Professional Documents
Culture Documents
Y. M. Deosthalee
Unit Heads
N. J. Jhaveri
K. Y. P. Kulkarni Kovaya & Jafrabad (Gujarat)
Dr. S. Misra S. Kumar Hirmi (Chhattisgarh)
P. S. Mazumdar Tadipatri (Andhra Pradesh)
V. T. Moorthy
B. Singh Awarpur (Maharashtra)
J. P. Nayak
S. Rajgopal
Corporate Finance Division
D. D. Rathi J. Bajaj Joint President (Finance)
M. B. Agarwal Sr. Vice President (F&C)
S. Misra
Managing Director
Co n t e n t s
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
CMYK
T HE CHAIRMAN’S
LETTER TO
S HAR E HOL D ERS
Dear Fellow Shareholders,
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The per capita consumption of cement at 135 kgs is one of the lowest, when compared with
the levels in other rapidly growing economies, offering scope for future growth. This, together
with the Government’s thrust on infrastructure growth bodes well for your Company.
Your Company’s performance in FY08 has been impressive. Net Revenues at US$ 1,368 million
(Rs. 5,509 crores) was up by 26%, while Net Profit of US$ 250 million (Rs. 1,008 crores)
reflected a growth of 45%.
Your Company has initiated various expansion and modernisation programs to grow in the
markets in which it operates. Continuous efforts are also on to improve productivity and cost
efficiencies. The Clinkerisation unit at Andhra Pradesh Cement Works has been commissioned.
Trials have begun on the 1st Stream of the TPP of 23MW at Gujarat Cement Works and all the
four Streams aggregating 92MW will be fully operational during the year. The work relating
to setting up of the split grinding Unit at Ginigera in Karnataka and thermal power plants at
various locations across your Company is progressing satisfactorily. A capex of around
Rs. 3,300 crores is committed towards these programs and on completion they will result in
sustaining growth and reducing costs.
“I believe our people – our With an eye on value added growth, your Company
human capital is our has set up 15 Ready Mix Concrete Plants in FY08.
key resource and we owe a More such Plants are in the pipeline.
large part of our success to them. New capacity announcements may lead to a surplus
We have thought leaders scenario from the next calendar year, resulting in a
across the Company. challenging price environment. Your Company will
A majority of our people tap focus on sustaining plant performance, optimise
and collaborate effectively to I believe our people – our human capital is our key
achieve a shared vision.” resource and we owe a large part of our success to them.
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We have thought leaders across the Company. A majority of our people tap into each others
knowledge-base and collaborate effectively to achieve a shared vision.
We are moving in sync with our vision to be a premium global conglomerate with a clear
focus at each business level. Our Group is now a US$ 28 billion meritocratic Corporation,
with a market cap in excess of US$ 31.5 billion with a 100,000 strong human capital belonging
to 25 nationalities, spanning 20 countries across 5 continents. Our values – Integrity,
Commitment, Passion, Seamlessness and Speed bind us all together regardless of geographies
and nationalities.
brand connote. Apart from trust and admiration for “a world of opportunities”,
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fact of our diversity – the number of countries and businesses in which we are engaged, that is
an enduring characteristic of our Group.
A Performance Management Centre at our Group’s Headquarters has been set up with dedicated
resources to sharpen our high performance culture. This team’s sole responsibility is to assist
in Institutionalising world-class performance framework
“Going forward in the and leadership processes.
next five years, I see our
As in the past our high-calibre Management talent have
workforce mix expanding to been put through our Development Assessment Centres
over 100 nationalities and and their professional development plans drawn up.
our senior management Gyanodaya, our Institute of Management Learning
team becoming even more continues to provide a good base for new learnings for
global. I visualise a multi- our people, and honing competencies. Up until now
generational workforce able more than 4,500 colleagues have participated in its
programmes.
to overcome generational
barriers, and effectively, We had said last year that we would introduce ESOP
feeding on each one’s core schemes during the course of the year.
In this year, we covered 700 employees under ESOP
offerings of experience,
schemes, a significant move, for the first time in the
raw energy, risk taking and
history of our Group. And, we will cover many more
organisational knowledge.”
from now on.
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Going forward in the next five years, I see our workforce mix expanding to over 100 nationalities
and our senior management team becoming even more global. I visualise a multi-generational
workforce able to overcome generational barriers, and effectively, feeding on each one’s core
offerings of experience, raw energy, risk taking and organisational knowledge. Enhancing our
attractiveness as an employer also calls for creating a workspace that accepts and encourages
the existence of a sharp sense of individual identity, even within the strong organisational
brand and cultural fabric. We want to create top-notch leaders on virtually an assembly-line
scale. And lastly, we want to be in that enviable position where the best talent globally wants
to join us, just as much as we seek them.
Best regards,
Yours sincerely,
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NOTICE
NO T I C E
NOTICE is hereby given that the Eighth Annual General Meeting of UltraTech Cement
Limited will be held at Ravindra Natya Mandir, P. L. Deshpande Maharashtra Kala Academy,
Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai – 400 025 on Friday,
18th July, 2008 at 3:30 p.m. to transact, with or without modification(s), as may be permissible,
the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2008 and the
Profit & Loss Account for the year ended 31st March, 2008 and the Report of the Directors’
and Auditors’ thereon.
2. To declare dividend on Equity Shares for the year ended 31st March, 2008.
3. To appoint a Director in place of Mrs. Rajashree Birla, who retires by rotation and, being
eligible, offers herself for re-appointment.
4. To appoint a Director in place of Mr. V. T. Moorthy, who retires by rotation and, being
eligible, offers himself for re-appointment.
5. To appoint a Director in place of Mr. R. C. Bhargava, who retires by rotation and, being
eligible, offers himself for re-appointment.
6. To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 224 and other applicable
provisions, if any, of the Companies Act, 1956, M/s. Deloitte Haskins & Sells, Chartered
Accountants, Mumbai and M/s. G. P. Kapadia & Co., Chartered Accountants, Mumbai be
and are hereby re-appointed Joint Statutory Auditors of the Company, to hold office from
the conclusion of the Eighth Annual General Meeting until the conclusion of the next
Annual General Meeting at such remuneration to each of them, plus service tax as applicable
and reimbursement of out-of-pocket expenses in connection with the audit as the Board of
Directors may fix in this behalf.”
SPECIAL BUSINESS:
7. To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 228 and other applicable
provisions, if any, of the Companies Act, 1956 (the “Act”) M/s. Haribhakti & Co., Chartered
Accountants, Mumbai, be and are hereby re-appointed Branch Auditors of the Company,
to audit the Accounts in respect of the Company’s Units at Jafrabad and Magdalla in
Gujarat and Ratnagiri in Maharashtra, to hold office from the conclusion of the Eighth
Annual General Meeting until the conclusion of the next Annual General Meeting of the
Company at such remuneration, plus service tax as applicable and reimbursement of
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out-of-pocket expenses in connection with the audit as the Board of Directors may fix in
this behalf.
RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint Branch
Auditors of any other Branch / Unit / Division of the Company, which may be opened /
acquired / installed hereafter, in India or abroad, in consultation with the Company’s
Statutory Auditors, any person(s) qualified to act as Branch Auditor within the provisions
of Section 228 of the Act and to fix their remuneration.”
8. To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 260 and other applicable
provisions, if any, of the Companies Act, 1956 (the “Act”) Mr. S. Rajgopal, who was
appointed as an Additional Director by the Board of Directors of the Company and who
holds office as such only up to the date of this Annual General Meeting and in respect of
whom the Company has received a notice in writing along with a deposit of Rs. 500/-
pursuant to the provisions of Section 257 of the Act from a Member signifying his intention
to propose Mr. S. Rajgopal as a candidate for the office of Director of the Company, be
and is hereby appointed as a Director of the Company liable to retire by rotation.”
S. K. Chatterjee
Company Secretary
Place: Mumbai
Date: 22nd April, 2008
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EIGHTH ANNUAL
GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND
VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A
MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY
SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE
COMPANY NOT LESS THAN FORTYEIGHT HOURS BEFORE THE
COMMENCEMENT OF THE MEETING.
2. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in
respect of item nos. 7 and 8 of the Notice set out above, is annexed hereto.
3. The Register of Members and Share Transfer Books of the Company will remain closed
from 11th July, 2008 to 18th July, 2008 (both days inclusive) for the purpose of payment of
dividend, if any, approved by the Members.
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4. The dividend, as recommended by the Board, if approved at the Annual General Meeting,
will be paid on or after 18th July, 2008 to those Members or their mandates whose names
are registered on the Company’s Register of Members:
a) as Beneficial Owners as at the end of business on 10th July, 2008 as per the lists to be
furnished by National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) in respect of the shares held in electronic form, and
b) as Members in the Register of Members of the Company after giving effect to all valid
share transfers in physical form which are lodged with the Company or its Registrar &
Transfer Agent (RTA) viz. Sharepro Services (India) Private Limited having their
address at Satam Estate, 3rd Floor, Above Bank of Baroda, Cardinal Gracious Road,
Chakala, Andheri (East), Mumbai - 400 099 on or before 10th July, 2008.
5. a) Members are requested to notify immediately any change of address:
(i) to their Depository Participants (DPs) in respect of the shares held in electronic
form, and
(ii) to the Company or to its RTA in respect of the shares held in physical form
together with a proof of address viz. Electricity Bill, Telephone Bill, Ration Card,
Voter ID Card, Passport etc.
b) In case the mailing address mentioned on this Annual Report is without the PINCODE,
Members are requested to kindly inform their PINCODE immediately.
6. Non-resident Indian Members are requested to inform the Company or its RTA or to the
concerned DP, as the case may be, immediately:
(a) the change in the residential status on return to India for permanent settlement.
(b) the particulars of the NRE Account with a Bank in India, if not furnished earlier.
7. Members are requested to make all correspondence in connection with shares held by
them by addressing letters directly to the Company at its Registered Office or its RTA
quoting reference of their Folio number or their Client ID number with DP ID number, as
the case may be.
8. Members who are holding shares in identical order of names in more than one folio are
requested to send to the Company or its RTA, the details of such folios together with the
share certificates for consolidating their holdings in one folio. The share certificates will
be returned to the Members after making requisite changes thereon.
9. (a) Members are advised to avail of the facility for receipt of dividend through Electronic
Clearing Service (ECS). The ECS facility is available at specified locations. Members
holding shares in electronic form are requested to contact their respective DPs for
availing ECS facility. Members holding shares in physical form are requested to
download the ECS form from the website of the Company viz.
www.ultratechcement.com and the same duly filled up and signed along with a
photocopy of a cancelled cheque may be sent to the Company at its Registered Office
or to its RTA on or before 10th July, 2008.
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(b) Members who hold shares in electronic form and want to change / correct the bank
account details should send the same immediately to their concerned DP and not to the
Company. Members are also requested to give the MICR Code of their bank to their
DPs. The Company will not entertain any direct request from such Members for
change of address, transposition of names, deletion of name of deceased joint holder
and change in the bank account details. The said details will be considered, as will be
furnished by NSDL/CDSL to the Company.
