.
b) Motor Cars given to the employees as per the Company’s Scheme are depreciated over
the Scheme period.
c) Roads, Culverts, Walls, Buildings etc., within factory premises at 3.34 % per annum.
d) Computer and Office Equipments at 25% per annum.
e) Furnitures and Fixtures at 14.29% per annum.
f) Mobile Phones at 33.33% per annum.
(ii) Assets acquired up to September 30, 1987, are depreciated at the rates prevailing at the time
of acquisition.
(iii) The value of leasehold land and mining lease is amortised over the period of the lease.
(iv) Assets not owned by the Company are amortised over a period of five years or the period
specified in the agreement.

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(v) Expenditure incurred on Jetty is amortised over the period of the relevant agreement such that
the cumulative amortisation is not less than the cumulative rebate availed by the Company.
(vi) Depreciation on additions is provided on a pro-rata basis from the month of installation or
acquisition and in case of project from the date of commencement of commercial production,
while depreciation on deductions / disposals is provided on a pro-rata basis upto the month
preceding the month of deductions / disposals.
(B) Intangible Assets:
Specialised softwares are amortised over a period of 3 years.
11. Impairment of Assets:
The carrying amounts of assets are reviewed at each balance sheet date, if there is an indication of
impairment based on the internal and external factors.
An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable amount. An
impairment loss, if any, is charged to the Profit and Loss Account in the year in which the asset is
identified as impaired. Reversal of impairment loss recognised in prior years is recorded when there is an
indication that impairment loss recognised for the asset no longer exists or has been decreased.
12. Employee Benefits:
(i) Defined Contribution Plan
Contributions payable to recognised provident fund and approved superannuation scheme, which are
defined contribution plans, are recognised as expense in the Profit and Loss Account; as they are
incurred.
(ii) Defined Benefit Plan
The obligation in respect of defined benefit plans, which cover Gratuity, Pension and Post retirement
medical benefits, are provided for on the basis of an actuarial valuation, using the projected unit
credit method, at the end of each financial year. Gratuity is funded with an approved fund. Actuarial
gains/losses, if any, are recognised immediately in the Profit and Loss Account.
Obligation is measured at the present value of estimated future cash flows using a discount rate
that is based on the prevailing market yields of Government of India securities as at the balance
sheet date for the estimated term of the obligations.
(iii) Other Long Term Benefits
Long-term compensated absences are provided for on the basis of an actuarial valuation, using the
projected unit credit method, at the end of each financial year. Actuarial gains/losses, if any, are
recognised immediately in the Profit and Loss Account.
13. Borrowing Costs:
Borrowing costs that are attributable to the acquisition or construction of a qualifying asset are capitalised
as part of the cost of such asset till such time the asset is ready for its intended use. A qualifying asset
is an asset that necessarily takes a substantial period of time to get ready for its intended use. All other
borrowing costs are recognised as an expense in the period in which they are incurred.
The difference between the face value and the issue price of ‘Discounted Value Non-Convertible
Debentures’, being in the nature of interest, is charged to the profit and loss account, on a compound
interest basis determined with reference to the yield inherent in the discount.
14. Taxation:
Current Tax is measured on the basis of estimated taxable income for the current accounting period and
tax credits computed in accordance with the provisions of the Income Tax Act, 1961.
Deferred Tax resulting from “timing differences” between book and taxable profit for the year is
accounted for using the tax rates and laws that have been enacted or substantively enacted as on the
balance sheet date. Deferred tax assets are recognised and carried forward only to the extent that there

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Schedule 21 (Contd.)
is reasonable certainty, except for carried forward losses and unabsorbed depreciation which are
recognised based on virtual certainty, that the assets will be realised in future.
15. Revenue Recognition:
(i) Sales Revenue is recognised on transfer of significant risks and rewards of ownership of the goods
to the buyer. Sales are net of Sales Tax, VAT, trade discounts, rebates and returns but includes excise
duty.
(ii) Income from services is recognised as they are rendered, based on agreement/arrangement with
the concerned parties.
(iii) Dividend income on investments is accounted for when the right to receive the payment is established.
Interest income is recognised on accrual basis.
(iv) Export Incentives, insurance, railway and other claims, where quantum of accruals cannot be
ascertained with reasonable certainty, are accounted on acceptance basis.
16. Mines Restoration Expenditure:
The Company provides for the estimated expenditure required to restore quarries and mines. The total
estimate of restoration expenses is apportioned over the estimate of mineral reserves and a provision is
made based on minerals extracted during the year.
Provision for Mines Restoration is reviewed annually, on the basis of technical estimates.
17. Provisions, Contingent Liabilities and Contingent Assets:
Provisions are recognised when there is a present obligation as a result of past events and it is probable
that there will be an outflow of resources which can be measured only by using of substantial degree of
estimation.
Contingent Liabilities are not recognised but are disclosed and Contingent Assets are neither recognised
nor disclosed, in the financial statements.
18. Employees Share based payments:
The Company follows intrinsic value method for valuation of Employees Stock Options. The excess of
the market price of shares at the time of grant of options, over the exercise price to be paid by the
option holder is considered as employee compensation expense and is amortised in the Profit and Loss
account over the period of vesting, adjusting for the actual and expected vesting.
19. Earnings per Share:
The basic Earnings per Share (“EPS”) is computed by dividing the net profit after tax for the year
attributable to the equity shareholders by the weighted average number of equity shares outstanding
during the year.
For the purpose of calculating diluted earnings per share, net profit after tax for the year attributable to
the equity shareholders and the weighted average number of equity shares outstanding during the year
are adjusted for the effects of all dilutive potential equity shares.
20. Government Grants and Subsidies:
(i) Government grants and subsidies are recognised when there is reasonable assurance that the
Company will comply with the condition attached thereto and that the grants will be received.
(ii) Capital Government Grants or Subsidies relating to specific fixed assets are deducted from the
gross value of the respective fixed assets.
(iii) Revenue Government Grants or Subsidies relating to an expense item are recognised as income
over the period to match them on a systematic basis to the costs.
21. Segment Reporting Policies:
Primary Segment is identified based on the nature of products and services, the different risks and
returns and the internal business reporting system. Secondary segment is identified based on geography
in which major operating divisions of the Company operate.

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Schedule 21 (Contd.)
B. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Principles of consolidation
(a) The Consolidated Financial Statements (CFS) are prepared on the following basis in accordance with
Accounting Standard on “Consolidated Financial Statements” and (AS – 21), “Financial Reporting of
Interest in Joint Ventures” (AS – 27), notified under the Companies (Accounting Standard) Rules, 2006:
(i) The financial statements of the Company and its subsidiary companies are combined on a line-
by-line basis by adding together the book values of like items of assets, liabilities, income and
expenses, after eliminating material intra-group balances and intra-group transactions resulting
in unrealised profits or losses in accordance with AS-21.
(ii) The difference between the costs of investment in the subsidiaries, over the net assets as at the
end of the financial year immediately preceding the year of acquisition of shares in the
subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case
may be.
(iii) The Company’s interest in Jointly Controlled Entity is consolidated on a proportionate
consolidation basis by adding together the proportionate book values of assets, liabilities,
income and expenses and eliminating the unrealised profits / losses on intra-group transactions
in accordance with Accounting Standard (AS-27).
(iv) As far as possible, the consolidated financial statements are prepared using uniform accounting
policies for like transactions and other events in similar circumstances and appropriate adjustments
are made to the financial statements of subsidiaries when they are used in preparing the
consolidated financial statements that are presented in the same manner as the Company’s
separate financial statements.
(v) The financial statements of the Company, its Subsidiaries and Jointly controlled entity used in
the consolidation are drawn upto the same reporting date i.e. March 31, 2010.
(vi) The Consolidated financial statements includes two subsidiaries incorporated outside India
whose financial statements have been drawn up in accordance with the generally accepted
accounting practices (GAAP) as applicable locally. These financial statements have been re-
stated in Indian Rupees considering them as non-integral part of the Group’s operations and
the resultant exchange gain/ loss on conversion has been carried forward as Translation
Reserve. In the opinion of the Management, based on the analysis of the significant transactions
of those subsidiaries, no material adjustments are required to be made to comply with group
accounting policies / Indian GAAP.
(b) The Consolidated Financial Statements (CFS) comprises the financial statements of UltraTech Cement
Limited, its Subsidiaries and its interest in Joint Venture (Group) as at 31.03.2010, which are as under:
Name of the Company Country of % Shareholding % Shareholding
Incorporation and and
Voting Power Voting Power
2010 2009
(I) Subsidiary Companies
(a) Dakshin Cements Limited India 100% 100%
(b) UltraTech Cement Lanka (Private)
Limited. (Formerly known as
UltraTech Ceylinco Pvt. Limited Sri Lanka 80% 80%
(c) UltraTech Cement Middle
East Investments Limited
(w.e.f. 03.03.2010) UAE 100% —
(II) Joint Venture
Madanpur (North) Coal Company
Private Limited (MNCCPL) India 11.17% 11.17%

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Schedule 21 (Contd.)
(c) The effect of intra group transactions between the Company and its subsidiaries are eliminated on
consolidation.
2. Notes on Accounts of the financial statements of the Company, its Subsidiaries and its interest in Joint
Venture are set out in their respective financial statements.
3. Goodwill:
Goodwill represents the difference between the Group’s share in the net worth of a subsidiary, and the
cost of acquisition at each point of time of making the investment in the subsidiary. For this purpose, the
Group’s share of net worth is determined on the basis of the latest financial statements prior to the
acquisition after making necessary adjustments for material events between the date of such financial
statements and the date of respective acquisition.
Goodwill arising out of an acquisition of equity stake is translated at the closing rate on each Balance
Sheet date as per AS-11 “The Effects of Changes in Foreign Exchange Rates” notified under the
Companies (Accounting Standard) Rules, 2006. Goodwill is amortised over a period of 10 years from
the date of acquisition. In the event of cessation of operations of a subsidiary, the unamortised goodwill
is written off fully.
During the year Rs. 1.68 Crores (Previous year Rs. 1.35 Crores) was amortised from goodwill.
Reserves shown in the consolidated balance sheet represents the Group’s share in the respective
reserves of the Group companies.
4. Contingent Liabilities not provided for in respect of:
Rs. in Crores
Claims not acknowledged as debts in respect of matters in appeals Previous Year
(a) Sales-tax liability 61.34 60.72
(b) Excise duty 53.00 46.72
(c) Royalty on Limestone/ Marl 42.84 41.01
(d) Customs 0.11 0.11
(e) Others* {includes Rs. 3.65 Crores for the Company’s
interest in Joint Venture, (Previous year Rs. 3.65 Crores)} 29.68 40.08
* The Company has issued Corporate guarantee of Rs. 3.65 Crores (Previous year Rs. 3.65 Crores) in
favour of the banker of its Joint Venture Company i.e. Madanpur (North) Coal Company (Pvt.) Ltd.
5. The Ministry of Textiles, vide its orders dated June 30, 1997 and July 1, 1999 has deleted cement from
the list of commodities to be packed in Jute bags under the Jute Packaging (Compulsory Use in Packing
Commodities) Act, 1987. In view of this, the Company does not except any liability for non-despatch of
cement in Jute bags in respect of earlier years.
6. The Srilankan customs commenced an inquiry on the allegation that dividends declared by the Company’s
Subsidiary UltraTech Cement Lanka (Pvt) Ltd. (UCLPL) and remitted to the Company represents part of
settlement in respect of the cement imported by the UCLPL and that additional duty is payable by the
UCLPL. The Sri Lanka Customs have not provided a basis for any value to be attributed as alleged
additional duty payable. The inquiry was last held on July 2, 2008.
The UCLPL has also filled a Writ Application in the Court of Appeal in seeking inter alia to quash the
aforesaid decision by Sri Lanka Customs to hold the said inquiry and the said application is at the stage
of filling counter objections by the respondents. The next hearing date is scheduled for June 21, 2010.
The UCLPL contends there is no basis to include dividends paid in the value of goods and consequently
intends to resist the aforesaid contention of the Customs at any inquiry.
7. Estimated amount of contracts remaining to be executed on capital account and not provided (net of
advances) Rs. 233.29 Crores (Previous year Rs. 170.09 Crores).
8. Segment reporting
Business Segment
The Company is exclusively engaged in the business of cement. This is in context of AS-17 “Segment

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Schedule 21 (Contd.)
Reporting”, notified under the Companies (Accounting Standard) Rules, 2006, constitutes one single
primary segment.
Geographical Segment is identified as secondary segment and details are given below:
Rs. in Crores
Revenue 2009-10 2008-09
Segment Revenues (Sales):
India 6,588.69 5,802.59
Rest of the World 586.38 761.05
Total 7,175.07 6,563.64

9. Disclosure of related parties / related party transactions:


(a) Names of the related parties with whom transactions were carried out during the year and description
of relationship:
Name of the Related Party Nature of Relationship
Grasim Industries Limited (Grasim) Holding Company
Samruddhi Swastik Trading & Investment Ltd.(SSTIL) Fellow Subsidiary
Vikram Sponge Iron Ltd (VSIL) (Upto 21.05.2009) Fellow Subsidiary
Grasim Bhiwani Textiles Ltd.(GBTL) Fellow Subsidiary
Key Management Personnel (KMP) and their relatives
Mr. S. Misra, Managing Director of the Company

(b) Disclosure of related party transactions:


Rs. in Crores
Sr.No Nature of Transaction Grasim SSTIL VSIL KMP Total
1. Sale of Goods 122.31 — — — 122.31
(101.77) — — — (101.77)
2. Purchase of goods 191.23 — 0.50 — 191.73
(41.45) — — — (41.45)
3. Sale of Fixed Assets 0.61 — — — 0.61
(20.12) — — — (20.12)
4. Purchase of Fixed Assets 0.16 — — — 0.16
(2.72) — — — (2.72)
5. Receiving of Services 1.78 0.20 1.27 6.20 9.45
(8.18) (0.19) — (5.03) (13.40)
6. Dividend and other income — — — — —
received/ receivable (1.52) — — — (1.52)
7. Dividend Paid 31.56 2.54 — — 34.10
(31.31) (2.54) — — (33.85)
8. Interest Paid 0.15 — — — 0.15
(2.04) — — — (2.04)
9. Interest Received — — — 0.02 0.02
— — — (0.01) (0.01)
10. Debenture Repayment 10.00 — — — 10.00
(25.00) — — — (25.00)
Figures in brackets are pertaining to previous year.

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Schedule 21 (Contd.)
Outstanding Balance as on March 31, 2010:
Sr.No Nature of Transaction Grasim SSTIL GBTL KMP Total
1. Debtors 4.11 — — — 4.11
(7.76) — — — (7.76)
2. Loans and Advances — 0.14 Rs.12,000 0.50 0.64
— (0.09) — (0.50) (0.59)
Figures in brackets are pertaining to previous year.
10. Movement of provisions during the period as required by Accounting Standard - 29 “Provisions, Contingent
Liabilities and Contingent Asset” notified under the Companies (Accounting Standard) Rules, 2006.
Mines Restoration Expenditure:
Rs. in Crores
2009-10 2008-09
Opening Provision 5.12 3.51
Add: Provision during the year 1.73 1.76
Less: Utilisation during the year 0.15 0.15
Closing Provision 6.70 5.12
11. Deferred Tax Assets and Liabilities as on March 31, 2010 are as under:
Rs. in Crores
Deferred Tax Current Year Deferred Tax
Particulars (assets)/ Charge/ (assets)/
liabilities as at (Credit) liabilities as at
01.04.2009 31.03.2010
Deferred Tax Assets:
Provision allowed under tax on payment basis (16.74) (7.15) (23.89)
Unabsorbed Losses (1.23) 1.23 —
(17.97) (5.92) (23.89)
Deferred Tax Liabilities:
Accumulated Depreciation 737.85 114.02 851.87
(to the extent not written-off or adjusted)
Payments allowed under tax not expensed in books 7.68 (0.11) 7.57
745.53 113.91 859.44
Net Deferred Tax Liability 727.56 107.99 835.55
12. Auditors’ remuneration (excluding service tax) and expenses charged to the accounts:
Rs. in Crores
2009-10 2008-09
(a) Statutory Auditors:
Audit fees 0.41 0.41
Tax audit fees 0.03 0.03
Fees for other services 0.31 0.29
Expenses reimbursed 0.02 0.01
(b) Branch Auditors:
Audit fees 0.05 0.05
Fees for other services 0.01 0.01
Expenses reimbursed {Rs. 340, (Previous Year Rs. 1,559)} — —
(c) Cost Auditors:
Audit fees 0.02 0.02
Expenses reimbursed {Rs. Nil, (Previous Year Rs. 8,200)} — —

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Schedule 21 (Contd.)
13. Employee Benefits:
(a) Defined Benefit Plans as per Actuarial Valuation on March 31, 2010: Rs. in Crores
2009-10 2008-09
Gratuity Post Gratuity Post
Retire- Retire-
Pension ment Pension ment
Funded Others Medical Funded Others Medical
Benefits Benefits
(i) Opening Balance of Present
value of Defined Benefit
Obligation 41.98 0.20 0.82 0.61 28.12 0.14 0.82 0.58

Adjustment of:
Current Service Cost 3.79 0.05 - - 2.72 0.04 - -

Interest Cost 3.24 0.05 0.06 0.04 2.39 0.03 0.06 0.04
Actuarial Losses / (Gain) 4.14 (0.02) (0.07) (0.05) 10.05 0.03 0.01 0.02

Benefits Paid (1.69) - (0.07) (0.04) (2.45) (0.04) (0.07) (0.03)


Past Service Cost 0.64 - - - 1.15 - - -

Closing Balance of Present


value of Defined Benefit
Obligation 52.10 0.28 0.74 0.56 41.98 0.20 0.82 0.61
(ii) Change in Fair Value of Assets
Opening Balance of Fair Value
of Plan Assets 40.36 - - - 22.66 - - -

Adjustment of:
Expected Return on
Plan Assets 3.91 - - - 2.55 - - -
Contribution by the employer 2.26 - 0.07 0.04 17.60 - 0.07 0.03

Benefits Paid (1.69) - (0.07) (0.04) (2.45) - (0.07) (0.03)


Closing Balance of Fair Value
of Plan Assets 44.84 - - - 40.36 - - -
(iii) Net Asset / (Liability)
recognised in the Balance Sheet
Present value of Defined
Benefit Obligation (52.10) (0.28) (0.74) (0.56) (41.98) (0.20) (0.82) (0.61)
Fair Value of Plan Asset 44.84 - - - 40.36 - - -
Net Asset / (Liability) in the
Balance Sheet (7.26) (0.28) (0.74) (0.56) (1.62) (0.20) (0.82) (0.61)

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Schedule 21 (Contd.)
Rs. in Crores
2009-10 2008-09
Gratuity Post Gratuity Post
Retire- Retire-
Pension ment Pension ment
Funded Others Medical Funded Others Medical
Benefits Benefits
(iv) Expenses recognised in the
Profit and Loss Account
Current Service Cost 3.79 0.05 - - 2.72 0.04 - -
Interest Cost 3.24 0.05 0.06 0.04 2.39 0.03 0.06 0.04
Expected Return on
Plan Assets (3.91) - - - (2.55) - - -
Actuarial (Gain)/Losses 4.14 (0.02) (0.07) (0.05) 10.05 0.03 0.01 0.02
Total Expenses 7.26 0.08 (0.01) (0.01) 12.61 0.10 0.07 0.06
(v) The major categories of
plan assets as a percentage
of total plan
Insurer Managed Funds 100% N.A. N.A. N.A. 100% N.A. N.A. N.A.
(vi) Actuarial Assumptions
Discount Rate 8.45% 12.00% 8.45% 8.45% 7.45% 15.00% 7.45% 7.45%
Turnover Rate 1-2% 1-10% 1-2% 1-10% - -
Mortality Publish GA PA(90) PA(90) Publish GA PA(90) PA(90)
Rates 1983 annuity annuity Rates 1983 annuity annuity
of LIC Mortality rates rates of LIC Mortality rates rates
94-96 Table down by down by 94-96 Table down by down by
4 years 4 years 4 years 4 years

Expected Rate of Return


on Plan Assets 8% - - - 8% - - -
Salary Escalation Rate 8% 15% - - 6% 12% - -
Retirement age Staff - Staff -
60 Yrs 55 Yrs - 60 Yrs 60 Yrs 55 Yrs - 60 Yrs
Workers- Workers-
58 Yrs 58 Yrs

(vii) Basis used to determine Expected Rate of Return on Plan Assets:


Expected rate of return on Plan Assets is based on expectation of the average long term rate of
return expected on investments of the fund during the estimated term of the obligations.
(viii) Salary Escalation Rate:
The estimates of future salary increases are considered taking into account the inflation, seniority,
promotion and other relevant factors.

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Schedule 21 (Contd.)
(ix) Experience Adjustments:
(I) Gratuity (Funded):
Rs. in Crores
Particulars 2006-07 2007-08 2008-09 2009-10
Defined Benefit Obligation 22.35 28.12 41.98 52.10
Plan Assets 19.08 22.66 40.36 44.84
Surplus/(Deficit) (3.27) (5.46) (1.62) (7.26)
Expected Adjustments on Plan Liabilities — 5.93 8.78 (0.34)
Expected Adjustments on Plan Assets — 0.03 0.78 0.62

(II) Pension Liabilities:


Rs. in Crores
Particulars 2006-07 2007-08 2008-09 2009-10
Defined Benefit Obligation 0.80 0.82 0.82 0.74
Plan Assets - - - -
Surplus/(Deficit) (0.80) (0.82) (0.82) (0.74)
Expected Adjustments on Plan Liabilities - 0.01 Rs.(28,212) Rs.(9,037)
Expected Adjustments on Plan Assets - - - -

(III) Post Retirement Medical Scheme Liabilities:


Rs. in Crores
Particulars 2006-07 2007-08 2008-09 2009-10
Defined Benefit Obligation 0.58 0.58 0.61 0.56
Plan Assets - - - -
Surplus/(Deficit) (0.58) (0.58) (0.61) (0.56)
Expected Adjustments on Plan Liabilities - 0.01 0.01 Rs.41,143
Expected Adjustments on Plan Assets - - - -

(b) Defined Contribution Plans:


Amount recognised as an expense and included in Schedule 18 under the head “Contribution
to and Provisions for Provident and other Funds” of Profit and Loss account Rs. 15.02 Crores.
(Previous Year Rs. 12.56 Crores)
(c) Amount recognised as an expense in respect of Compensated Leave Absences is Rs. 6.75
Crores. (Previous Year Rs. 4.83 Crores)