(c) To avoid the incidence of fraudulent encashment of dividend warrants, Members are
requested to intimate the Company under the signature of the Sole / First Joint holder,
the following information, so that the bank account number and name and address of
the Bank can be printed on the dividend warrants:
1) Name of Sole / First Joint holder and Folio number.
2) Particulars of bank account, viz.
i) Name of Bank
ii) Name of Branch
iii) Complete address of Bank with PINCODE
iv) Account type, whether Saving (SB) or Current Account (CA)
v) Bank Account Number
10. Depository System
The Company has entered into agreements with NSDL and CDSL. Members, therefore,
now have the option of holding and dealing in the shares of the Company in electronic
form through NSDL or CDSL.
The Depository System envisages the elimination of several problems involved in the
scrip-based system such as bad deliveries, fraudulent transfers, fake certificates, thefts in
postal transit, delay in transfers, mutilation of share certificates etc. Simultaneously,
Depository System offers several advantages like exemption from stamp duty, elimination
of concept of market lot, elimination of bad deliveries, reduction in transaction costs,
improved liquidity etc.
11. As per the provisions of the Companies Act, 1956, facility for making nominations is now
available to INDIVIDUALS holding shares in the Company. The Nomination Form 2B
prescribed by the Government can be obtained from the Company’s Secretarial Department
at its Registered Office or its RTA or can be downloaded from its website viz.
www.ultratechcement.com.
12. Disclosure pursuant to Clause 49 of the Listing Agreement with respect to the Directors
seeking re-appointment/appointment at the forthcoming Annual General Meeting is attached
hereto.
13. The Annual Report of the Company for the year 2007-08, circulated to the Members of the
Company, will be made available on the Company’s website viz. www.ultratechcement.com.
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S. K. Chatterjee
Company Secretary
Place: Mumbai
Date: 22nd April, 2008
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Name of Director Mrs. Rajashree Birla Mr. V. T. Moorthy Mr. R. C. Bhargava Mr. S. Rajgopal
Date of Birth 15th September, 1945 19th January, 1941 30th July, 1934 17th July, 1935
Date of Appointment 14th May, 2004 25th January, 2005 6th July, 2004 20th October, 2007
List of outside Directorships 1. Aditya Birla Health Services 1. Tanfac Industries 1. Dabur India Limited 1. Larsen & Toubro Limited
held (Public Limited Companies) Limited Limited 2. Grasim Industries Limited
2. Aditya Birla Nuvo Limited 3. IL&FS Limited
3. Essel Mining & Industries 4. Maruti Udyog Limited
Limited 5. Optimus Global
4. Grasim Industries Limited Services Limited
5. Hindalco Industries Limited 6. Polaris Software Lab Limited
6. Idea Cellular Limited 7. Thomson Press Limited
Note: Pursuant to Clause 49 of the Listing Agreement, only two Committees, viz. Audit Committee and Shareholders’ Committee have been considered.
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FINANCIAL HIGHLIGHTS
Particulars Units 2007-08 2006-07 2005-06 2004-05 2003-04
PRODUCTION (Quantity)
- Clinker Mn.T 14.35 14.22 12.73 12.36 12.12
- Cement Mn.T 15.07 14.64 13.33 12.11 11.79
SALES (Quantity)
- Clinker Mn.T 2.09 2.50 1.32 2.65 2.94
- Cement Mn.T 15.02 15.17 14.23 12.52 11.93
BALANCE SHEET
Net Fixed Assets including CWIP Rs.Crs 4,783.61 3,214.23 2,678.20 2,597.08 2,751.96
Investments Rs.Crs 170.90 483.45 172.39 184.79 238.09
Current Assets Rs.Crs 1,303.89 960.17 772.52 837.65 739.58
Current Liabilities Rs.Crs 1,278.56 755.18 556.05 439.30 384.35
Net Current Assets Rs.Crs 25.33 204.99 216.47 398.35 355.23
Misc. Expenditure (Not written off) Rs.Crs — — — — 15.52
Capital Employed Rs.Crs 4,979.84 3,902.67 3,067.06 3,180.22 3,360.80
Net Worth represented by:-
Equity Share Capital Rs.Crs 124.49 124.49 124.49 124.40 124.40
Employee Stock Options Outstanding/
Share capital extinguished Rs.Crs 0.77 — — — 0.51
Reserves & Surplus Rs.Crs 2,571.73 1,639.29 913.78 942.73 950.54
Net Worth Rs.Crs 2,696.99 1,763.78 1,038.27 1,067.13 1,075.45
Loan Fund
Secured Loans Rs.Crs 982.66 1,151.25 1,221.93 1,253.35 1,245.01
Unsecured Loans Rs.Crs 757.84 427.38 229.90 278.03 390.63
Total Loan Funds Rs.Crs 1,740.50 1,578.63 1,451.83 1,531.38 1,635.64
Deferred Tax Liabilities Rs.Crs 542.35 560.26 576.96 581.71 649.71
Capital Employed Rs.Crs 4,979.84 3,902.67 3,067.06 3,180.22 3,360.80
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400 1500
1,075 1,067 1,038
230
200 1000
39 3
0 500
2003-04 2004-05 2005-06 2006-07 2007-08 2003-04 2004-05 2005-06 2006-07 2007-08
EPS Dividend
Rupees Rs. per share
100 6.00
80.94 5.00
5.00
75 4.00
62.84
4.00
50 3.00
2.00 1.75
25 18.46
1.00 0.50
0.75
3.12 0.23
0 0.00
2003-04 2004-05 2005-06 2006-07 2007-08 2003-04 2004-05 2005-06 2006-07 2007-08
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FY08 has closed under challenging circumstances. Rising level of inflation resulted in
Government intervention on prices of commodities, despite escalation of input costs and
taxes. It is hoped that investments in infrastructure and capacity expansion by the corporate
sector will help to sustain economic growth.
India is the second largest producer of cement in the world, with a capacity of around
195 MTPA. The cement sector is planning to increase capacity by 115 MTPA during the
11th Plan period at a capital outlay of approximately Rs.50,000 crores. This is likely to be
commissioned by FY12. Cement production grew from 156 MTPA to 168 MTPA in FY08,
registering a growth of 8%. Effective capacity utilisation in industry is over 95% after adjusting
for non-operating plants in the public sector. The per capita consumption of cement is estimated
to be 135 kgs which is significantly lower than levels achieved by rapidly developing economies,
with consequent scope for future growth.
The Indian cement industry is competitive, with imports possible only through the waiver of
countervailing duty, which provides an advantage to imports over domestic production.
Cement being an energy intensive industry needs quality power and fuel on a regular basis, at
economic prices. There is a continuous decline in the availability of linkage coal, with the
industry being compelled to access their requirements either through e-auction or imports,
with consequent increase in overall fuel costs. The industry is also setting up captive power
plants and increasing the use of alternative fuels and materials to optimise costs, while
simultaneously reducing their carbon footprint.
Your Company had announced expansion of capacity at Andhra Pradesh Cement Works (APCW)
along with a split grinding Unit at Ginigera, Karnataka to cater to the growing demand in
South India. The Clinkerisation (pyrosection) Unit was commissioned in March, 2008.
Satisfactory progress is being made on the remaining expansion work. The Unit will be
operational in the first half of the current fiscal. Your Company is also setting up captive
power plants at Awarpur Cement Works (ACW) in Maharashtra, Hirmi Cement Works (HCW)
in Chhattisgarh and Gujarat Cement Works (GCW) in Gujarat to reduce its power cost. These
power plants except ACW will be commissioned in a phased manner in FY09.
On commissioning, around 80% of your Company’s power requirement will be met from
captive sources.
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Financial Highlights
(Rs. in crores)
FY08 FY07 % Change
Net Turnover 5,509 4,911 12
Domestic 5,005 4,242 18
Exports 504 669 -25
Other Income 100 61 64
Total Expenditure 3,789 3,493 8
Operating Profit (PBIDT) 1,820 1,479 23
Operating Margin (%) 33 30
Interest 76 87 -13
Gross Profit (PBDT) 1,744 1,392 25
Depreciation 237 226 5
Profit Before Tax 1,507 1,166 29
Current Tax 510 396 29
Deferred Tax (17) (17) —
Fringe Benefit Tax 6 5 20
Net Profit after Total Tax 1,008 782 29
Net Turnover
The increase in turnover is linked to higher domestic cement sales volume and improved
realisation in local and export markets. The Ready Mix Concrete (RMC) sales also rose to
Rs. 271 crores in FY08 compared with Rs. 43 crores in FY07.
Other Income
Other income has risen from Rs. 61 crores to Rs. 100 crores. Your Company earned
Rs. 30 crores on surplus money invested in various debt schemes of mutual funds and Rs. 70 crores
through other operational receipts like carbon credit, sales of scrap, exchange gain etc.
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Income Tax
The higher outgo in current tax resulted from improved earnings. Your Company also provided
Rs. 6 crores towards the Fringe Benefit Tax (FBT) in FY08 against Rs. 5 crores in FY07.
Net Profit
Net profit for FY08 stood at Rs. 1,008 crores compared to Rs. 782 crores in FY07.
Cash Flow Statement
(Rs. in crores)
FY08
Sources of Cash
Cash from operations 1,305
Non-operating cash flow 39
Decrease in working capital 70
Increase in borrowings 167
Net reduction in investments 312
Total 1,893
Uses of Cash
Net capital expenditure 1,793
Interest 89
Increase in cash and cash equivalent 11
Total 1,893
Sources of Cash
Cash from operations
The improved performance is reflected in the cash generation of your Company. Cash generation
was augmented from Rs. 1,037 crores in FY07 to Rs. 1,305 crores in FY08.
Non Operating Cash Flow
It consists of interest and dividend income earned on the temporary surplus funds invested and
Rs. 2.80 crores dividend received from its Joint Venture Company in Sri Lanka.
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Increase in Debts
Your Company raised Rs. 381 crores by borrowing in foreign currency and rupee loan for
capex and working capital requirements and repaid debentures and loans of Rs. 285 crores.
The sales tax loans increased by Rs. 71 crores.
Net decrease in Investments
The temporary surplus money invested in FY07 was utilised by your Company for its ongoing
capex, resulting in a reduction in investments of Rs. 312 crores.
Uses of Cash
Net Capital Expenditure
The capital expenditure of Rs. 1,793 crores was expended on capex plans such as the expansion
at APCW and installation of captive power plants at various locations.
Dividend
The Board has recommended a dividend of Rs. 5/- per equity share for FY08, entailing an
outflow of Rs. 73 crores including corporate tax on dividend of Rs. 11 crores. This accounts
for 7% of the net profits for the year under review. Your Company paid Rs. 4/- per equity
share as interim dividend for FY07, the total payout on which was Rs. 57 crores including
dividend tax of Rs. 7 crores.