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Schedule 21 (Contd.)
14. Earning per Share (EPS):
Particulars 2009-10 2008-09
(A) Basic EPS:
(i) Net Profit attributable to Equity Shareholders (Rs. Crores) 1,095.19 978.06
(ii) Weighted average number of Equity Shares outstanding (Nos.) 124,485,979 124,485,879
Basic EPS (Rs.) (i)/(ii) 87.98 78.57
(B) Diluted EPS:
(i) Weighted average number of Equity Shares Outstanding 124,485,979 124,485,879
(ii) Add: Potential Equity Shares on exercise of option 37,493 -*
(iii) Weighted average number of Equity Shares Outstanding for
calculation of Diluted EPS (i+ii) 124,523,472 124,485,879
Diluted EPS (Rs.) {(A) (i) } / (iii) 87.95 78.57
Face value of Shares (Rs.) 10 10
* as anti dilutive.
15. (i) Derivative Instruments outstanding
Derivatives for hedging currency and interest rates, outstanding as on March 31, 2010 are as under:
In Crores
Particulars Purpose Currency Cross
2009-10 2008-09 Currency
A. Forward Contracts Exports USD 1.14 0.25 Rupees
Imports USD 1.58 2.95 Rupees
Buyers Credit USD - 5.46 Rupees
Imports Euro 0.39 0.47 USD
Imports Euro 0.13 0.03 Rupees
Imports DKK - 0.52 Rupees
Buyers Credit JPY - 547.16 USD
B. Other Derivatives
i. Currency Option and
Interest Swap ECB Loan USD 4.00 4.00 Rupees
ii. Currency and Interest
Rate Swap (CIRS) Buyers Credit USD 0.89 0.89 Rupees
ECB Loan JPY 604.60 604.60 Rupees
Buyers Credit JPY 294.37 294.37 Rupees
iii.Interest Rate Swap (IRS) Mibor Linked NCDs Rupees 200.00 200.00 Rupees
16. Figures less than Rs.50,000 have been shown at actuals, wherever statutorily required to be disclosed,
as the figures have been rounded off to the nearest lakh.
17. Figures pertaining to the subsidiary companies and Joint Venture have been reclassified wherever
necessary to bring them in line with the Company’s financial statements.
18. Previous year’s figures have been regrouped and rearranged wherever necessary to conform to this
year’s classification.
Signatures to Schedules ‘1’ to ‘21’ KUMAR MANGALAM BIRLA
Chairman

O. P. PURANMALKA
Whole-time Director
RAJASHREE BIRLA
R. C. BHARGAVA
K. C. BIRLA G. M. DAVE
Sr. Executive President & CFO N. J. JHAVERI
V. T. MOORTHY
S. RAJGOPAL
S. K. CHATTERJEE D. D. RATHI
Mumbai, April 29, 2010 Company Secretary Directors

125
Dakshin Cements Limited

Subsidiary Companies Reports


and Accounts

126
Dakshin Cements Limited

DIRECTORS’ REPORT The Notes to the Accounts referred to in the Auditors’


Report are self explanatory and therefore do not call
Dear Shareholders, for any further comments from the Directors.
Your Directors have pleasure in presenting their PARTICULARS OF EMPLOYEES
seventeenth Annual Report of your Company together
with the Audited Accounts of your Company for the Section 217(2A) of the Act read with the Companies
year ended 31st March, 2010. (Particulars of Employees) Rules, 1975 do not apply
to your Company as none of its employees are
FINANCIAL RESULTS covered under these provisions.
During the year under review, your Company did not CONSERVATION OF ENERGY, TECHNOLOGY
carry on any business activities and accordingly no ABSORPTION, FOREIGN EXCHANGE EARNINGS
Profit and Loss Account has been prepared. & OUTGO
CAPITAL EXPENDITURE
During the year under review, your Company did not
During the year under review, your Company did not carry any commercial / business activity and
incur any capital expenditure. accordingly particulars under conservation of energy,
technology absorption, foreign exchange earnings &
FIXED DEPOSITS outgo are not applicable.
Your Company has not accepted any fixed deposit AUDITORS
during the year ended 31st March, 2010.
M/s. G.P. Kapadia & Co., Chartered Accountants,
DIRECTORS’ RESPONSIBILITY STATEMENT Mumbai the existing Auditors will retire at the ensuing
Annual General Meeting of your Company. They
As required under Section 217 (2AA) of the
being eligible to be re-appointed have expressed
Companies Act, 1956 (“the Act”), your Directors
their willingness to be re-appointed as the Statutory
confirm that:
Auditors of your Company for the financial year
i) in the preparation of Annual Accounts, the 2010-11. A resolution seeking your approval for the
applicable accounting standards had been re-appointment of said auditor has been included in
followed consistently and there is no material the Notice convening the Annual General Meeting.
departures;
ACKNOWLEDGEMENT
ii) the Directors had selected such accounting
policies and made judgments and estimates that The Board of Directors wish to place on record their
are reasonable and prudent so as to give a true appreciation for the support and co-operation
and fair view of the state of affairs of your extended by UltraTech Cement Limited, the Auditors
Company as at 31st March, 2010; and the Bankers of your Company.

iii) the Directors had taken proper and sufficient


care for the maintenance of adequate accounting For and on behalf of the Board of Directors
records in accordance with the provisions of the
Act for safeguarding the assets of your Company
and for preventing and detecting the fraud and
other irregularities; and
O. P. PURANMALKA
K. C. BIRLA } Directors

iv) the Directors had prepared the annual accounts


on a going concern basis.
AUDITORS’ REPORT Place: Mumbai
Date: 13th April, 2010
There are no adverse comments, observation or
reservation in the Auditors’ Report on the Annual
Accounts of your Company.

127
Dakshin Cements Limited

AUDITORS’ REPORT Company so far as appears from our


examination of those books;
We have audited the attached Balance Sheet of
Dakshin Cements Limited as at 31st March, 2010. (c) the balance sheet dealt with by this report is
No Profit and Loss Account has been prepared as in agreement with the books of account;
the Company has not carried out any activities. These
financial statements are the responsibility of the (d) in our opinion, the balance sheet dealt with
Company’s management. Our responsibility is to by this report, complies with the accounting
express an opinion on these financial statements standards referred to in Section 211(3C) of
based on our audit. the Companies Act, 1956, to the extent
applicable;
We conducted our audit in accordance with auditing
standards generally accepted in India. Those (e) on the basis of written representations
standards require that we plan and perform the audit received from the Directors as on 31st March,
to obtain reasonable assurance about whether the 2010, and taken on record by the Board of
financial statements are free of material misstatement. Directors, we report that none of the Directors
An audit includes examining, on a test basis, evidence is disqualified as on 31st March, 2010 from
supporting the amounts and disclosures in the being appointed as a Director in terms of
financial statements. An audit also includes assessing Section 274(1)(g) of the Companies Act,
the accounting principles used and significant 1956; and
estimates made by management, as well as evaluating
the overall financial statement presentation. We (f) in our opinion and to the best of our
believe that our audit provides a reasonable basis information and according to the
for our opinion. explanations given to us, the said balance
sheet read together with the significant
In accordance with the provisions of Section 227 of
accounting policies and other notes
the Companies Act, 1956, we report that:
appearing in Schedule 5, gives the
1. As the Company has carried out no activities information required by the Companies Act,
during the year, the requirement by the 1956, in the manner so required and give a
Companies (Auditor’s Report) Order, 2003 issued true and fair view in conformity with the
by the Central Government of India in terms of accounting principles generally accepted in
Section 227(4A) of the Companies Act, 1956, is India, of the state of Company’s affairs as
not applicable. at 31st March, 2010.
2. Further to our comments in paragraph 1 above,
we report that: For G. P. Kapadia & Co.
Chartered Accountants
(a) we have obtained all the information and
(Firm No. 104768W)
explanations, which to the best of our
knowledge and belief were necessary for the
ATUL B. DESAI
purposes of our audit;
Partner
(b) in our opinion, proper books of account as (Membership No. 30850)
required by law have been kept by the
Mumbai, April 13, 2010

128
Dakshin Cements Limited

Balance Sheet as at March 31, 2010


As at As at
31st March, 2010 31st March, 2009
Schedules Rupees Rupees Rupees Rupees

I. SOURCES OF FUNDS:

Shareholders’ Funds

Share Capital 1 500,000 500,000

Loan Funds — —
500,000 500,000
II. APPLICATION OF FUNDS:

Fixed Assets 2
Gross block — —
Less : Depreciation — —

Net block — —
Capital Work in Progress — —
Incidental Expenditure pending
allocation / capitalisation 2,218,983 2,218,983 1,978,760 1,978,760

Current Assets, Loans and Advances 3 552,001 394,910


552,001 394,910

Less : Current Liabilities and Provisions 4 2,308,378 (1,756,377) 1,911,064 (1,516,154)

Miscellaneous Expenditure
(to the extent not written off or adjusted) 37,394 37,394
500,000 500,000
Notes on Accounts 5

As per our report attached.

For G. P. Kapadia & Co.


Chartered Accountants

ATUL B. DESAI K. C. BIRLA O. P. PURANMALKA M. R. PRASANNA


Partner Director Director Director
Membership No. 30850

Mumbai, April 13, 2010

129
Dakshin Cements Limited

Schedules forming part of the Balance Sheet Schedule - 5


As at As at NOTES ON ACCOUNTS
31st March, 31st March, 1. Significant Accounting Policies:
2010 2009 The Company maintains its accounts on accrual basis following the
Schedule - 1 Rupees Rupees historical cost convention in accordance with generally accepted
SHARE CAPITAL accounting principles (“GAAP”) and in compliance with the accounting
Authorised standards referred to in Section 211 (3C) and other requirements of the
500,000 Equity shares of Rs. 10 each 5,000,000 5,000,000 Companies Act, 1956, to the extent applicable.
2. As the Company has not yet started commercial operation, no Profit &
Issued and Subscribed Loss Account has been prepared. The statement showing the unallocated,
50,000 Equity shares of Rs. 10 each pre- operative expenditure incurred up to 31st March 2010 is shown in
fully paid (All the shares are held by Schedule - 2.
UltraTech Cement Limited,
3. The pre-operative expenditure as under pending allocation will be
the holding Company) 500,000 500,000
allocated to appropriate fixed assets on commencement of the commercial
Schedule - 2 production:
FIXED ASSETS Incidental expenditure pending allocation/capitalisation
Gross block — —
As at As at
Less : Depreciation — —
31st March, 31st March,
Net block — — 2010 2009
Captial Work-in-Progress — — Rupees Rupees
Incidental Expenditure pending Travelling and conveyance 134,629 134,629
allocation /capitalisation 2,218,983 1,978,760
Subscription 1,000 1,000
2,218,983 1,978,760
Survey expenses 90,750 90,750

Schedule - 3 Testing charges 8,000 8,000

CURRENT ASSETS, LOANS AND ADVANCES Consultancy Charges 2,500 2,500


Cash and Bank Balances
Auditors’ remuneration 79,930 74,415
Cash on Hand 241 241
Balance with Scheduled Bank Printing & Stationery 3,764 3,764
on current account 200,305 200,305
Office expenses 2,745 2,745
200,546 200,546
Loans and Advances Bank charges 11,831 325
unsecured, considered good
Directors sitting fees 7,500 7,500
TCS Receivable 14,151 7,166
Advances recoverable in cash or in kind Filing fees 33,770 33,770
or for value to be received 337,304 187,198
Royalty/dead rent 1,516,598 1,298,469
Total 552,001 394,910
Legal fees 287,000 287,000

Interest 12,081 7,008

Schedule - 4 Miscellaneous expenses 26,885 26,885


CURRENT LIABILITIES AND PROVISIONS Total 2,218,983 1,978,760
Liabilities
Due to UltraTech Cement Limited 4. Contingent liabilities - Nil.
(The Holding Company) 2,098,661 1,706,862
Due to Others 171,187 171,187 5. Previous year figures have been regrouped wherever necessary.
Other liabilities 38,530 33,015

Total 2,308,378 1,911,064 Signature to Schedule 1 to 5

As per our report attached.


For G. P. Kapadia & Co.
Chartered Accountants

ATUL B. DESAI K. C. BIRLA O. P. PURANMALKA M. R. PRASANNA


Partner Director Director Director
Membership No. 30850

Mumbai, April 13, 2010

130
Dakshin Cements Limited

Balance Sheet abstract and Company’s General Business Profile


I. Registration Details
Registration No. 0 1 - 0 1 6 0 0 2 State Code 0 1
Balance Sheet Date 3 1 - 0 3 - 1 0
II. Capital raised during the year (Amount in Rs. Thousands)
Public Issue Rights Issue
N I L N I L
Bonus Issue Private Placement
N I L N I L
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
Total Liabilities Total Assets
5 0 0 5 0 0
Sources of Funds :
Paid up Capital Reserves & Surplus
5 0 0 N I L
Secured Loans Unsecured Loans
N I L N I L
Application of Funds :
Net Fixed Assets Investments
2 2 1 9 N I L
Net Current Assets Miscellaneous Expenditure
( 1 7 5 6 ) 3 7
Accumulated Losses
N I L
IV. Performance of the Company (Amount in Rs. Thousands)
Turnover (including other income) Total Expenditure
N I L N I L
+ / -Profit / (Loss) Before Tax +/ - Profit / (Loss) After Tax
N I L N I L
Please Tick Appropriate box + for Profit, - for loss
Earnings Per Share (Rs.) Dividend Rate (%)
N A N A
V. Generic Names of Three Principal Products / Services of the Company (as per monetary terms)

No Activities during the year

K. C. BIRLA O. P. PURANMALKA M. R. PRASANNA


Director Director Director
Mumbai, April 13, 2010

131
U l t r a Te c h C e m e n t L a n k a ( P v t ) L t d

DIRECTORS’ REPORT

The Directors of UltraTech Cement Lanka (Pvt.) DIVIDEND


Ltd. have pleasure in presenting to the Members The dividend recommended by the board at a
their Annual Report for the year ended 31st March, meeting of the Board of Directors will be declared
2010. at the Annual General Meeting.
PRINCIPAL ACTIVITY DIRECTORATE

The principal activity of the Company is The names of the Directors of the company as at
carrying on business of importers, exporters, date are given under Corporate Information. There
distributors, warehousemen and dealers of have been no changes in the directorate during
cement and to establish storage terminals and the year under review.
other facilities for the bagging and distribution
of bulk cement. DIRECTORS INTEREST IN THE CONTRACTS

The Directors of the Company have no direct or


PROFIT & LOSS ACCOUNT indirect interest in any contract or proposed
Year ended Year ended contract of the Company, except those specified
31.03.2010 31.03.2009 in Note 18 to the financial statements.
SLR (Millions) SLR (Millions) AUDITORS
Turnover 6,171 6,154 Messers KPMG Ford Rhodes Thornton & Co.,
Chartered Accountants, Auditors of the Company
Cost of Sales (5,647) (5,796)
retire and being eligible, is recommended by the
Gross Profit 524 358 Board of Directors for re-appointment at the
Annual General Meeting of the Company.
Other Operating income 16 3
Remuneration of the Auditors for the year ended
Administrative expenses (56) (67) 31st March, 2010 is shown in Note 4 to the
financial statements.
Distribution expenses (133) (86)
Profit from Operation 351 208

Finance income – Net 38 25


By Order of the Board
Profit before Taxation 389 233

Taxation (154) (86) Sgd. (Authorised Signatory)


Net Profit for the year 235 147
Earnings per Share 4.70 2.93 SPA Corporate Services (Pvt.) Limited
Secretaries for UltraTech Cement Lanka (Pvt.)
ACCOUNTING POLICIES Limited
There have been no significant changes in the 12th April, 2010
Accounting Policies with those used in the previous Colombo.
year.

132
U l t r a Te c h C e m e n t L a n k a ( P v t ) L t d

REPORT OF THE AUDITORS An audit includes examining, on a test basis, evidence


supporting the amounts and disclosures in the financial
TO THE SHAREHOLDERS OF ULTRATECH CEMENT statements. An audit also includes assessing the accounting
LANKA (PVT) LIMITED principles used and significant estimates made by
management, as well as evaluating the overall financial
Report on the Financial Statements statement presentation.
We have audited the accompanying financial statements We have obtained all the information and explanations
of UltraTech Cement Lanka (Pvt) Limited, which comprise which to the best of our knowledge and belief were
the balance sheet as at March 31, 2010 and the income necessary for the purposes of our audit. We therefore
statement, statement of changes in equity and cash flow believe that our audit provides a reasonable basis for our
statement for the year then ended, and a summary of opinion.
significant accounting policies and other explanatory notes.
Opinion
Management’s Responsibility for the Financial
Statements In our opinion, so far as appears from our examination,
the Company maintained proper accounting records for
Management is responsible for the preparation and fair the year ended March 31, 2010 and the financial
presentation of these financial statements in accordance statements give a true and fair view of the Company’s
with Sri Lanka Accounting Standards. This responsibility state of affairs as at March 31, 2010 and its profit and
includes: designing, implementing and maintaining internal cash flows for the year then ended in accordance with Sri
control relevant to the preparation and fair presentation Lanka Accounting Standards.
of financial statements that are free from material
misstatement, whether due to fraud or error; selecting Report on Other Legal and Regulatory Requirements
and applying appropriate accounting policies; and making
accounting estimates that are reasonable in the These financial statements also comply with the
circumstances. requirements of Section 151(2) of the Companies Act
No.07 of 2007.
Scope of Audit and Basis of Opinion

Our responsibility is to express an opinion on these


financial statements based on our audit. We conducted For KPMG FORD, RHODES, THORTON & CO
our audit in accordance with Sri Lanka Auditing Standards. Chartered Accountants
Those standards require that we plan and perform the
audit to obtain reasonable assurance whether the financial Colombo,
statements are free from material misstatement. 8th April, 2010

133
U l t r a Te c h C e m e n t L a n k a ( P v t ) L t d

Balance Sheet as at 31st March, 2010


31.03.2010 31.03.2009
ASSETS Note SLR INR SLR INR
Non-current assets
Operating Lease Prepaid 7 25,096,868 9,884,644 26,319,710 11,508,066
Property, plant & equipment 8 391,278,230 154,108,706 426,382,753 186,432,183
Deferred tax asset 15 2,479,176 976,447 29,696,463 12,984,522

418,854,275 164,969,798 482,398,926 210,924,771


Current assets
Inventories 9 164,008,575 64,596,360 310,614,968 135,813,717
Trade receivables 10 161,113,010 63,455,914 91,416,609 39,971,124
Value Added Tax recovarable 11 293,481,295 115,590,440 259,641,517 113,526,015
Prepayment and advances 58,968,942 23,225,488 11,927,957 5,171,307
Cash and cash equivalents 12 458,112,369 180,431,977 17,207,570 7,523,861

1,135,684,191 447,300,178 690,808,621 302,006,024

Total assets 1,554,538,466 612,269,976 1,173,207,547 512,930,796

EQUITY & LIABILITIES


Equity
Stated capital 13 500,000,000 196,929,825 500,000,000 218,620,690
Retained Earnings 457,134,606 180,046,875 272,096,842 118,972,005
Total Equity 957,134,606 376,976,700 772,096,842 337,592,695
Non-current liabilities
Retiring benefit obligations 14 7,083,361 2,789,850 4,541,945 1,985,926
Deferred tax liability 15 124,751,758 49,134,684 135,690,520 59,329,510
131,835,119 51,924,535 140,232,465 61,315,436
Current liabilities
Trade payables 16 349,778,481 137,763,630 178,649,074 78,112,768
Other payables 17 23,208,223 9,140,782 24,486,771 10,662,540
Income tax payables 72,144,247 28,414,709 4,066,437 1,778,011
Accrued expenses 20,437,790 8,049,621 10,139,110 4,433,235
Bank Overdraft - 43,536,848 19,036,111
465,568,740 183,368,741 260,878,240 114,022,665
TOTAL EQUITY AND LIABILITIES 1,554,538,466 612,269,976 1,173,207,547 512,930,796

The figures in INR is converted at the rate of 2.5389 = 114/44.9 2.2871 = 116/50.72
The Accounting Policies and Notes form an integral part of these Financial Statements.
The Directors are responsible for the preparation and presentation of these Financial Statements

signed for and on behalf of the Board

K. C. Birla A. R. Gunawardena
Director Director

8th April, 2010


Colombo

134
U l t r a Te c h C e m e n t L a n k a ( P v t ) L t d

Income Statement for the period ended 31st March, 2010

2010 2009

Note SLR INR SLR INR

Revenue 1 6,171,011,027 2,565,530,758 6,153,748,563 2,491,863,587

Cost of sales (5,646,900,463) (2,354,388,925) (5,795,797,778) (2,332,391,893)

Gross profit 524,110,564 211,141,833 357,950,785 159,471,694

Other operating income 2 16,042,833 6,669,633 2,667,580 1,080,195

Administrative expenses (56,089,242) (23,186,658) (66,955,568) (27,336,629)

Distribution cost (132,965,660) (55,228,470) (85,728,958) (34,800,581)

Finance income - Net 3 37,551,215 2,967,035 24,679,554 16,899,365

Profit before income tax 4 388,649,711 142,363,374 232,613,394 115,314,043

Taxation 5 (153,611,946) (60,501,547) (86,083,092) (37,639,090)

Net profit for the year 235,037,765 81,861,827 146,530,302 77,674,953

Earnings per share - Rs 6 4.70 1.64 2.93 1.55

The figures in INR is converted at the rate of 2.4053 =((114+116)/2)/((44.9+50.72)/2) 2.4695 =((116+108.35)/2)/((50.72+40.12)/2)

Statement of changes in equity


For the period ended 31st March, 2010

Share Retained
Capital Earnings Total

SLR SLR SLR

Balance as at 1st April, 2008 500,000,000 275,566,540 775,566,540

Dividend Paid - (150,000,000) (150,000,000)

Profit for the year - 146,530,302 146,530,302

Balance as at 31st March, 2009 500,000,000 272,096,842 772,096,842

Balance as at 1st April, 2009 - (50,000,000) (50,000,000)

Profit for the year - 235,037,765 235,037,765

Balance as at 31st March, 2010 500,000,000 457,134,606 957,134,606

The Accounting Policies and form and internal part of these Financial Statements.