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Your Company recognises that RMC is the future of the Cement Business. During the year,
15 RMC Plants were set up across the country to cater to growing customer demand. More
RMC Plants are on the anvil.
CONSOLIDATED PERFORMANCE
(Rs. in crores)
HUMAN RESOURCES
Your Company continues to maintain a constructive relationship with its employees through a
positive environment so as to improve productivity and efficiency.
Your Company also continues to invest in people process and skill development and provide
them with high performance environment.
Attrition in your Company is in line with industry but poses a big challenge. Schemes like
Performance Linked Variable Pay, Deferred Compensation and Employee Stock Options have
been introduced to attract and retain talent.
The Internal Recruitment Scheme serves as a platform for providing growth opportunities to
Managers within the business. This is part of your Company’s continuous effort towards
developing talent from within.
The total number of employees in your Company as on 31st March, 2008 was 3,989 (3,503
employees).
RISK MANAGEMENT
Both the economy and the industry are on a growth trajectory. However, spiraling prices and
availability of key inputs and raw material; delay in infrastructure development; availability of
skilled manpower; volatility in global economy are some of the major risks and concerns that
have to be addressed. All these have an impact on the operations of your Company.
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Your Company is conscious of the risks this entails and has put in place a mechanism for
minimising and mitigating the same. The process is reviewed periodically. A Risk Management
Committee at the Unit and Corporate Level reviews the risks periodically. The Audit Committee
also reviews the Risk Management Process.
Your Company recognises that risk management is an integral part of its business and an aid
for improvement and achieving targets.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has in place adequate internal control systems and procedures commensurate
with the size and nature of its business. The Internal Audit team continuously monitors the
effectiveness of internal control and provides a reasonable assurance of the adequacy and
effectiveness of your Company’s control, governance and risk management process to the
Audit Committee. It also follows up on the implementation of corrective actions and
improvements suggested by the Audit Committee.
Internal Audit focuses on the following objectives, forming part of the Audit Plan approved by
the Audit Committee:
• Adherence to the operating systems and manual;
• Performance of operational activities in an efficient and effective manner;
• Compliance with the risk management process;
• Compliance with legislative and regulatory provisions.
The Audit Committee reviews the Audit Reports and also has discussions with the Statutory
Auditors.
CONCLUSION
The demand for cement is expected to grow around 9% linked to GDP growth. At the same
time, new capacity announcements are likely to result in a surplus scenario, resulting in
pressure on domestic prices from CY09 onwards. The Government’s continued initiatives for
infrastructure development augurs well for the industry.
Against this background, your Company’s focus will be on sustaining plant performance,
improving service standards and timely commissioning of projects.
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.
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NOTICE
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 refers to a set of laws, regulations and good practices that enable an
organisation to perform efficiently and ethically generate long term wealth and create value
for all its stakeholders. There is, however, no single template to define good governance.
Corporate Governance in the Aditya Birla Group is an evolutionary process. The governance
philosophy rests on the tenets listed below:
• Timely disclosure.
Integrity
Commitment
Passion
Seamlessness
Speed
UltraTech Cement Limited, (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 are as follows:
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BOARD OF DIRECTORS
• Composition
Your Company’s Board comprises of 12 (twelve) Directors, which includes the Managing
Director and 4 (four) Independent Directors. The details of the Directors with regard to
outside directorships and committee positions are as follows:
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 10 12 - -
R. C. Bhargava Independent 7 2 3 4
G. M. Dave Independent 7 1 - 5
Y. M. Deosthalee Non-Executive 10 - 4 1
N. J. Jhaveri Independent 13 2 5 5
V. T. Moorthy Non-Executive 1 - - -
J. P. Nayak Non-Executive 9 - 5 1
S. Rajgopal4 Independent 1 1 - -
D. D. Rathi Non-Executive 7 1 - 1
S. Misra Managing
Director 2 1 - 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 Shareholders’ / Investors Grievance Committee
of all public limited companies are considered.
4. Mr. S. Rajgopal resigned as Nominee Director w.e.f. 20th October, 2007. He was appointed Additional
Director from that date.
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.
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• Attendance of each Director at the Board meetings and the last Annual General
Meeting (AGM)
Director No. of Board meetings Attended last AGM@
Held Attended
Kumar Mangalam Birla 4 4 Yes
Mrs. Rajashree Birla 4 2 Yes
R. C. Bhargava 4 4 Yes
G. M. Dave 4 4 Yes
Y. M. Deosthalee 4 1 No
N. J. Jhaveri 4 4 Yes
Dr. S. Misra 4 4 Yes
V. T. Moorthy 4 4 Yes
J. P. Nayak 4 4 Yes
S. Rajgopal1 4 3 Yes
D. D. Rathi 4 4 Yes
S. Misra 4 4 Yes
@
Annual General Meeting (AGM) held on 20th July, 2007 at Ravindra Natya Mandir, P. L. Deshpande
Maharashtra Kala Academy, Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai 400 025.
1. Mr. S. Rajgopal resigned as Nominee Director w.e.f. 20th October, 2007. He was appointed Additional
Director from that date.
• Number of Board meetings held, dates on which held and number of Directors present
Date of Board meetings City Board strength No. of
Directors present
21st April, 2007 Mumbai 12 11
20th July, 2007 Mumbai 12 11
20th October, 2007 Mumbai 12 10
19th January, 2008 Mumbai 12 10
The Board meets at least once a quarter to review the quarterly financial results and
operations of your Company. In addition to the above, the Board also meets as and when
necessary to address specific issues relating to the business of your Company.
Your Company’s Board plays a pivotal role in ensuring good governance and functioning
of your Company. The Board consists of professionals from diverse fields possessing vast
experience in their respective areas.
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The Board has unfettered and complete access to any information within your Company.
Members of the Board have complete freedom to express their views on agenda items and
can discuss any matter at the meeting with the permission of the Chairman. The Board
provides direction and exercises appropriate control to ensure that your Company is managed
in a manner that fulfils stakeholder’s aspirations and societal expectations.
The information placed before the Board includes:
— Annual operating plans, capital budgets and any updates.
— Quarterly financial results.
— Minutes of meetings of Audit Committee and other Committees of the Board.
— The information on recruitment and remuneration of Senior Officers just below the
Board level, including appointment or removal of the Chief Financial Officer and the
Company Secretary.
— Show cause, demand, prosecution notices and penalty notices which are materially
important.
— Fatal or serious accidents, dangerous occurrences, any material effluent or pollution
problems.
— Any material default in financial obligations to and by your Company, or substantial
non-payment for goods sold by your Company.
— Any issue, which involves possible public or product liability claims of substantial
nature, including any judgement or order, which may have passed strictures on the
conduct of your Company or taken an adverse view regarding another enterprise that
can have negative implications on your Company.
— Details of any joint venture or collaboration agreement.
— Transactions that involve substantial payment towards goodwill, brand equity or
intellectual property.
— Significant labour problems and their proposed solutions. Any significant development
in human resources / industrial relations front.
— Sale of material nature of investments, subsidiaries, assets, which is not in normal
course of business.
— Quarterly details of foreign exchange exposures and the steps taken by management to
limit the risks of adverse exchange rate movement, if material.
— Non-compliance of any regulatory, statutory or listing requirements and shareholders
service such as non-payment of dividend, delay in share transfer etc.
— Risk Management policies of your Company.
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All decisions relating to the remuneration of the Managing Director is taken by the Board
in accordance with the approval received from the Members of your Company.
• Code of Conduct
The Board of Directors has laid down a Code of Conduct (“the Code”) for all Board
Members and Senior Management Personnel of your Company. The Code is posted on
your Company’s website www.ultratechcement.com
All Board Members and Senior Management Personnel have confirmed compliance with
the Code.
A declaration signed by the Managing Director is attached and forms part of the Annual
Report.
AUDIT COMMITTEE
• Composition
The Board has constituted an Audit Committee comprising of three Non-Executive
Independent Directors. All the Members of the Audit Committee are financially literate as
per the provisions of Clause 49 of the Listing Agreement.
Directors Chairman/Member
R. C. Bhargava Chairman
G. M. Dave Member
S. Rajgopal Member
Permanent Invitees
Mr. D. D. Rathi — Director of your Company and Whole-time Director & Chief
Financial Officer of Grasim Industries Limited, the holding company.
Mr. K. C. Birla — Chief Financial Officer of your Company.
The Statutory, Cost and Internal Auditors of your Company are also invited to the Audit
Committee meetings.
The Company Secretary acts as the Secretary to the Committee.
• Objective
To monitor and effectively supervise your Company’s financial reporting process with a
view to provide accurate, timely and proper disclosure and the integrity and quality of the
financial reporting.
• Powers
The Audit Committee has the following powers:
— To investigate any activity within its terms of reference.
— To seek information from any employee.
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10. Reviewing the findings of any internal investigations by the Internal Auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board.
11. Discussion with Statutory Auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern.
12. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non payment of declared dividends) and
creditors, if any.
• The Audit Committee reviews the following information
1. Management Discussion and Analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee),
submitted by management;
3. Management letters / letters of internal control weaknesses issued by the Statutory
Auditors, if any;
4. Internal audit reports relating to internal control weaknesses;
5. The appointment, removal and terms of remuneration of the Chief Internal Auditor;
and
6. Risk Management policy of your Company.
During the year, the Committee has reviewed the internal controls put in place to ensure
that the accounts of your Company are properly maintained and that the accounting
transactions are in accordance with prevailing laws and regulations. In conducting such
reviews, the Committee found no material discrepancy or weakness in the internal control
system of your Company.
The Committee has also reviewed the procedures laid down by your Company for assessing
and managing risks.
• Meeting, attendance and sitting fees paid during the year
During the year, the Audit Committee met 6 times. The meetings were held on 21st April,
2007; 20th July, 2007; 27th September, 2007; 20th October, 2007; 19th January, 2008 and
8th March, 2008 .The details of attendance and sitting fees paid are as follows:
Member No. of meetings Sittings fees paid
Held Attended (Rs.)
R. C. Bhargava 6 6 1,20,000
G. M. Dave 6 4 80,000
S. Rajgopal 6 5 1,00,000
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Apart from the above, your Company has constituted a Finance Committee and an ESOS
Compensation Committee of the Board.
• Finance Committee
The Finance Committee comprises of the following Directors viz. Mr. R. C. Bhargava,
Dr. S. Misra and Mr. D. D. Rathi. The Committee is authorised to exercise all powers and
discharge all functions relating to working capital management, foreign currency contracts,
operation of bank accounts and authorising officers of your Company to deal in matters
relating to excise, sales tax, income tax, customs and other judicial or quasi judicial
authorities.
• ESOS Compensation Committee
The ESOS Compensation Committee constituted for implementing, administering and
supervising the Employee Stock Options Scheme – 2006 (“the Scheme”) comprises of
Mr. Kumar Mangalam Birla, Mr. G. M. Dave and Mr. S. Rajgopal. During the year, the
Committee granted 1,68,070 stock options to eligible employees of your Company in the
management cadre, subject to the provisions of the Scheme, statutory provisions including
SEBI Guidelines as may be applicable from time to time and the rules and procedures set
out by your Company in this regard.