135
U l t r a Te c h C e m e n t L a n k a ( P v t ) L t d

Cash Flow Statement for the period ended 31st March, 2010
Year ended Year ended
31.03.2010 31.03.2009

SLR INR SLR INR


CASH FLOWS FROM OPERATING ACTIVITIES

Profit before tax 388,649,711 142,363,374 232,613,394 115,314,044

Adjustment for

Depreciation on property, plant and equipment 38,624,063 15,212,486 30,851,536 13,489,568

Amortisation of prepaid operating lease 1,222,842 481,628 1,222,842 534,677

Provision for retirement gratuity 2,541,416 1,000,961 1,759,965 769,530

Provision/(Reversal) of provision for bad and doubtful debts 6,656,159 2,767,226 (394,599) 533,718

Interest income (21,358,911) (8,879,735) (27,212,156) (11,019,134)

Interest expense - 2,433,116 985,252


(Gain)/loss on translation of foreign currency (8,676,506) 8,913,555

Gain/(loss) on disposal of property, plant and equipment (106,806) (44,404) - -

Operating profit before working capital changes 416,228,473 144,225,030 241,274,098 129,521,210

(Increase)/decrease in inventories 146,606,393 71,217,357 (18,210,242) (27,541,658)

(Increase)/decrease in trade and other receivables (157,233,324) (42,664,071) (120,586,354) (68,988,095)

Increase/(decrease) in trade and other payables 180,149,537 59,199,856 (277,676,838) (88,500,398)


169,522,607 87,753,142 (416,473,434) (185,030,151)

Cash generated from operations 585,751,079 231,978,172 (175,199,337) (55,508,941)

Interest expense paid - - (243,116) (985,252)

Income tax paid (69,255,611) (26,784,922) (75,867,854) (34,950,580)

Retiring gratuity paid - (745,407) (769,530)


Net cash flow from operating activities 516,495,468 205,193,250 (254,245,714) (92,214,303)

CASH FLOWS FROM INVESTING ACTIVITIES


Purchase and construction of property, plant & equipment (3,571,917) (1,406,834) (16,344,963) (5,488,485)
Interest income received 21,358,911 8,879,735 27,212,156 11,019,134
Proceeds on disposal of property, plant and equipment 159,183 65,033 -

17,946,177 7,537,934 10,867,194 5,530,649


CASH FLOWS FROM FINANCING ACTIVITIES

Dividend paid (50,000,000) (20,786,957) (150,000,000) (60,740,138)


Net cash flow from investing activities (50,000,000) (20,786,957) (150,000,000) (60,740,138)
Net increase/(decrease) in cash & cash equivalent 484,441,646 191,944,227 (393,378,520) (147,423,792)

Cash & cash equivalents at the beginning of the year (26,329,278) (11,512,250) 367,049,242 135,911,542
Cash & cash equivalents at the end of the year 458,112,369 180,431,977 (26,329,278) (11,512,250)

Analysis of cash and cash equivalents

Cash in hand 1,901,159 748,790 1,766,676 772,464

Cash at bank 456,211,210 179,683,187 15,440,894 6,751,398

Bank Overdraft - (43,536,848) (19,036,111)


458,112,369 180,431,977 (26,329,278) (11,512,250)

The Accounting Policies and form and internal part of these Financial Statements.

136
U l t r a Te c h C e m e n t L a n k a ( P v t ) L t d

6. EARNINGS PER SHARE


Notes to the Accounts for the period ended The calculation of basic earnings per ordinary share is based on the profit attributable to ordinary
31st March, 2010 shareholders and the weighted average number of ordinary shares in issue during the year.
2010 2009 2010 2009
SLR INR SLR INR SLR INR SLR INR
1. TURNOVER Net profit attributable to
Turnover-Cement 6,171,011,027 2,565,530,758 6,153,748,563 2,491,863,587 ordinary shareholders (Rs.) 235,037,765 81,861,827 146,530,302 77,674,954

2. OTHER OPERATING INCOME Number of ordinary


Income from storage and handling 15,936,027 6,625,230 2,584,544 1,046,570 shares in issue 50,000,000 50,000,000 50,000,000 50,000,000

Scrap Sales — — 83,036 33,624 Basic earnings per


ordinary share (Rs.) 4.70 1.64 2.93 1.55
Gain/(loss) on disposals of property,
plant and equipments 106,806 44,404 — — There were no potentially dilutive ordinary shares issued at any time during the year

16,042,833 6,669,633 2,667,580 1,080,195 31.03.2010 31.03.2009


3. FINANCE INCOME - NET SLR INR SLR INR
Interest Income 21,358,911 8,879,735 27,212,156 11,019,134 7. OPERATING LEASE PREPAID
Interest Expenses — — (2,433,116) (985,252) Cost 38,946,767 15,339,560 38,946,767 17,029,138

Gain/(loss) on translation of Cumulative amortisation


foreign currency 16,192,304 (5,912,700) (99,486) 6,865,483 As at the beinning of the year 12,627,057 4,973,288 11,404,215 4,986,395
37,551,215 2,967,035 24,679,554 16,899,365 Amortisation for the year 1,222,842 481,628 1,222,842 534,677
Balance at the end of the year 13,849,899 5,454,916 12,627,057 5,521,072
4. PROFIT BEFORE INCOME TAX
Profit before income tax is stated after charging all expenses including the following Carrying amount 25,096,868 9,884,644 26,319,710 11,508,066
Auditors’ remuneration
Cost of the operating lease prepaid represents the advance payments made on operating leases for
Statutory Audit 480,000 199,555 450,000 182,220
the “right to use” the following property.
Audit related services 300,000 124,722 250,000 101,234
Leasehold property located at 81/11/1, New Nuge Road, Peliyagoda has been sub leased for a
Depreciation of property, plant
period of 30 years from East West Properties Limited who have taken on lease the said premises for a
and equipment 38,624,063 15,212,460 30,851,536 13,489,568
period of 99 years from the Urban Development Authority.
Amortisation of operating lease prepaid 1,222,842 481,628 1,222,842 534,677
The sub-lease rentals and related expenses are amortised on a yearly basis as per the schedule of the
Donation - - 1,010,000 408,984
agreement. Leasehold land is amortised over the lease period of 30 years.
Provision for bad and doubtful debts 6,656,159 2,767,226 (394,599) (172,535)
8. - Refer next page
Staff costs (Note 4.1) 89,255,290 37,106,917 78,437,933 31,762,206
9. INVENTORIES
4.1 Staff costs
Naked cement 18,292,496 7,204,676 287,542,036 125,725,276
Salaries and related costs 78,399,431 32,593,711 69,139,706 27,997,035
Bags 2,312,147 910,661 5,313,894 2,323,454
Defined contribution plan
cost- EPF and ETF 8,314,444 3,456,640 7,538,262 3,052,500 Stores and spares 16,761,857 6,601,819 17,759,038 7,764,986
Defined benefit plan cost -
Retiring Gratuity 2,541,416 1,056,566 1,759,965 712,670 Goods-in-transit 126,642,075 49,879,203 —

89,255,290 37,106,917 78,437,933 31,762,206 164,008,575 64,596,360 310,614,968 135,813,717


Number of employees at year end 76 73
2010 2009
2010 2009
SLR INR SLR INR SLR INR SLR INR
5. INCOME TAX EXPENSES 10. TRADE RECEIVABLES
Current Tax Expenses Trade receivables 172,085,882 67,777,685 95,733,322 41,858,570
Income Tax on Current year profits 137,333,421 54,090,093 61,989,005 27,104,158 Provision for bad and doubtful debts (10,972,872) (4,321,771) (4,316,713) (1,887,446)
Deferred Tax expenses 161,113,010 63,455,914 91,416,609 39,971,124
Origination and reversal of
temporary differences 16,278,525 6,411,454 24,094,087 10,534,932
11. VALUE ADDED TAX RECOVERABLE
153,611,946 60,501,547 86,083,092 86,083,092 Value Added Tax recoverable 293,481,295 115,590,440 259,641,517 113,526,015

Numerical reconciliation between tax charge and the product of accounting profit multiplied by the The Value Added Tax (VAT) recoverable represents the excess input credit refund due from the Department
applicable tax rate. of Inland Revenue. This refund is fully substantiated by valid invoices/ import documents. This refund
Accounting profit before tax 388,649,711 142,363,374 232,613,394 115,314,044 has mainly arisen due to limitation in allowing input tax set off only up to 85% of output tax and mark
Non business income (Net) (21,466,943) (8,924,648) (24,012,718) (9,723,572) up on CIF value on importation goods at 110% at the time of import. Further, due to the lower
margins, the Company was unable to recover the excess input tax credit. The Company has filed a
Disallowable expenses 76,381,984 31,754,980 42,708,462 17,294,119
refund application and made representations to the Government of Sri Lanka and the Company is
Allowable expenses (6,708,064) (2,788,805) (7,228,774) (2,927,178) hopeful of a resolution to the issue. Consequently, the Directors conclude that the balance due as at
the reporting date is recoverable.
436,856,688 162,404,900 244,080,364 119,957,413
Non business income 12. CASH AND CASH EQUIVALENTS
- Interest Income 21,358,911 8,879,735 24,371,994 9,869,055
Cash in hand 1,901,159 748,790 1,766,676 772,464
Tax loss brought forward
Cash at bank 456,211,210 179,683,187 15,440,894 6,751,398
from previous years utilised (71,633,133) (29,780,696) (93,958,325) (38,046,944)
458,112,369 180,431,977 17,207,570 7,523,861
386,582,466 152,259,234 174,494,033 70,658,611
Tax liability @ 35% 135,303,863 53,290,732 61,072,911 26,703,604 For the purpose of cashflow statement, the year end cash and cash equivalents comprise the following;
Social Responsibility Levy @ 1.5% 2,029,558 799,361 916,094 400,554
Cash and bank balances 458,112,369 180,431,977 17,207,570 7,523,862
137,333,421 54,090,093 61,989,005 27,104,158 Bank overdraft - - (43,536,848) (19,036,111)

The tax loss of the company brought forward from the year of assessment 2008/2009 was Rs. 458,112,369 180,431,977 (26,329,278) (11,512,250)
71,633,133/- and the company claimed full amount during the year of assessment 2009/2010.
Therefore there is no tax loss carried forward for the year of assessment 2009/2010.

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Notes to the Financial Statement


8 PROPERTY, PLANT & EQUIPMENT
Plant & Office Lab Computer Electrical HT power Furnitures Motor Motor
Buildings machinery equipment equipment equipment installation line & fittings vehicles cycles Total
SLR SLR SLR SLR SLR SLR SLR SLR SLR SLR SLR
Cost
Balance as at 01-04-2009 51,977,083 489,853,145 4,159,509 4,334,698 12,133,275 71,932,840 1,167,013 1,665,925 4,601,668 2,328,856 644,154,011
Additions 1,110,150 - 686,851 - 932,287 - - 224,365 - 618,264 3,571,917
Disposals - - (550,891) - (1,595,534) - - (397,935) - - (2,544,360)

Balance as at 31-03-2010 53,087,233 489,853,145 4,295,469 4,334,698 11,470,028 71,932,840 1,167,013 1,492,355 4,601,668 2,947,120 645,181,568

Depreciation
Balance as at 01-04-2009 12,357,872 161,568,179 3,441,485 2,155,381 8,486,479 23,692,429 431,796 1,485,017 2,636,043 1,516,578 217,771,259
Charge for the year 2,319,444 27,348,122 433,602 382,557 2,754,701 4,015,152 66,838 85,730 714,773 503,144 38,624,063
Disposals - (527,617) - (1,566,465) - - (397,901) - (2,491,983)

Balance as at 31-03-2010 14,677,316 188,916,301 3,347,470 2,537,938 9,674,715 27,707,581 498,634 1,172,846 3,350,816 2,019,722 253,903,339
Carrying amount
As at 31-03-2010 38,409,917 300,936,844 947,999 1,796,760 1,795,313 44,225,259 668,379 319,509 1,250,852 927,398 391,278,230

As at 31-03-2009 39,619,211 328,284,966 718,024 2,179,317 3,646,796 48,240,411 735,217 180,908 1,965,625 812,278 426,382,753

8 PROPERTY, PLANT & EQUIPMENT


Plant & Office Lab Computer Electrical HT power Furnitures Motor Motor
Buildings machinery equipment equipment equipment installation line & fittings vehicles cycles Total
INR INR INR INR INR INR INR INR INR INR INR
Cost
Balance as at 01-04-2009 20,471,676 192,933,388 1,638,263 1,707,263 4,778,807 28,331,443 459,639 656,141 1,812,411 917,242 253,706,273
Additions 437,243 - 270,523 - 367,190 - - 88,368 - 243,509 1,406,834
Disposals - - (216,974) - (628,416) - - (156,731) - - (1,002,121)

Balance as at 31-03-2010 20,908,919 192,933,388 1,691,812 1,707,263 4,517,581 28,331,443 459,639 587,778 1,812,411 1,160,752 254,110,986
Depreciation

Balance as at 01-04-2009 4,867,267 63,635,186 1,355,462 848,918 3,342,482 9,331,492 170,067 584,888 1,038,231 597,319 85,771,312
Charge for the year 913,535 10,771,322 170,778 150,674 1,084,966 1,581,406 26,325 33,766 281,520 198,168 15,212,460
Disposals - - (207,807) - (616,967) - - (156,717) - - (981,492)

Balance as at 31-03-2010 5,780,803 74,406,508 1,318,433 999,591 3,810,480 10,912,898 196,392 461,937 1,319,751 795,487 100,002,280
Written down value
As at 31-03-2010 15,128,117 118,526,880 373,378 707,671 707,101 17,418,545 263,248 125,842 492,660 365,265 154,108,706
Capital work in progress -

154,108,706

As at 31-03-2009 17,323,159 143,539,771 313,950 952,887 1,594,530 21,092,704 321,467 79,100 859,453 355,162 186,432,183

Capital work in progres 186,432,183

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2010 2009
Notes to the Accounts for the period ended SLR INR SLR INR

31st March, 2010 Deferred tax assets 2,479,176 976,447 29,696,463 12,984,522
2010 2009 Deferred tax liabilities (124,751,758) (49,134,684) (135,690,520) (59,329,510)
SLR INR SLR INR
(122,272,582) (48,158,236) (105,994,057) (46,344,988)
13. STATED CAPITAL

Issued & fully paid number of shares 2010


Assets Liabilities
50,000,000 ordinary shares 500,000,000 196,929,825 500,000,000 218,620,690 SLR INR SLR INR
Recognised deferred tax
Rights,Preference,and Restrictions of Classes of Capital assets and liabilities
Property, plant and equipment 124,751,758 49,134,684
The hodlers of ordinary shares are entitled to receive dividend from time to time and are entltled to
obe vote per share at a meeting of the company. Defined benefit obligation 2,479,176 976,447
Tax loss carried forward
14. RETIREMENT BENEFIT OBLIGATIONS
2,479,176 976,447 124,751,758 49,134,684
Provision for retiring gratuity
Net deferred tax - 122,272,582 48,158,236
Present Value of
2009
Unfunded Gratuity 7,083,361 2,789,850 4,541,945 1,985,926 Assets Liabilities
SLR INR SLR INR
Total Present Value Recognised deferred tax
assets and liabilities
of the Obligation 7,083,361 2,789,850 4,541,945 1,985,926
Property, plant and equipment 135,690,520 59,329,510
As at the beginning of the year 4,541,945 1,985,927 3,527,386 1,542,319 Defined benefit obligation 1,589,681 695,074
Tax loss carried forward 28,106,782 12,289,448
Acturial Loss 163,331 64,329 59,529 26,029
29,696,463 12,984,522 135,690,520 59,329,510
Current Service Cost 1,196,607 471,295 889,780 389,049
Net deferred tax - - 105,994,057 46,344,988
Interest Cost 1,181,478 465,337 810,656 354,453
7,083,361 2,986,888 5,287,351 2,311,850 16. TRADE PAYABLES
2010 2009
Benefits paid during the year - (745,407) (325,923) SLR INR SLR INR

Balance at the end of the year 7,083,361 2,789,850 4,541,945 1,985,927 Import Trade Payables

Expenses recognised in profit or loss; Related Party Payable -

Cost of sales 1,016,566 400,384 563,149 228,038 Ultratech Cement Ltd 310,162,365 122,160,440 29,396,387 12,853,317
Other Import Payable 2,855,183 1,124,541 111,794,233 48,881,065
Administration expenses 432,041 170,163 457,689 185,334
Other trade payables 36,760,933 14,478,648 37,458,454 16,378,386
Distribution expenses 1,092,809 430,413 739,127 299,298
349,778,481 137,763,630 178,649,074 78,112,768
As at 31st March 2010, the gratuity liability was acturially valued under the Projected Unit Credit
Method by a professionally qualified actuary firm Ms. Piyal Goonetilleke and Associates.

The required accounting provision of the Company as at 31st March 2010, has been determined 17. OTHER PAYABLES
based on the recommendation on this report.
Retention money from contractors 770,049 303,291 956,440 418,195
The key assumptions used by the actuary include the following; Retention money form customers 2,972,500 1,170,748 840,000 367,283
(i) Rate of discount 12% Rebate holding payable to distributors 7,571,617 2,982,154 1,524,639 666,635
(ii) Salary Increment Rate 12% Withholding tax payable 357,480 140,797 59,896 26,189

(iii) Retirement Age 55 years Stamp duty payable 132,249 52,088 130,300 56,973

15. DEFERRED TAX ASSET/(LIABILITY) NBL Payable 6,351,370 2,501,548


PAYE Payable -
As at the beginning of the year 105,994,057 41,746,782 81,899,970 35,810,056
Origination and reversal Distribution expense payable - - 16,829,293 7,358,463
of temproray difference 16,278,525 6,411,454 24,094,087 10,534,932
Others 5,052,958 1,990,156 4,146,203 1,768,801
Balance at the end of the year 122,272,582 48,158,236 105,994,057 46,344,988
23,208,223 9,140,782 24,486,772 10,662,540
Deferred income tax and liabilities are offset when there is a legally enforceable right to offset
assets against tax liabilities and when the deferred income taxes relate to the same fiscal authority.

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18. RELATED PARTY DISCLOSURES


(a) Identiy of Related Parties
The compnay has a related party relationship with its Parent Company, Affiliate companies and with its Key Management Personnel.
(b) Transactions with key management personnel
Key Management Personnel comprise of Directors of the Company.
(i) Loans to Directors
No loans have been given to Directors of the Company.
(ii) Key management personnel compensation
The details of compensation to Key Management Personnel are as follows :
2010 2009
SLR INR SLR INR
Salaries 11,213,669 4,661,961 9,922,119 4,017,806
Housing rent 840,000 349,221 840,000 340,145
Medical expenses & school fees reimbursement 295,280 122,759 306,433 124,085
Travelling 302,475 125,751 463,268 187,593
Other non cash benefits 476,533 198,113 489,082 198,046

(iii) Company Name Relationship Nature of Transaction Value of Transactions Balance due from/ (To) as at
During the year 31.03.2010 31.03.2009
SLR INR SLR INR SLR INR
UltraTech Cement Limited Parent Company -Import of cement 3,221,128,300.00 1,339,149,078.46 (310,162,365.00) (122,160,440.25) - -
Freight Services 409,013,165 170,042,777.55 - (29,396,387) (12,853,317)
International Consultancy &
Corporate Services (Private) Ltd Affiliate -Secretarial services 25,872 10,756.00 - -
Ceylinco Insurance Company PLC Affiliate -Insurance services 2,271,962 944,543.51 -
Celinco CISCO Security Transport
& Allied Services (Pvt) Ltd Affiliate -Security services 2,407,658 1,000,957.64 - -

19. CAPITAL EXPENDITURE COMMITMENTS

There is no material capital expenditure committed by the Company as at 31 st March 2010.

20. CONTINGENT LIABILITIES

The Sri Lankan customs commenced an inquiry on the allegation that dividends declared by the Company and remitted to the Parent Company represents part of
settlement in respect of the cement imported by the Company and the additional duty is payable by the Company. The Sri Lanka Customs have not provided a basis for
any value to be attributed as alleged additional duty payable. The inquiry was last held on 02nd July 2008.

The Company has also filed a writ application in the Court of Appeal in seeking inter alia to quash the aforesaid decision by Sri Lanka Customs to hold the said inquiry
and the said application is at the stage of filing counter objections by the respondents. The next hearing date is scheduled for 21st June 2010.

The Company contends there no basis to include dividends paid in the value of goods and consequently intend to resist the aforesaid contention of the Customs at any inquiry.

There were no other contingent liabilities as at the balance sheet date which require adjustments or disclosure in the accounts, except for the matters stated above.

21. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

No circumstances have arisen since the balance sheet date which would require adjustments to or disclosure in the financial statements.

ACCOUNTING POLICIES by the Institute of Chartered Accountants of Sri Lanka (ICASL) and
1. Reporting Entity the requirements of the Companies Act No. 07 of 2007 and Sri
Lanka Accounting and Auditing Standards Act No.25 of 1995.
Larsen and Toubro Ceylinco (Pvt) Ltd was incorporated on 29th August
1997 as a Private Limited Liability Company and domiciled in Sri Lanka. 2.2. Basis of measurement
Consequence to the change in the major share holder of the company, The financial statements have been prepared on the historical cost
the Company was renamed as Ultratech Ceylinco (Pvt) Ltd on 11th March basis.
2006. Subsequently, the Company changed its name to UltraTech Cement
2.3. Functional and presentation currency
Lanka (Pvt) Limited on 02nd October, 2009.The Company’s registered
office is No.81/11/1 New Nuge Road, Peliyagoda, Kelaniya. The financial statements are presented in Sri Lankan Rupees, which
1.1 Principal Activities and Nature of Operations is the functional currency of the Company.

During the year, the principal activities of the Company was 2.4. Use of Estimates and Judgments
importing of naked cement and marketing same in 50kg bags and The preparation of financial statements in conformity with SLAS
in bulk form. requires management to make judgments, estimates and assumptions
1.2 Parent Enterprise and Ultimate Parent Enterprise that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results
The Company’s ultimate parent undertaking and controlling party may differ from those estimates and judgmental decisions.
is UltraTech Cement Ltd, which is incorporated in India.
Estimates and underlying assumptions are reviewed on an ongoing
The shareholding structure of the Company as at the Balance basis. Revisions to accounting estimates are recognised in the
Sheet date is as follows: period in which the estimate is revised if the revision affects only
• UltraTech Cement Limited 80% that period or in the period of the revision and future periods if the
revision affects current and future periods.
• Ceylinco Insurance Company Limited 18%
Information about significant areas of estimation uncertainty and
• Ceylinco International Trading Limited 2% critical judgements in applying accounting policies that have the
1.3 Date of authorisation for issue most significant effect on the amounts recognised in the financial
statements is included in the following notes:
The financial statements for the year ended 31st March, 2010
were authorised for issue in accordance with a resolution of the • Note 13 – measurement of retirement benefit obligations
Board of Directors on 8th April, 2010. • Note 19 – contingencies
2. Basis of Preparation 2.5 Going concern
2.1. Statement of compliance
The Directors have made an assessment of the Company’s ability
The financial statements of the Company have been prepared in to continue as a going concern in the foreseeable future, and they
accordance with the Sri Lanka Accounting Standards (SLAS) issued do not intend either to liquidate or to cease trading.