MEANS OF COMMUNICATION
• Quarterly results
— Which newspapers normally published in:
Newspaper Cities of Publication
Business Standard All editions
Economic Times Mumbai
Free Press Journal Mumbai
Navshakti Mumbai
Maharashtra Times Mumbai
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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, 2008.
Mumbai S. Misra
22nd April, 2008 Managing Director
CEO/CFO CERTIFICATE
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, 2008 and to the 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 affairs 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) that to the best of our knowledge, no fraud, whether or not material, that involves
management or other employees who have a significant role in the Company’s internal
control system over financial reporting existed during the period under review.
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SH A R E H O L D E R INFORMATION
1. Annual General Meeting
— Date and Time : Friday, 18th July, 2008, 3:30 p.m.
— Venue : Ravindra Natya Mandir,
P. L. Deshpande Maharashtra
Kala Academy,
Near Siddhivinayak Temple,
Sayani Road, Prabhadevi,
Mumbai – 400 025
2. Financial Calendar
— Financial reporting for the quarter ending : End July, 2008
30th June, 2008
— Financial reporting for the half year ending : End October, 2008
30th September, 2008
— Financial reporting for the quarter ending : End January, 2009
31st December, 2008
— Financial reporting for the year ending : End April, 2009
31st March, 2009
— Annual General Meeting for the year ending : End July/August, 2009
31st March, 2009
3. Dates of Book Closure : 11th July, 2008 to 18th July, 2008
(both days inclusive)
4. Dividend Payment Date : On or after 18th July, 2008
5. Registered Office : UltraTech Cement Limited
“B” Wing, Ahura Centre,
2nd Floor, Mahakali Caves Road,
Andheri (East), Mumbai-400 093.
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-400 001. Dalal Street, Mumbai-400 001.
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-400 051. Bandra (East), Mumbai-400 051.
Note: Listing fees for the year 2008-09 has been paid to the Bombay Stock Exchange Limited
and the National Stock Exchange of India Limited.
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9. Stock Performance:
200
180
160
140
120
100
80
60
Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07 Oct-07 Nov-07 Dec-07 Jan-08 Feb-08 Mar-08
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The RTA attends to investor grievances in consultation with the Secretarial Department of
your Company.
2007-08 2006-07
Transfer Period No. of No. of % No. of No. of %
(in days) transfers shares transfers shares
1 – 15 999 22,192 47.80 1,565 34,625 48.69
16 – 20 140 6,519 6.70 361 13,399 11.23
21 – 30 951 39,264 45.50 1,288 44,390 40.08
Total 2,090 67,975 100.00 3,214 92,414 100.00
Number of pending share transfers : 46 transfers in respect of 1,806 shares pending
as at 31st March, 2008 as registered notices have been issued to
sellers.
13. Investor Services:
Complaints received during the year
Nature of Complaints 2007-08 2006-07
Received Cleared Received Cleared
Relating to Transfer, Transmission,
Dividend, Interest, Demat & Remat 11 11 21 21
and Change of address etc.
Legal proceedings on share transfer : There are no major legal proceedings relating
issues, if any to transfer of shares.
14. Distribution of Shareholding as on 31st March:
2008 2007
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 – 100 244,434 89.06 7,386,717 5.93 258,881 89.00 7,842,953 6.30
101 – 200 17,678 6.44 2,623,356 2.11 18,822 6.47 2,797,601 2.25
201 – 500 8,540 3.11 2,706,955 2.18 9,127 3.14 2,893,342 2.32
501 – 1000 2,328 0.85 1,662,534 1.34 2,495 0.86 1,778,311 1.43
1001 - 5000 1,214 0.44 2,270,872 1.82 1,323 0.45 2,471,605 1.99
5001-10000 81 0.03 590,299 0.47 92 0.03 652,631 0.52
10001 & above 174 0.07 107,245,146 86.15 153 0.05 106,049,436 85.19
Total 274,449 100.00 124,485,879 100.00 290,893 100.00 124,485,879 100.00
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Others Others
14.62% 15.14%
Corporates Promoters Corporates Promoters
14.72% & Promoter 13.60% & Promoter
Group Group
54.38% 52.97%
Foreign Foreign
Investors Investors
7.44% 10.28%
Insurance Banks/MFs/FI's Insurance Banks/MFs/FI's
Companies 1.95% Companies 2.08%
6.89% 5.93%
2008 2007
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Others
1. In terms of the Regulations of NSDL and CDSL, the bank account details of Beneficial
Owners of shares in demat form will be printed on the dividend warrants as furnished
by the Depository Participants(DP). The Company will not entertain any request for
change of bank details printed on their dividend warrants. In case of any changes in
your bank details please inform your DP immediately.
2. Shareholders holding shares in physical form are requested to notify to the Company,
change in their address / pin code number and Bank Account details promptly by
written request under the signatures of sole / first joint holder. Beneficial Owners of
shares in demat form are requested to send their instructions regarding change of
name, change of address, bank details, nomination, power of attorney, etc. directly to
their DP as the same are maintained by the DPs.
5. For expeditious transfer of shares, shareholders should fill in complete and correct
particulars in the transfer deed. Wherever applicable, registration number of Power of
Attorney should also be quoted in the transfer deed at the appropriate place.
6. Shareholders are requested to keep record of their specimen signature before lodgement
of shares with the Company to obviate possibility of difference in signature at a later
date.
8. Section 109A of the Companies Act, 1956 extends nomination facility to individuals
holding shares in physical form in companies. Shareholders, in particular, those holding
shares in single name, may avail of the above facility by furnishing the particulars of
their nominations in the prescribed Nomination Form which can be obtained from the
Company or its RTA or download the same from the Company’s website.
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10. Addresses of the redressal agencies for investors to lodge their grievances:
Ministry of Corporate Affairs (MCA) Securities and Exchange Board of
‘A’ Wing, Shastri Bhawan, India (SEBI)
Rajendra Prasad Road, Plot No.C4-A,‘G’ Block,
New Delhi - 110 001 Bandra Kurla Complex,
Tel.: (011) 23384660, 23384470, Bandra (East), Mumbai - 400 051
23389403 Tel.: (022) 26449000/40459000
Web: www.mca.gov.in Fax: (022) 26449016-20
Web: www.sebi.gov.in
Stock Exchanges:
Bombay Stock Exchange Limited (BSE) National Stock Exchange of India
Phiroze Jeejeebhoy Towers, Limited (NSE)
Dalal Street, Exchange Plaza,
Mumbai - 400 001 Plot No. C/1, ‘G’ Block,
Tel.: (022) 22721233/34 Bandra Kurla Complex,
Fax: (022) 22721919 Bandra (East), Mumbai - 400 051
Web: www.bseindia.com Tel.: (022) 26598100-8114
Fax: (022) 26598120
Web: www.nseindia.com
Depositories:
National Securities Depository Limited Central Depository Services (India)
(NSDL) Limited (CDSL)
Trade World, ‘A’ Wing, 4th & 5th Floors, Phiroze Jeejeebhoy Towers,
Kamala Mills Compound, 16th Floor, Dalal Street,
Lower Parel, Mumbai - 400 013 Mumbai - 400 001
Tel.: (022) 2499 4200 Tel.: (022) 22723333
Fax: (022) 24972993/24976351 Fax: (022) 22723199/22722072
Web: www.nsdl.co.in Web: www.cdslindia.com
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Atul B. Desai
(Partner)
Membership No. 30850
Place: Mumbai
Date: 22nd April, 2008
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SHAREHOLDER INFORMATION
NOTICE
SO C I A L REPORT
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At eye camps conducted by us, 309 people were treated. Of this, 213 were provided with
spectacles for better sight.
Rehabilitation camp for the physically challenged reached out to 274 beneficiaries.
At the Awarpur Cement Works, “Mothers Health Month” was organised which benefited
554 women.
Education
Books, school uniforms, furniture were provided to 5,779 school children.
Adult Education Centres opened in association with District Adult Education Department
reached out to 1,073 persons.
We supported 434 meritorious students and financial assistance was accorded to 4,776
students.
Career guidance programs were conducted for 587 students.
Sustainable Livelihood
At our Awarpur works, a 5-day “Rock Bee Honey Training Camp’ was organised in
collaboration with “Tribal Cooperative Marketing Federation of India Limited, New Delhi”
and 25 youngsters were trained in honey extraction and collection.
Facilitated the ‘Krushi Rath’ scheme of the Government to impart knowledge of modern
farming and irrigation to 1,775 farmers.
1,771 people participated in various skill development and vocational training programs to
enhance employment prospects.
Women Self-Help Groups
248 women were trained on tailoring.
225 women participated at an ‘Awareness Development Camp’ held in association with
Central Board for Workers Education, Ministry of Labour & Employment, Government of
India, to promote self employment among poor women.
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SHAREHOLDER INFORMATION
NOTICE
ENVIRONMENT REPORT
We have always believed in being caring corporate citizens wherever we operate. Within our
philosophy the concept of caring for the planet is embedded. We are committed to sustainable
development. We believe that economic growth and environmental protection are inextricably
linked.
Your Company is a voluntary member of the Cement Sustainability Initiative (CSI) established
under the banner of the World Business Council for Sustainable Development (WBCSD). The
CSI accords priority to a series of programmes with a view to preserving mineral resources
through the use of alternative fuels and materials; minimising greenhouse gas emissions
through technology upgradation; and interventions to secure employee health and safety at the
work place.
Accordingly your Company is in the process of concluding a baseline report for the year 2007,
prepared in accordance with CSI reporting standards by Ernst & Young, the well reputed
Accounting firm. This Report will also serve to identify priorities for future improvement.
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Your Company is also a member of the Cement Task Force of the Asia Pacific Partnership on
Clean Development & Climate, an initiative spearheaded by Australia, China, Japan, India,
South Korea, USA and Canada. The objective of this initiative is to develop, deploy and
transfer emerging and existing clean technology. This will enable support of rapidly expanding
energy needs, while containing greenhouse gas emissions. Your Company has already submitted
Projects on Waste Heat Recovery and the use of Hazardous Wastes in Cement Kilns for
collaboration with other cement companies in the region.
Your Company’s Units are certified in compliance with ISO 14001 Environment Management
System and OHSAS 18001.
Your Company has validated it’s energy efficiency based on data from Global Benchmarking
Survey conducted by Whitehopleman, an independent UK based Consulting firm.
We have opted for rain-water harvesting in a big way. Our measures include, collecting rain-
water in the lower benches of some of our captive limestone mines, water recharging projects,
creation of water bodies in the catchment areas for rain-water storage. This way we also
provide water to communities that live in proximity to our Units.