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3. Significant Accounting Policies date that the asset is classified as held for sale
The accounting policies set out below are consistent with those used in or is derecognised.
the previous year. Certain comparative amounts have been reclassified Depreciation methods, useful lives and residual
to conform to current year’s presentation. values are reassessed at the reporting date.
3.1. Foreign currency translation 3.3.2. Trade and other receivables
Transactions in foreign currencies are translated to Sri Lankan Trade and other receivables are stated at their amounts
Rupees at the exchange rate applicable on the dates of the estimated to realise net of provisions for bad and doubtful
transactions. Monetary assets and liabilities denominated in foreign debts.
currencies at the reporting date are retranslated to the Sri Lankan
Rupees at the exchange rate ruling at that date. Foreign currency 3.3.3. Inventories
exchange differences arising on translation are recognised in profit Inventories are measured at the lower of cost and net
and loss. realisable value. Net realisable value is the estimated
3.2. Events occurring after the Balance Sheet date selling price in the ordinary course of business less the
estimated cost of completion and selling expenses.
All material post balance sheet events have been considered and
where appropriate adjustments to or disclosures have been made Cost of inventory is based on a Weighted Average Cost
in the financial statements. price and includes expenditure incurred in acquiring the
inventories and bringing them to their existing location
3.3. Assets and bases of their valuation and condition.
Assets classified as current assets on the Balance Sheet are cash 3.3.4. Cash and cash equivalents
and bank balances and those which are expected to be realised in
cash during the normal operating cycle or within one year from Cash and cash equivalents comprise cash balances and
the Balance Sheet date, whichever is shorter. short term highly liquid investments that are readily
convertible to known amounts of cash and subject to
3.3.1. Property, plant and equipment insignificant risk of changes in value.
3.3.1.1. Owned Assets Bank overdrafts that are repayable on demand and form
Items of property, plant and equipment are an integral part of the Company’s cash management are
measured at cost less accumulated depreciation included as a component of cash and cash equivalents
and accumulated impairment losses. for the purpose of the Statement of Cash Flows.
The cost of property, plant and equipment 3.3.5. Impairment of assets
includes expenditure that is directly attributable The carrying amount of the Company’s assets other than
to the acquisition of the asset. The cost of self- inventories and deferred tax assets are reviewed at each
constructed assets includes the cost of materials reporting date to determine whether there is an indication
and direct labour and any other costs directly of impairment. If any such indication exists, or when annual
attributable to bringing the asset to a working impairment testing for an asset is required, then the assets
condition for its intended use. recoverable amount is estimated.
Gains and losses on disposal of an item of The recoverable amount of an asset or cash-generating
property, plant & equipment are determined by unit is the greater of the value in use and fair value less
comparing the proceeds from disposal with the costs to sell. In assessing value in use, the estimated future
carrying value of property, plant & equipment cash flows are discounted to their present value using a
and are recognised net within other income in pre-tax discount rate that reflects current market
profit and loss. assessments of the time value of money and the risks
Expenditure incurred for the purpose of acquiring, specific to the asset. In determining fair value less costs to
extending or improving assets of a permanent sell, an appropriate valuation model is used.
nature by means of which to carry on the business An impairment loss is recognised if the carrying amount
or to increase the earning capacity of the of an asset or cash-generating unit exceeds its estimated
business has been treated as capital expenditure. recoverable amount. Impairment losses are recognised in
3.3.1.2. Subsequent expenditure profit and loss. An impairment loss is reversed if there has
been a change in the estimates used to determine the
The cost of replacing a part of an item of recoverable amount. An impairment loss is reversed only
property, plant & equipment is recognised in to the extent that the asset’s carrying amount does not
carrying amount of the item if it is probable that exceed the carrying amount that would have been
the future economic benefits embodied within determined, net of depreciation or amortisation, if no
the part will flow to the Company and its cost impairment loss had been recognised, except for property
can be measured reliably. previously revalued where the revaluation was taken to
The cost of the day-to-day servicing of property, equity. In this case the impairment is also recognised in
plant & equipment are recognised in profit and equity up to the amount of any previous revaluation.
loss as incurred. 3.4. Liabilities and provisions
3.3.1.3. Depreciation Liabilities classified as current liabilities on the balance sheet are
Depreciation is recognised in profit and loss on those, which will fall due for payment on demand or within one
a straight-line basis over the estimated useful year from the balance sheet date.
lives of items of each part of an item of property, Non - current liabilities are those balances that fall due for payment
plant and equipment. after one year from the balance sheet date.
The estimated useful lives for the current period All known liabilities have been accounted for in preparing the
are as follows: financial statements.
Building 25 Years 3.4.1. Employee benefits
Plant and Machinery 18 Years 3.4.1.1. Defined benefit plan
Lab Equipment 06 Years Provision has been made in the financial
Electronic Installation 18 Years statements for retiring gratuities. An actuarial
Office Equipment 04 Years valuation of the retirement benefit was performed
by a qualified actuary as at the reporting date
Motor Cars 05 Years using the Projected Unit Credit (PUC) method as
Motor Cycles 05 Years recommended by Sri Lanka Accounting Standard
No.16 – “Employee Benefit Costs”. The
HT Power line 18 Years Company expects to carry out an actuarial
Computers 04 Years valuation every year.
Software 03 Years The actuarial valuation involves making
assumptions about discount rates, salary
Furniture & Fittings 06 Years increment rate and mortality rate due to the long-
Depreciation of an asset begins when it is term nature of the plans such estimates are
available for use and ceases at the earlier of the subject to significant uncertainty.

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However, according to the Payment of Gratuity or loss except to the extent that it relates to
Act No.12 of 1983, the liability for payment to items recognised directly in equity, when it is
an employee arises only after the completion of recognised in equity.
5 years continued service. Current Tax
The liability is not externally funded. Current tax is the expected tax payable on the
3.4.1.2. Defined contribution plan taxable income for the year, using tax rates
A defined contribution plan is a post-employment enacted at the balance sheet date, and any
benefit plan under which the Company pays fixed adjustment to tax payable in respect of previous
contributions into a separate entity and will have years.
no legal or constructive obligation to pay further Deferred Tax
amounts. Obligations for contributions to Deferred tax is recognised using the Balance
Provident and Trust Funds covering all employees Sheet method, providing for temporary
are recognised as an expense in profit and loss differences between the carrying amounts of
when incurred. assets and liabilities for financial reporting
3.4.2. Trade and other payables purposes and the amounts used for taxation
Trade and other payables are stated at their cost. purposes.
3.4.3. Provisions Deferred tax assets and liabilities are offset if
there is a legally enforceable right to offset
A provision is recognised if as a result of a past event, the current tax liabilities and assets, and they relate
Company has a present legal or constructive obligation to income taxes levied by the same authority on
that can be estimated reliably, and it is probable that an the same taxable entity.
outflow of economic benefits will be required to settle the
obligation. A deferred tax asset is recognised only to the
extent that it is probable that future taxable profits
3.5. Income Statement will be available against which the temporary
For the purpose of presentation of the Income Statement, the differences will be utilised. Deferred tax assets
function of expenses method is adopted, as it represents fairly the are reviewed at each reporting date and are
elements of Company performance. reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
3.5.1. Revenue
Deferred tax liabilities are measured at the tax
Revenue from sale of goods is measured at the fair value rates that are expected to apply to the year when
of the consideration received or receivable, net of returns the liability is settled, based on tax rates (and
and allowances, trade discounts and volume rebates. tax laws) that have been enacted or substantially
Revenue is recognised when the significant risks and enacted at the balance sheet date.
rewards of ownership have been transferred to the buyer,
recovery of the consideration is probable, the associated 3.6. Cash flow statement
costs and possible return of goods can be estimated The cash flow statement has been prepared using the “indirect
reliably, and there is no continuing management method”.
involvement with the goods.
Interest paid is classified as operating cash flows, interest received
Gains or losses on the disposal of property, plant and are classified as investing cash flows, while dividends paid are
equipment are determined by comparing the net sales classified as financing cash flows for the purpose of presenting the
proceeds with carrying amount. These are included in cash flow statement.
profit and loss.
4. Earnings per share
Interest income is recognised in the income statement as
it accrues. The Group presents basic Earnings Per Share (EPS) for its ordinary
shares.Basic EPS is calculated by dividing the profit or loss attributable to
3.5.2 Expenses ordinary shareholders of the company by the weighted average number
All expenditure incurred in the running of the business has of ordinary shares outstanding during the period.
been charged to income in arriving at the profit for the 5. Segment reporting
year.
A segment is a distinguishable component of the Group that is engaged
3.5.2.1 Prepaid Operating Leases either in providing products or services (business segment), or in providing
Leases where the lessor effectively retains products or services within a particular economic environment
substantially all the risks and rewards of (geographical segment), which is subject to risks and rewards that are
ownership over the lease term are classified as different from those of other segments.
operating leases. Payments made under 6. New Standards and Interpretations not yet adopted
operating leases are recognised in profit and
loss based on lease agreement over the term of The Institute of Chartered Accountants of Sri Lanka has issued the following
lease. two new standards, which become effective for annual periods beginning
on or after 01st January, 2011. Accordingly these Standards have not
3.5.2.2 Borrowing Costs been applied in preparing these financial statements as they are not
Borrowing costs are recognised as an expense effective for the year ended 31st March, 2010.
in the period in which they are incurred. • Sri Lanka Accounting Standard 44 –
3.5.2.3 Finance income and expenses Financial Instruments : Presentation (SLAS 44)
Finance income / cost comprise interest expense • Sri Lanka Accounting Standard 45 –
on borrowings, interest income on funds invested
and gains and losses on translation of foreign Financial Instruments : Recognition and Measurement (SLAS 45)
currency. The Company is currently in the process of evaluating the potential effect
3.5.2.4 Income Tax of these Standards.

Income tax expense comprises current tax and However, the impact of the above requirements has not been quantified
deferred tax. Income tax is recognised in profit as at the reporting date.

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DIRECTORS’ REPORT AUDITORS

Dear Shareholders, M/s. Mahendra Asher & Co., Chartered Accountants, Dubai
the existing Auditors will retire at the ensuing Annual
Your Directors have pleasure in presenting to the Members
General Meeting of your Comapny. They being eligible to
their report for the period ended 31st March, 2010.
be re-appointed and have expressed their willingness to be
PRINCIPAL ACTIVITY re-appointed as the Statutory Auditors of your Company for
the financial year 2010-11. A resolution seeking your
The Company was incorporated on 20th October, 2009 in
approval for the re-appointment of said auditor has been
accordance with the offshore companies regulations of Jabel
included in the Notice convening the Annual General
Ali Free Zone of 2003.
Meeting.
The principal activity of the Company is to invest as a
ACKNOWLEDGEMENT
shareholder in Limited Liability Companies, Free Zone
Company, Free Zone Establishment and Other Companies The Board of Directors wish to place on record their
in UAE or outside UAE. appreciation for support and co-operation extended by
UltraTech Cement Limited, the Auditors and the Bankers of
FINANCIAL RESULTS
your Company.
During the period under review, your Company did not
make investment to any companies. The Company made
AED 5.90 Million as Fixed Deposit to the HSBC Bank Middle
East Limited. For and on behalf of the Board of Directors

PROFIT & LOSS ACCOUNT

}
Amount in AED O. P. Puranmalka

INCOME Directors
K. C. Birla
Interest Income 1,944.05
EXPENDITURE
Administration and Other Expenses 30,730.00 Place: Mumbai
Date : 6th April, 2010
Loss carried to Balance Sheet (28,785.95)

AUDITORS’ REPORT

There are no adverse comments, observation or reservation


in the Auditors’ Report on the Annual Accounts of your
Company.

The Notes to the Accounts referred to in the Auditors’ Report


are self explanatory and therefore do not call any further
comments from the Directors.

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AUDITORS’ REPORT An audit also includes assessing the accounting


principles used and significant estimates made by the
To the Members of UltraTech Cement Middle East Management, as well as evaluating the overall financial
Investments Limited statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
1. We have audited the attached Balance Sheet of
UltraTech Cement Middle East Investments 3. Opinion:
Limited as at March 31, 2010, the Profit and Loss
In our opinion, so far as appears from our examination,
Account and the Cash Flow Statement of the Company
the Company maintained proper records for the period
for the period (October 20, 2009 to March 31, 2010)
ended March 31, 2010 and the financial statements
ended on that date, both annexed thereto. These
give a true and fair view of the Company’s State of
financial statements are the responsibility of the
affairs as at March 31, 2010 and it’s loss and cash
Company’s Management. Our responsibility is to
flow for the period (October 20, 2009 to
express an opinion on these financial statements based
March 31,2010) ended.
on our audit.

2. We conducted our audit in accordance with the auditing


standards generally accepted in India. Those Standards For MAHENDRA ASHER & CO.
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial Ratnakar Shetty
statements are free of material misstatements. An audit (UAE Auditor’s Registration No. 77)
includes examining, on a test basis, evidence supporting Dubai
the amounts and disclosures in the financial statements. Dated : 6th April, 2010

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Balance Sheet as at March 31, 2010


Amount in AED Amount in INR
Schedules
SOURCES OF FUNDS
Shareholders’ Funds
Share Capital 1 6,000,000.00 73,350,000.00
Reserves and Surplus 2 (28,785.95) (351,908.24)

5,971,214.05 72,998,091.76

TOTAL 5,971,214.05 72,998,091.76

APPLICATION OF FUNDS
Current Assets, Loans and Advances
Cash and Bank Balances 3 5,977,214.05 73,071,441.76
5,977,214.05 73,071,441.76
Less:
Current Liabilities and Provisions
Current Liabilities 4 6,000.00 73,350.00
6,000.00 73,350.00
Net Current Assets 5,971,214.05 72,998,091.76

TOTAL 5,971,214.05 72,998,091.76

Accounting Policies and


Notes on Accounts 7

In terms of our report attached.


For MAHENDRA ASHER & CO. O. P. Puranmalka
Chartered Accountants Director

RATNAKAR SHETTY K. C. Birla


Partner Director

Pramod Rajgaria
Dubai, April 4, 2010 Company Secretary

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Profit and Loss Account for the period ended March 31, 2010

Amount in AED Amount in INR


Schedules
INCOME
Interest Income 5 1,944.05 24,467.62
TOTAL 1,944.05 24,467.62

EXPENDITURE
Administration and Other Expenses 6 30,730.00 386,764.71
TOTAL 30,730.00 386,764.71

Loss carried to Balance Sheet (28,785.95) (362,297.09)

Accounting Policies and


Notes on Accounts 7

In terms of our report attached.


For MAHENDRA ASHER & CO. O. P. Puranmalka
Chartered Accountants Director

RATNAKAR SHETTY K. C. Birla


Partner Director

Pramod Rajgaria
Dubai, April 4, 2010 Company Secretary

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Cash Flow Statement for the period ended March 31, 2010
Amount in AED Amount in INR
A Cash Flow from Operating Activities
Loss Before Tax (28,785.95) (362,297.09)
Adjustment for:
Interest Income (1,944.05) (24,467.62)

Operating Loss Before


Working Capital change (30,730.00) (386,764.71)
Adjustment for:
Increase in Other Liabilities 6,000.00 73,350.00

Cash used in Operation (24,730.00) (313,414.71)


Tax Paid — —

Net Cash used in Operating Activities (A) (24,730.00) (313,414.71)


B Cash Flow from Investing Activities
Interest Income 1,944.05 24,467.62

Net Cash generated from Investing Activities (B) 1,944.05 24,467.62


C Cash Flow from Financing Activities
Share Capital 6,000,000.00 73,350,000.00

Net Cash generated from Financing Activities (C) 6,000,000.00 73,350,000.00

Net Increase in Cash and Cash Equivalents (A + B + C) 5,977,214.05 73,061,052.91


Add: Effect of Exchange Rate Translation — 10,388.85
Cash and Cash Equivalents at the End of the Year 5,977,214.05 73,071,441.76

Notes:
1 Cash Flow Statement has been prepared under Indirect method.
2 Cash and Cash equivalents represent cash and Bank Balances.

In terms of our report attached.


For MAHENDRA ASHER & CO. O. P. Puranmalka
Chartered Accountants Director

RATNAKAR SHETTY K. C. Birla


Partner Director

Pramod Rajgaria
Dubai, April 4, 2010 Company Secretary

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SCHEDULES
Amount in AED Amount in INR
SCHEDULE 1
SHARE CAPITAL
Authorised
1,000,000 shares of AED 10 each 10,000,000.00 122,250,000.00
Issued, Subscribed and Paid-up
600,000 shares of AED 10 each 6,000,000.00 73,350,000.00

SCHEDULE 2
Reserves And Surplus
Addition Deduction/ Balance Addition Deduction/ Balance
during Adjustment as at 31st during Adjustment as at 31st
the year during the year March, 10 the year during the year March, 10
(AED) (AED) (AED) (INR) (INR) (INR)
Deficit as per Profit and
Loss Account (28,785.95) — (28,785.95) (362,297.09) — (362,297.09)
Translation Difference — — — 10,388.85 — 10,388.85
(28,785.95) — (28,785.95) (351,908.24) — (351,908.24)

SCHEDULE 3
CASH AND BANK BALANCES
Cash Balance on Hand — —
Bank Balance
Interest Accrued but not due 1,944.05 23,766.01
In Current Account 75,270.00 920,175.75
In Fixed Deposit Account 5,900,000.00 72,127,500.00

5,977,214.05 73,071,441.76

SCHEDULE 4
CURRENT LIABILITIES
Other Liabilities 6,000.00 73,350.00

6,000.00 73,350.00
SCHEDULE 5
INTEREST INCOME
Interest on Fixed Deposit 1,944.05 24,467.62

1,944.05 24,467.62
SCHEDULE 6
Administration and Other Expenses
Legal & Professional Fees 24,675.00 310,557.08
Bank Charges 55.00 692.22
Audit Fees 6,000.00 75,515.40

30,730.00 386,764.71

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SCHEDULE 7 3. Auditors remuneration.


ACCOUNTING POLICIES AND NOTES ON Amount Amount
ACCOUNTS in AED in INR
A) Significant Policies : Statutory Auditors
Audit fees 6,000.00 75,515.40
1. Basis accounting Others 12,500.00 157,323.75
The Company maintains its accounts on accrual 18,500.00 232,839.15
basis following the historical cost convention in
accordance with generally accepted accounting 4. Related party disclosures are given below:
principles.
a) Parties where Control exists
The Company prepares its financial statements in UltraTech Cement Limited - Holding Company
Dirham (AED) which is the functional currency of b) Disclosure of Related Party Transactions
the Company. These financial statements are
translated into Indian Rupees, the assets and S. Nature of Holding Company
liabilities are translated into presentation currency No. Transaction UltraTech Cement Limited
at the exchange rate prevailing on the balance
sheet date and profit and loss account items are 1. Issue of Shares 6,000,000.00 AED
translated at the average rate for the period. (600,000 @ 10.00 AED Per Share)
Translation difference is recognised as a separate
component of Reserves & Surplus. c) There is no outstanding balance as on
31st March, 2010 with, UltraTech Cement
Closing Rate - 1 AED = 12.2250 INR Limited - Holding Company
Average Rate - 1 AED = 12.5859 INR 5. The Company was registered on 20th October,
2009 under JAFZA Offshore Companies
2. Revenue recognition Regulation, 2003. Hence these accounts are
Interest income is recognised on time proportion prepared for the period from 20th October, 2009
basis. to 31st March, 2010.

3. Provisions 6. This is being first financial period of the Company


there are no comparative figures for the previous
Provisions involving substantial degree of period.
estimation in measurement are recognised when
there is a present obligation as a result of past
events and it is probable that there will be an Signature to Schedule 1 to 7
outflow of resources.
In terms of our report attached.
B) Notes forming part of Accounts :
For MAHENDRA ASHER & CO. O. P. Puranmalka
1. The provision for all known liabilities are adequate Chartered Accountants Director
and not in excess of the amount reasonably
necessary. RATNAKAR SHETTY K. C. Birla
Partner Director
2. As per the information available with the Company,
no amount was due as on 31st March, 2010 to Pramod Rajgaria
Micro, Small & Medium enterprises. Dubai, April 4, 2010 Company Secretary

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Notes

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Notes

152
CMYK

CENTRAL MARKETING OFFICE

‘A’ Wing, Ahura Centre, 1st Floor,


Mahakali Caves Road, Near M.I.D.C. Office,
Andheri (East), Mumbai - 400 093
Tel No. (022) 6691 7360; 6692 8400; 6691 7274
Fax No. (022) 6691 7361; 6692 8401; 6691 7250

ZONAL MARKETING OFFICES

MUMBAI
‘A’ Wing, Ahura Centre, 1st Floor,
Mahakali Caves Road, Near M.I.D.C. Office,
Andheri (East), Mumbai - 400 093
Tel No. (022) 6691 7360; 6692 8400; 6691 7274
Fax No. (022) 6691 7361; 6692 8401; 6691 7250

BANGALORE CHENNAI
“Industry House” 23, Anna Salai, Little Mount,
5th floor, Fair Field Layout, Royal Building 1st Floor,
45, Race Course Road, Opp. The Checkars Hotel,
Bangalore – 560 001 Saidapet, Chennai – 600 015
Tel No. (080) 2225 0748; 2225 0749 Tel No. (044) 4232 8003; 4232 8018
Fax No. (080) 2220 4839 Fax No. (044) 4232 8017

KOLKATA NEW DELHI


“Constantia” 7th Floor, 12th Floor, Ambadeep Building,
11, Dr. U.N. Brahamachari Street, K.G. Marg, Connaught Place,
Kolkata – 700 017 New Delhi – 110 001
Tel No. (033) 3021 4100; 3021 4400 Tel No. (011) 4357 3200; 2331 5007-10
Fax No. (033) 3021 4490; 3021 4590 Fax No. (011) 2331 5000
INFOMEDIA 18 LIMITED

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