In sum, in the words of Theodore Roosevelt, “To waste, to destroy, our natural resources, to
skin and exhaust the land instead of using it so as to increase its usefulness, will result in
undermining in the days of our children the very prosperity which we ought by right to hand
down to them amplified and developed”. We bear this in mind. Always.
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DI R E C T O R S ’ R E 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 Eighth Annual Report together with the Audited Accounts of your
Company for the year ended 31st March, 2008:
FINANCIAL RESULTS
(Rs. in crores)
2007-08 2006-07
Gross Turnover 6,286.24 5,484.35
Gross Profit 1,744.24 1,392.44
Less: Depreciation 237.23 226.25
Profit Before Tax 1,507.01 1,166.19
Tax Expenses 499.40 383.91
Profit After Tax 1,007.61 782.28
Add: Balance brought forward from Previous Year 775.16 180.57
Surplus available for Appropriation 1,782.77 962.85
Appropriation
Debenture Redemption Reserve (8.17) 30.92
General Reserve 120.00 100.00
Dividend 62.24 49.79
Corporate tax on Dividend 10.58 6.98
Balance transferred to Balance Sheet 1,598.12 775.16
Total 1,782.77 962.85
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DIVIDEND
Your Directors recommended a dividend of Rs. 5/- per equity share of Rs. 10/- each for the
year ended 31st March, 2008. The dividend distribution would result in a cash outgo of
Rs. 72.82 crores (including tax on dividend of Rs. 10.58 crores) compared to Rs. 56.77 crores
(including tax on dividend of Rs. 6.98 crores) paid for the year 2006-07.
CAPITAL EXPENDITURE
Your Company initiated various expansion and de-bottlenecking programs to maintain growth
and improve efficiencies.
The Clinkerisation (pyrosection) unit at Andhra Pradesh Cement Works (APCW) was
commissioned during the fourth quarter of the financial year ended 31st March, 2008. The
balance work on capacity expansion at APCW is progressing and the split grinding Unit at
Ginigera in Karnataka is on track. The Unit will be operational in the first half of the current fiscal.
Upon commissioning of expanded capacity at APCW, your Company’s total capacity will be
23.1 MMT.
Trials have begun on the 1st Stream of the Thermal Power Plant (TPP) of 23MW at Gujarat
Cement Works (GCW) in Gujarat. All four Streams aggregating to 92MW will be fully
operational by H1FY09. In addition, TPP’s aggregating to 135MWs are being set up at
Awarpur Cement Works (ACW) in Maharashtra, APCW and Hirmi Cement Works (HCW) in
Chhattisgarh. These power plants, except ACW, will be commissioned in a phased manner in
FY09.
In FY08 15 Ready Mix Concrete (RMC) plants have been set up across the country.
EMPLOYEE STOCK OPTION SCHEME
The ESOS Compensation Committee of the Board of your Company formulated the Employee
Stock Option Scheme – 2006 (“ESOS-2006”) at its meeting held on 23rd August, 2007.
The ESOS Compensation Committee granted 1,68,070 stock options to eligible employees of
your Company. The disclosure, as required under Clause 12 of Securities and Exchange Board
of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 is set out in Annexure I to this Report.
AWARDS
Your Company was the recipient of the following awards:
• The Top Exporter Award from CAPEXIL for the eleventh consecutive year.
• State level award for excellence in energy conservation and management for 2006 for
ACW.
• The CII National award for excellence in Energy Management 2007 – ‘Energy Efficient
Unit’ and ‘Innovative Project’ for APCW.
• Mines safety award – First prize in ‘Method of Working’ and Second prize in ‘Drilling and
Blasting’ for APCW.
• National Safety Award for outstanding performance in industrial safety for HCW.
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HUMAN RESOURCES
At your Company, employees continue to be the key driving force of the organisation and
remain a strong source of our competitive advantage. We believe in aligning business priorities
with the aspirations of employees leading to the development of an empowered and responsive
human capital. We strive to create a work environment which encourages innovation and
creativity.
Through our strong Employer Brand, we were able to attract quality people with required
skills who have become part of our competent and committed workforce. Appropriate measures
are being planned by your Company to ensure talent retention and employee engagement.
Your Company continued to support learning and development initiatives to enhance the
functional as well as the behavioural competencies of our people. At ‘Gyanodaya’ - The
Aditya Birla Institute of Management Learning, executives of your Company were enlisted for
various high quality learning interventions. These programs supplemented with a combination
of developmental assignments, classroom and web based training, has enabled our people to
continuously learn, develop and grow.
Our performance management system is primarily based on competencies and values. We
closely monitor growth and development of top talent in your Company, to align personal
aspirations with the organisation purpose.
CORPORATE GOVERNANCE
Your Directors reaffirm their continued commitment to good corporate governance practices.
During the year under review, your Company complied with the provisions of Clause 49 of the
Listing Agreement with the stock exchanges which relates to corporate governance.
A separate section on corporate governance together with a certificate from your Company’s
Statutory Auditors forms a part of this Annual Report.
SUBSIDIARY COMPANIES
In terms of Section 212 of the Companies Act, 1956, (“the Act”) the Accounts together with
the Report of Directors and the Auditor’s Report of your Company’s subsidiaries viz. Dakshin
Cements Limited (Dakshin) and UltraTech Ceylinco (Pvt) Limited (UltraTech Ceylinco) forms
a part of this Report.
In line with the provisions of the Accounting Standards prescribed by the Institute of Chartered
Accountants of India and the provisions of the Listing Agreement with the stock exchanges,
the duly audited Consolidated Financial Statement has been prepared after considering the
financial statements of your Company’s subsidiaries viz. Dakshin and UltraTech Ceylinco.
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FINANCE
CRISIL has upgraded your Company’s rating from “AA+/Stable” to “AAA/Stable”. Your
Company is also one of the few companies to have its bank loan facilities rated. CRISIL has
assigned your Company’s bank loan facility, the highest rating of “AAA/Stable/P1+”. Such a
rating allows your Company to borrow on competitive terms.
Your Company has raised Rs.90 crores by way of fully hedged Buyers Credit for a tenure of
three years. These funds have been used for various ongoing capex.
Your Company has repaid debentures and loans amounting to Rs. 285 crores.
Your Company has not invited or renewed deposits from the public / shareholders in accordance
with Section 58A of the Act.
PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 217(2A) of the Act read with the Companies
(Particulars of Employees) Rules, 1975, the names and other particulars of employees are to
be set out in the Directors’ Report, as an addendum thereto. However, as per the provisions of
Section 219(1)(b)(iv) of the Act, the Report and Accounts as therein set out, are being sent to
all Members of your Company excluding the aforesaid information about the employees. Any
Member, who is interested in obtaining such particulars about employees, may write to the
Company Secretary at the Registered Office of your Company.
55
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(iii) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of your
Company and for preventing and detecting frauds and other irregularities;
(iv) the Annual Accounts of your Company have been prepared on a going concern basis.
DIRECTORS
Mr. S. Rajgopal, Nominee Director resigned from the Board of your Company with effect
from 20th October, 2007 consequent to the withdrawal of his nomination by the Administrator
of the Specified Undertaking of the Unit Trust of India. However, considering his vast knowledge
and experience, the Board inducted Mr. Rajgopal as an Additional Director with effect from
that date. Mr. Rajgopal holds office upto the conclusion of the ensuing Annual General
Meeting. Notice pursuant to Section 257 of the Act has been received from a Member of your
Company proposing Mr. Rajgopal’s appointment as Director.
Mrs. Rajashree Birla, Mr. V. T. Moorthy and Mr. R. C. Bhargava retire from office by rotation
and being eligible, offer themselves for re-appointment.
A brief resume of the Directors being appointed / re-appointed are attached to the Notice of
the ensuing Annual General Meeting.
AUDITORS
M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai and M/s. G. P. Kapadia & Co.,
Chartered Accountants, Mumbai were appointed Joint Statutory Auditors of your Company
from the conclusion of the previous Annual General Meeting until the conclusion of the
ensuing Annual General Meeting. M/s. Deloitte Haskins & Sells, Chartered Accountants,
Mumbai and M/s. G.P. Kapadia & Co., Chartered Accountants, Mumbai being eligible, offer
themselves for re-appointment as auditors of your Company.
The Board proposes the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants,
Mumbai and M/s. G. P. Kapadia & Co., Chartered Accountants, Mumbai as Joint Statutory
Auditors of your Company based on the recommendation of the Audit Committee, to hold
office from the conclusion of the ensuing Annual General Meeting until the conclusion of the
next Annual General Meeting.
The Board also proposes the re-appointment of M/s. Haribhakti & Co., Chartered Accountants,
Mumbai as the Branch Auditors of your Company’s Unit’s at Jafrabad and Magdalla in
Gujarat and Ratnagiri in Maharashtra, based on the recommendation of the Audit Committee,
to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion
of the next Annual General Meeting. In terms of the provisions of the Act the Board also seeks
your approval for the appointment of Branch Auditors in consultation with your Company’s
Statutory Auditors for any other Branch / Unit / Division of your Company, which may be
opened / acquired / installed in future in India or abroad.
Resolutions seeking your approval on these items are included in the Notice convening the
Annual General Meeting.
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The observation made in the Auditor’s Report are self-explanatory and therefore, do not call
for any further comments under Section 217(3) of the Act.
COST AUDITORS
Pursuant to the provisions of Section 233B of the Act, your Directors have appointed
M/s. N. I. Mehta & Co., Cost Accountants, Mumbai as the Cost Auditor to conduct the cost
audit of your Company for the financial year ending 31st March, 2009, subject to the approval
of the Central Government.
APPRECIATION
Your Directors place on record their appreciation of the contribution made by employees at all
levels. Your Company’s growth was made possible by employee’s support, co-operation,
commitment, solidarity and hard work.
Your Directors wish to take this opportunity to express their deep sense of gratitude to the
Central and State Governments, banks, financial institutions, shareholders and business
associates for their co-operation and support and look forward to their continued support in
future.
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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
rd
Tranche I [23 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 Nil Nil
d. Options exercised Nil Nil
e. The total number of shares NA NA
arising as a result of exercise
of the options
f. Options lapsed Nil Nil
g. Variation of terms of options Nil Nil
h. Money realised by exercise NA NA
of options
i. Total number of options
in force:
– Vested Nil Nil
– Unvested 99,010 69,060
j. Employee wise details of
options granted to:
i. Senior Managerial Personnel
Mr. S. Misra, 32,640 51,650
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 NA
in accordance with Accounting
Standard (AS) 20
‘Earning Per Share’
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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. 0.77 crores
so computed and the - fair value based Rs. 1.84 crores
employee compensation cost
that shall be recognised if it Difference Rs. 1.07 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. 1,007.61 crores Rs. 1,006.54 crores
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ANNEXURE I I
DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO 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
— Installation of Variable Frequency Drives
— Use of fuel efficient and higher capacity mining equipments
— Optimisation of Grinding Media size distribution in mills
— Close circuiting of cement mills
— Cooler Gas waste heat recovery system installed
b) Additional investments and proposals if any, being implemented for reduction
of consumption of energy
— Close circuiting of cement mills
— Installation of Roller Press
— Installation of Vertical roller mill for fuel grinding
— Installation of Dry Fly Ash handling and feeding system
— Modification of clinker characteristic to improve clinker grindability
— Increased Fly Ash absorption and Blended Cement production.
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 proposals stated above shall result in reduction in power consumption and
recovery of waste heat to use for productive purpose thereby reduction in cost.
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.
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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
2007-08 2006-07
1. Electricity
(a) Purchased
Units 000 Kwh 923400 847582
Total Amount Rs. crores 432.69 405.70
Rate/unit Rs. 4.69 4.79
(b) Own generation*
(i) Through Diesel generator
Units 000 Kwh 176961 188908
Units (Kwh) per Ltr. of fuel oil 3.96 4.03
Cost/Unit Rs. 5.62 4.91
(ii) Through Steam Turbine/Generator
Units 000 Kwh 316750 309571
Units(Kwh) per kg of coal 0.70 0.73
Cost/Unit Rs. 1.73 1.40
(iii) Through Steam Turbine/Generator
Units 000 Kwh 5527 64249
Units(Kwh) per kg of Naphtha 3.80 4.73
Cost/Unit Rs. 15.05 7.40
(iv) Waste Heat Recovery system
Units 000 Kwh 19064 477.05
Cost/Unit Rs. 0.35 0.25
2. Coal (Slack,Steam & ROM including lighting Coal)
For Co-generation of Steam & Power Tonnes 454839 425246
Total Cost Rs. crores 46.95 35.23
Average rate Rs./Tonnes 1032 828
For Process in Cement Plants
Quantity Tonnes 2157186 1991666
Total Cost Rs. crores 650.76 543.99
Average rate Rs./Tonnes 3017 2731
3. Furnace Oil (Including Naphtha)
Quantity K. Ltrs 47020 66184
Total amount Rs. crores 86.70 122.70
Average rate Rs./K ltr 18438 18539
4. Light Diesel Oil (LDO)
Quantity K. Ltrs 1332 1431
Total amount Rs. crores 3.70 4.24
Average rate Rs./K ltr 27765 29626
5. High Speed Diesel Oil (HSD)
Quantity K. Ltrs 358 265
Total amount Rs. crores 1.20 0.95
Average rate Rs./K ltr 33531 35661
B. CONSUMPTION PER UNIT OF PRODUCTION
Electricity # Kwh /T of Cement 84.69 86.93
Furnace oil $ Ltr /T of Clinker 0.11 0.10
Coal Kcal /Kg of Clinker 713 707
* Excludes Auxillary & Wheeling
# Excludes non production power consumption
$ Furnace oil used for kiln light up
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FORM - B
(See Rule 2)
Form for disclosure of particulars with respect to absorption
RESEARCH AND DEVELOPMENT (R&D)
Evaluation of use of :
• Mineralisers
The above initiatives have resulted in increase in production, energy efficiency, resources conservation
and reduction in related cost of production.
• Optimisation of chemistry of raw mix and fuel mix to improve mines life
• Improvement in existing processes and reducing consumption of scarce raw materials and fuel
• Cost reduction
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AUDITORS’ REPORT
TO THE MEMBERS OF ULTRATECH CEMENT LIMITED
1. We have audited the attached Balance Sheet of UltraTech Cement Limited as at March
31, 2008, the Profit and Loss Account and the Cash Flow Statement of the Company for
the year ended on that date, both annexed thereto. 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 disclosures
in the financial statements. An audit also includes assessing the accounting principles used
and 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:
(a) 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;
(b) 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 purpose of our audit have been received from the branches not visited
by us;
(c) the reports of the auditors of the branches have been submitted to us and the same have
been considered by us in preparing this report;
(d) 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 with the audited
returns received from the branches;
(e) 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;
(f) 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:
(i) in the case of the Balance Sheet, of the state of affairs of the Company as at
March 31, 2008;
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CMYK
AUDITORS’ REPORT
(ii) in the case of the Profit and Loss Account, of the profit of the Company for the
year ended on that date and
(iii) 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 from the directors as on March 31, 2008 taken
on record by the Board of Directors, we report that none of the directors is disqualified as
on March 31, 2008 from being appointed as a director under Section 274 (1) (g) of the
Companies Act, 1956.
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Sales Tax Act Sales Tax and 6.90 1997-1998, High Court
interest 2000-2001,
2005-2006
15.26 1985-1992, Tribunal (s)
1993-1994,
1995-2006
4.22 1993-2007 Appellate Authorities
1.33 2005-2007 Assessing Officers
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For DELOITTE HASKINS & SELLS For G.. P. KAPADIA & CO.
Chartered Accountants Chartered Accountants
B. P. Shroff Atul B. Desai
Partner Partner
(Membership No.34382) (Membership No.30850)
Mumbai, April 22, 2008
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APPLICATION OF FUNDS
Fixed Assets
Gross Block 5 4,972.60 4,784.70
Less: Depreciation 2,472.14 2,267.42
Net Block 2,500.46 2,517.28
Capital Work-in-Progress 2,283.15 696.95
4,783.61 3,214.23
Investments 6 170.90 483.45
Current Assets, Loans and Advances
Inventories 7 609.76 433.58
Sundry Debtors 8 216.61 183.50
Cash and Bank Balances 9 100.69 89.59
Loans and Advances 10 376.83 253.50
1,303.89 960.17
Less:
Current Liabilities and Provisions
Current Liabilities 11 1,153.01 736.71
Provisions 12 125.55 18.47
1,278.56 755.18
Net Current Assets 25.33 204.99
TOTAL 4,979.84 3,902.67
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. S. MISRA R. C. BHARGAVA
Chartered Accountants Chartered Accountants Managing Director G. M. DAVE
Y. M. DEOSTHALEE
N. J. JHAVERI
B. P. SHROFF ATUL B. DESAI K. C. BIRLA DR. S. MISRA
Partner Partner Sr. Executive President & CFO V. T. MOORTHY
S. RAJGOPAL
D. D. RATHI
S. K. CHATTERJEE Directors
Mumbai, April 22, 2008 Company Secretary
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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2008
Rs. in Crores
Previous
Schedules Year
INCOME
Gross Sales 6,286.24 5,484.04
Less: Excise Duty 777.02 573.52
Net Sales 5,509.22 4,910.52
Interest & Dividend Income 13 37.47 29.82
Other Income 14 62.38 31.64
Increase / (Decrease) in Stocks 15 26.63 (32.54)
5,635.70 4,939.44
EXPENDITURE
Raw Materials Consumed 16 536.77 397.23
Manufacturing Expenses 17 1,824.91 1,649.76
Purchase of Finished Products 13.68 182.43
Payments to and Provisions for Employees 18 171.55 117.22
Selling, Distribution, Administration and
Other Expenses 19 1,282.25 1,118.05
Interest 20 75.67 86.83
Depreciation and Obsolescence 237.23 226.25
4,142.06 3,777.77
Less: Self Consumption of Cement {Net of Excise Duty
Rs. 5.13 Crores. (Previous Year Rs. 1.14 Crores)} (13.37) (4.52)
4,128.69 3,773.25
Profit Before Tax Expenses 1,507.01 1,166.19
Income Tax Expenses
Provision for Current Tax {including provision for Wealth Tax
Rs. 0.18 Crore (Previous year Rs. 0.11 Crore) and Interest of 510.24 396.00
Rs. 4.25 Crores (Previous Year Rs. 0.62 Crore)}
Deferred Tax (16.71) (16.70)
Provision for Fringe Benefit Tax 5.87 4.61
Profit After Tax 1,007.61 782.28
Balance brought forward from Previous Year 775.16 180.57
Profit Available for Appropriation 1,782.77 962.85
Appropriations
Interim Dividend paid - 49.79
Proposed Dividend 62.24 -
Corporate Dividend Tax 10.58 6.98
Debenture Redemption Reserve (8.17) 30.92
General Reserve 120.00 100.00
Balance carried to Balance Sheet 1,598.12 775.16
1,782.77 962.85
Basic Earnings Per Equity Share (in Rs.) {See Note B 19(A)} 80.94 62.84
Diluted Earnings Per Equity Share (in Rs.) {See Note B 19(B)} 80.91 62.84
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. S. MISRA R. C. BHARGAVA
Chartered Accountants Chartered Accountants Managing Director G. M. DAVE
Y. M. DEOSTHALEE
N. J. JHAVERI
B. P. SHROFF ATUL B. DESAI K. C. BIRLA DR. S. MISRA
Partner Partner Sr. Executive President & CFO V. T. MOORTHY
S. RAJGOPAL
D. D. RATHI
S. K. CHATTERJEE Directors
Mumbai, April 22, 2008 Company Secretary
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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2008
Rs. in Crores
A Cash Flow from Operating Activities: March 31, 2008 March 31, 2007
Profit Before tax 1,507.01 1,166.19
Adjustments for:
Depreciation and Obsolescence 237.23 226.25
Employees Compensation Expenses under ESOS 0.77 -
Bad Debts Written-off 1.79 0.76
Provision for Retirement Benefits 7.40 4.72
Provision for Mines Restoration 1.87 1.64
Interest & Dividend Income (37.47) (29.82)
Interest Expense 75.67 86.83
Unrealised Foreign Exchange (Gain)/Loss (8.97) (2.73)
(Profit)/Loss on Sale of Fixed Assets 1.18 0.05
(Profit)/Loss on Sale of Investment (1.28) (0.26)
Operating Profit Before Working Capital Changes 1,785.20 1,453.63
Adjustments for:
(Increase)/decrease in Inventories (176.18) (54.01)
(Increase)/decrease in Sundry Debtors (34.90) (11.71)
(Increase)/decrease in Loans and Advances (134.73) (79.85)
Increase/(decrease) in Trade Payables and other Liabilities 416.14 222.27
Cash Generated from Operations 1,855.53 1,530.33
Taxes paid (480.27) (417.24)
Net Cash from Operating Activities (A) 1,375.26 1,113.09
B Cash Flow from Investing Activities:
Purchase of Fixed Assets (1,798.89) (764.88)
Sale of Fixed Assets 5.80 0.41
(Increase) / decrease in Current Investments 312.34 (311.00)
Profit on Sale of Investments 1.28 0.26
Interest and Dividend Received 37.68 29.76
Net Cash used in Investing Activities (B) (1,441.79) (1,045.45)
C Cash Flow from Financing Activities:
Repayment of Long Term Borrowings (285.00) (76.00)
Proceeds from Long Term Borrowings 161.55 200.43
Proceeds of Short Term Borrowings (Net) 290.11 6.76
Interest paid (89.03) (89.21)
Dividend Paid - (71.58)
Corporate Dividend Tax - (10.04)
Net Cash Generated / (Used) in Financing Activities (C) 77.63 (39.64)
Net Increase in Cash and Cash Equivalents (A + B + C) 11.10 27.99
Cash and Cash Equivalents at the Beginning of the Year 89.59 61.60
Cash and Cash Equivalents at the End of the Year 100.69 89.59
Notes:
1. Cash flow statement has been prepared under the indirect method as set out in Accounting Standard - 3
issued by the Institute of Chartered Accountants of India.
2. Purchase of fixed assets includes movements of capital work-in-progress between the beginning and the end
of the year.
3. Cash and cash equivalents represent cash and bank balances.
4. Previous year’s figures regrouped / recasted wherever necessary.
In terms of our report attached. KUMAR MANGALAM BIRLA
Chairman
For DELOITTE HASKINS & SELLS For G. P. KAPADIA & CO. S. MISRA R. C. BHARGAVA
Chartered Accountants Chartered Accountants Managing Director G. M. DAVE
Y. M. DEOSTHALEE
N. J. JHAVERI
B. P. SHROFF ATUL B. DESAI K. C. BIRLA DR. S. MISRA
Partner Partner Sr. Executive President & CFO V. T. MOORTHY
S. RAJGOPAL
D. D. RATHI
S. K. CHATTERJEE Directors
Mumbai, April 22, 2008 Company Secretary
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SCHEDULES
Rs. in Crores
Previous
SCHEDULE 1A Year
SHARE CAPITAL
Authorised
130,000,000 Equity shares of Rs. 10 each 130.00 130.00
SCHEDULE 1B
EMPLOYEES STOCK OPTIONS OUTSTANDING
Employees Stock Options Outstanding 2.45 -
Less: Deferred Employees Compensation Expenses 1.68 -
0.77 -
Outstanding Employees Stock Options exercisable into 168,070 Equity Shares of Rs.10 each fully paid-up.
(See Note B 18)
SCHEDULE 2
RESERVES & SURPLUS Rs. in Crores
Balance Additions Deduction/ Balance
as at during Adjustments as at
31st the during 31st
March, 07 year the year March, 08
Capital Reserve 25.02 - - 25.02
Cash Subsidy Reserve 0.10 - - 0.10
Debenture Redemption Reserve 169.80 - (8.17) 161.63
General Reserve 669.21 120.00 (2.35)* 786.86
Surplus as per Profit and Loss Account 775.16 1,007.61 (184.65) 1,598.12
1,639.29 1,127.61 (195.17) 2,571.73
Previous Year 913.78 913.20 (187.69) 1,639.29
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SCHEDULES
Rs. in Crores
Previous
Year
SCHEDULE 3
SECURED LOANS
Non-Convertible Debentures (See Note B 4a) 759.32 943.40
Loans from Banks:
Cash Credits / Working Capital Borrowings from Banks Secured by
Hypothecation of Stocks and Book Debts of the Company 143.10 20.91
Term Loans (See Note B 4b) 80.24 186.94
982.66 1,151.25
SCHEDULE 4
UNSECURED LOANS
Short Term:
From Banks 170.19 -
Long Term:
From Banks 262.90 173.88
Sales Tax Deferment Loans 324.75 253.50
757.84 427.38
SCHEDULE 5
FIXED ASSETS Rs. in Crores
Particulars Gross Block Depreciation Net Block
Total 4,784.70 227.47 39.57 4,972.60 2,267.42 229.74 25.02 2,472.14 2,500.46 2,517.28
Previous year 4,605.38 206.83 27.51 4,784.70 2,068.21 219.57 20.36 2,267.42
Add: Capital Work-in-Progress {includes advances of Rs. 388.75 Crores (Previous Year Rs. 346.12 Crores)} 2,283.15 696.95
4,783.61 3,214.23
Notes:
Rs. in Crores
A) Depreciation for the year 229.74
Add: Obsolescence 7.58
Less: Depreciation transferred to Pre-operative Expenses (0.09)
Depreciation as per Profit and Loss Account 237.23
B) 1. Leasehold Land includes Mining Rights.
2. Cost of Leasehold Land includes Rs. 6.09 Crores (Previous year Rs. 6.09 Crores) for which the lease
agreement has not been executed.
3. 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”.
4. Fixed Assets includes assets costing Rs. 127.83 Crores (Previous Year Rs. 123.84 Crores) not owned by
the Company.
5. Fixed Assets costing Rs. 26.72 Crores (Previous Year Rs. 26.72 Crores) are held on Co-ownership with
other Company.
6. 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.
72
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SCHEDULES
Rs. in Crores
Previous
SCHEDULE 6 Year
INVESTMENTS - At Cost
LONG TERM (TRADE)
Government and Trust Securities -Unquoted - -
(Rs. 10,000, Previous Year Rs. 10,000)
Pledged as security deposit
Shares in Subsidiary Companies- Unquoted
Fully paid-up Equity Shares of Rs. 10 each
50,000 Dakshin Cements Limited (Previous Year 50,000) 1.21 1.21
Fully paid-up Equity Shares of Sri Lankan Rupee 10 each
40,000,000 UltraTech Ceylinco (Pvt.) Limited.
(Previous Year 40,000,000) 23.03 23.03
24.24 24.24
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 Nil) 20.00 -
44.24 24.24
CURRENT - Unquoted (Other Investments)
Units of Debt Schemes of Mutual Funds:
Description No. of Units Face Value Value
a) Liquid Scheme - Dividend Plan:
Birla Sunlife Mutual Fund
(Previous year 24,001,347 units) - 10 - 24.00
LIC Mutual Fund (Previous year Nil) 1,821,826 10 2.00 -
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SCHEDULES
CURRENT - Unquoted (Continued).... Rs. in Crores
Units of Debt Schemes of Mutual Funds: Previous
Year
Description No. of Units Face Value Value
ING Vysya Mutual Fund
(Previous year 10,000,000 units) - 10 - 10.00
Lotus Mutual Fund (Previous year 15,077,418 units) - 10 - 15.08
Deustche Mutual Fund (Previous year 5,000,000 units) - 10 - 5.00
Principal Mutual Fund (Previous year 15,000,000 units) - 10 - 15.00
Reliance Mutual Fund (Previous year 50,000,000 units) - 10 - 50.00
ABN Amro Mutual Fund (Previous year 10,000,000 units) - 10 - 10.00
HDFC Mutual Fund (Previous year Nil) 19,800,000 10 19.80 -
Note: No. of Units of various Mutual Funds - Debt Schemes purchased and redeemed during the year are as
follows:
(A) Liquid Schemes (Dividend Plan) - ABN Amro Mutual Fund-60,999,640; Birla Sunlife Mutual Fund -
689,554,172; DSP Merrill Lynch Mutual Fund -4,497,550; Deutsche Mutual Fund -153,815,277;
Franklin Templeton Mutual Fund -192,904,744; HDFC Mutual Fund -258,824,980; HSBC Mutual Fund -
99,302,443; ICICI Prudential Mutual Fund -2,318,947,570; ING Mutual Fund -64,976,309; JM Financial
Mutual Fund -134,954,167; JP Morgan Mutual Fund- 9,991,108; Kotak Mahindra Mutual Fund -113,301,283;
LIC Mutual Fund -817,175,417; Lotus India Mutual Fund -43,961,579; Principal Mutual Fund -175,783,786;
Reliance Mutual Fund -156,227,395; SBI Mutual Fund -20,571,006; Standard Chartered Mutual Fund -
105,521,090; Sundaram BNP Paribas Mutual Fund-58,695,029; TATA Mutual Fund -56,702,889;
UTI Mutual Fund -119,412,720.
(B) Floating Rate Schemes (Dividend Plan) - UTI Mutual Fund- 48,810; Birla Sunlife Mutual Fund- 9,992,605
(C) Short Term Schemes (Dividend Plan) - Franklin Templeton Mutual Fund -98,933
(D) Dynamic Bond Fund Schemes (Dividend Plan) - Birla Sunlife Mutual Fund- 48,151,346.
(E) Fixed Maturity Plans (Dividend Plan) - ABN AMRO Mutual Fund -115,000,000; Birla Sunlife Mutual
Fund -39,978,148; DSP Mutual Fund- 200,000; Deutsche Mutual Fund -15,000,000; HDFC Mutual
Fund- 15,000,000; HSBC Mutual Fund- 25,000,000; JM Financial Mutual Fund- 25,000,000; Kotak Mahindra
Mutual Fund -50,000,000; LIC Mutual Fund -45,000,000; Lotus India Mutual Fund- 35,000,000;
ICICI Prudential Mutual Fund -10,000,000; Reliance Mutual Fund -39,974,039; SBI Mutual Fund -
50,000,000; Standard Chartered Mutual Fund -45,000,000; Sundaram BNP Paribas Mutual Fund- 5,000,000;
Tata Mutual Fund- 10,000,000; UTI Mutual Fund -50,000,000.
74
CMYK
SCHEDULES
Rs. in Crores
Previous
SCHEDULE 7 Year
INVENTORIES
Stores & Spare parts, Packing Material, Fuels and Scrap 408.03 275.10
Raw Materials 43.26 23.43
Work-in-progress 102.35 75.60
Finished Goods 56.12 59.45
609.76 433.58
SCHEDULE 8
SUNDRY DEBTORS
Exceeding six months:
Good and Secured 6.18 5.65
Good and Unsecured 3.13 3.15
9.31 8.80
Others:
Good and Secured 97.99 107.37
Good and Unsecured 109.31 67.33
207.30 174.70
216.61 183.50
SCHEDULE 9
CASH AND BANK BALANCES
Cash Balance on Hand {Including Cheques on Hand
Rs. 17.62 Crores; (Previous Year Nil)} 18.53 0.18
Bank Balance with Scheduled Banks:
In Current Accounts 82.16 89.41
In Fixed Deposit Accounts {(Rs. 24,548),
(Previous Year Rs. 23,085)} - -
100.69 89.59
SCHEDULE 10
LOANS AND ADVANCES
Secured and Considered Good
Loan against mortgage of House Property 1.64 1.57
Unsecured
Considered Good:
Loans and Advances to Subsidiary Company 0.35 0.13
Deposits and Balances with Government and other Authorities
(including accrued interest) 151.33 69.04
Advances recoverable in cash or in kind or
for value to be received 223.51 168.35
Advance Tax (Net of Provision) - 14.41
Considered Doubtful:
Advances recoverable in cash or in kind from others 0.22 0.22
375.41 252.15
Less: Provision for doubtful Loans and Advances 0.22 0.22
375.19 251.93
376.83 253.50
75
CMYK
SCHEDULES
Rs. in Crores
Previous
SCHEDULE 11 Year
CURRENT LIABILITIES
Sundry Creditors
Dues of Micro, Small and Medium Enterprises 0.21 0.47
(To the extent identified with available information)
Parent Company and Fellow Subsidiaries 0.60 0.09
Others 775.98 463.43
776.79 463.99
Security and Other Deposits 149.85 112.99
Advances from Customers 104.73 53.93
Investor Education and Protection Fund, Amount not due:
Unpaid Dividend 0.37 0.39
Other Liabilities 89.00 73.37
Interest accrued but not due on loans 32.27 32.04
1,153.01 736.71
SCHEDULE 12
PROVISIONS
Provision for Retirement Benefits 27.79 16.83
Provision for Mines Restoration 3.51 1.64
Provision for Tax (Net of Advance Tax) 21.43 -
Proposed Dividend 62.24 -
Corporate Dividend Tax 10.58 -
125.55 18.47
SCHEDULE 13
INTEREST & DIVIDEND INCOME
Interest (Gross) on others 5.92 3.15
(Tax Deduted at Source Rs. 0.57 Crore, Previous Year Rs. 0.47 Crore)
Dividend from Current Investments 28.75 23.12
Dividend from a Subsidiary 2.80 3.55
37.47 29.82
SCHEDULE 14
OTHER INCOME
Lease Rent 0.68 1.28
Insurance Claim 0.26 0.36
Profit on Sale of Current Investments (Net) 1.28 0.26
Exchange Rate Difference (Net) 11.00 3.19
Miscellaneous Income / Receipts 49.16 26.55
62.38 31.64
SCHEDULE 15
INCREASE / (DECREASE) IN STOCKS
Closing Stock
Work-in-progress 102.35 75.60
Finished Goods 56.12 59.45
158.47 135.05
Opening stock
Work-in-progress 75.60 105.97
Finished Goods 59.45 59.84
135.05 165.81
Add: Increase / (Decrease) in Excise Duty on Stocks 3.21 (1.78)
Increase / (Decrease) in Stocks 26.63 (32.54)
76
CMYK
SCHEDULES
Rs. in Crores
Previous
SCHEDULE 16 Year
RAW MATERIALS CONSUMED
Opening Stock 23.43 12.74
Purchase and Incidental Expenses 556.60 407.92
580.03 420.66
Less: Closing Stock 43.26 23.43
536.77 397.23
SCHEDULE 17
MANUFACTURING EXPENSES
Freight and Handling expense on Clinker transfer 133.68 126.97
Consumption of Stores, Spare Parts, Components and Packing Materials 348.21 295.88
Power & Fuel Consumed 1,253.26 1,138.32
Hire Charges of Plant & Machinery and others 6.26 5.78
Repairs to Plant & Machinery 61.52 60.43
Repairs to Buildings 5.12 5.82
Repairs to Others 16.86 16.56
1,824.91 1,649.76
SCHEDULE 18
PAYMENTS TO AND PROVISIONS FOR EMPLOYEES
Salaries, Wages and Bonus 130.30 87.16
Contribution to and Provisions for Provident and other Funds 20.90 13.53
Compensation Expenses under ESOS 0.77 -
Welfare Expenses 19.58 16.53
171.55 117.22
SCHEDULE 19
SELLING, DISTRIBUTION, ADMINISTRATION AND OTHER EXPENSES
Commission paid to Distributors and Selling Agents 14.72 11.57
Cash Discount 57.52 37.35
Freight, Handling and other Expenses 969.26 882.65
Advertisement and Sales Promotions 101.52 74.88
Insurance 9.28 11.17
Rent (including Lease Rent) 13.26 9.67
Rates and Taxes 29.86 16.03
Stationery, Printing and Communication Expenses 9.90 8.68
Travelling and Conveyance 21.61 19.09
Legal and Professional Charges 16.23 15.51
Bad Debts and Advances Written off 1.79 0.76
Directors’ Fees 0.12 0.18
Power (other than related to Manufacturing Activity) 1.79 1.53
Loss on Sale of Fixed Assets (Net) 1.18 0.05
Contribution for Political Party (General Electoral Trust) 2.80 -
Miscellaneous Expenses 31.41 28.93
1,282.25 1,118.05
SCHEDULE 20
INTEREST
On Debentures and Fixed Loans 62.38 79.18
On other Loans 13.29 7.65
75.67 86.83
77
CMYK
SCHEDULES
SCHEDULE 21
ACCOUNTING POLICY AND NOTES ON ACCOUNTS
A Significant Accounting Policies:
1. Basis of Accounting:
The financial statements are prepared under the historical cost convention on an accrual basis and in
accordance with the applicable mandatory Accounting Standards.
2. Use of Estimates:
The preparation of financial statements in conformity with the generally accepted accounting principles
requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on
the date of financial statements and the reported amounts of revenues and expenses during the reported
period. Difference between the actual results and estimates are recognised in the period in which the results
are known or materialise.
3. Fixed Assets:
Fixed assets are stated at cost (including other expenses related to acquisition and installation) less accumulated
depreciation / amortisation.
4. Foreign Currency Transactions:
Foreign currency transactions are accounted for at the rate prevailing on the date of the transaction. Foreign
currency monetary assets and liabilities at the balance sheet date are restated at the year end rate. Premium
in respect of forward contracts is recognised over the life of the contracts. Exchange differences in case of
borrowed funds and liabilities in foreign currency for projects are adjusted to the cost of fixed assets, till the
commissioning of the project and thereafter recognised in the Profit and Loss Account. Any other exchange
difference is dealt with in the Profit and Loss account.
5. 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 settlement.
6. Treatment of Expenditure during Construction Period:
Expenditure during construction period is included under Capital Work-in-Progress and the same is allocated
to the respective Fixed Assets on the completion of its construction.
7. Investments:
Current investments are carried at lower of cost or fair value. Long term investments are stated at cost after
deducting provisions made for diminution other than temporary.
8. Inventories:
Inventories are valued at the lower of weighted average cost and net realisable value except waste / scrap
which is valued at net realisable value.
Finished goods and process stock include 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.
78
CMYK
SCHEDULES
SCHEDULE 21 (Contd.)
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:
i) Depreciation is provided on the straight-line basis at the rates prescribed in Schedule XIV to the Companies
Act, 1956 except for the following:
a) Motor Cars at 14.14 % per annum except for Motor Cars given to the employees.
b) Motor Cars given to the employees as per the Company’s Scheme is depreciated over the Scheme
period.
c) Personal Computers and Laptops given to the employees as per the Company’s Scheme at 31 %
per annum.
d) Roads, Culverts, Walls, Buildings etc. within factory premises are depreciated at 3.34 %.
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.
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 / deductions is calculated pro-rata from / to the month of addition / deduction.
11. Impairment of Assets:
The carrying amount 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 losses recognised for the asset no longer exists or has decreased.
12. Employee Benefits:
(i) Defined Contribution Plan
Contributions to defined contribution plans are recognised as expense in the Profit and Loss Account,
as they are incurred.
79
CMYK
SCHEDULES
SCHEDULE 21 (Contd.)
(ii) Defined Benefit Plan
The obligation in respect of defined benefit plans is determined using projected unit credit method,
with actuarial valuation at the end of each financial year. Actuarial gains/losses 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 Indian government securities as at the balance sheet date for
the estimated term of the obligations.
13. Borrowing Costs:
Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are
capitalised as part of the cost of such asset till such time as the asset is ready for its intended use.
A qualifying asset is an asset that necessarily requires 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. Provision for Current and Deferred Tax:
Provision for Current Tax is made on the basis of estimated taxable income for the current accounting
period and 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 a 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:
Sales Revenue is recognised on transfer of significant risks and rewards of ownership of the goods to the
buyer and stated net of sales tax. VAT, trade discounts and rebates but includes excise duty. Income from
services is recognised as they are rendered, based on agreement/arrangement with the concerned parties.
Dividend income on investments is accounted for when the right to receive the payment is established.
Interest income is recognised on time proportion basis. 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.
17. Provisions, Contingent Liabilities and Contingent Assets:
Provisions involving substantial degree of 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 outflow of resources. Contingent
Liabilities are not recognised but are disclosed, while 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. Value at the time
of grant of ESOS is considered as compensation expense and is amortised in the Profit and Loss account
over the period of vesting, adjusting for the actual and expected vesting.
80
CMYK
SCHEDULES
SCHEDULE 21 (Contd.)
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 51.30 80.51
(b) Excise duty 27.35 35.75
(c) Royalty on Limestone / Marl 43.27 43.48
(d) Customs 0.11 0.19
(e) Others 31.82 33.53
2. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of
advances) Rs. 491.32 crores (Previous year Rs. 1,749.10 crores).
3. (i) Derivative Instruments outstanding:
Derivatives for hedging currency and interest rates, outstanding as on March 31, 2008 are as under:
In Millions
Particulars Purpose Currency Current Previous Cross
Year Year Currency
A. Forward Contracts Exports USD 28.97 — Rupees
Buyers Credit USD 18.39 — Rupees
Capital Imports USD — 7.00 Rupees
Capital Imports Euro 9.41 5.70 USD
Buyers Credit JPY 1,845.28 — USD
B. Options (Derivatives) ECB Loan USD 40.00 40.00 Rupees
Buyers Credit JPY 2,506.25 — Rupees
Capital Imports Euro — 2.00 USD
(ii) Un-hedged Foreign Currency exposure:
In Millions
Type of Exposure Currency Current Previous Cross
Year Year Currency
ECB Loan USD 20.00 20.00 Rupees
Buyers Credit USD 24.44 — Rupees
4a) Secured Non-Convertible Debentures : Rs. in Crores
Previous
Year
i) Fixed Rate Non-Convertible Debentures (NCDs)
1. 8.25% NCDs (Redeemable at par on September 2, 2012) 65.00 65.00
2. 8.40% NCDs (Redeemable at par on July 22, 2007) — 45.00
3. 8.30% NCDs (Redeemable at par on September 2, 2012) 25.00 25.00
4. 8.09% NCDs (Redeemable at par on July 25, 2007) — 40.00
5. 6.00 % NCDs (Redeemable at par on March 12, 2009) 225.00 225.00
6. Step up interest NCDs (Redeemable at par on September 16, 2012) 25.00 25.00
7. 6.65% NCDs (Redeemable at par on April 30, 2013) 5.00 5.00
8. 5.78 % NCDs (Redeemable at par on May 11, 2009) 150.00 150.00
9. 6.25% NCDs (Redeemable at par on June 25, 2009) 150.00 150.00
10. 6.70% NCDs (Redeemable at par on June 16, 2008) 50.00 50.00
81
CMYK
SCHEDULES
SCHEDULE 21 (Contd.)
Rs. in Crores
Previous
Year
ii) Floating Rate Debentures
82
CMYK
SCHEDULES
SCHEDULE 21 (Contd.)
8. Auditors remuneration (excluding service tax) and expenses charged to the accounts:
Rs. in Crores
a) Statutory Auditors: 2007-08 2006-07
Audit fees 0.32 0.24
Tax audit fees 0.03 0.03
Fees for other services 0.21 0.14
Expenses reimbursed 0.01 0.02
b) Branch Auditors:
Audit fees 0.04 0.04
Fees for other services 0.01 —
Expenses reimbursed (Rs. 10,480, Previous Year Rs. 4,871) — —
c) Cost Auditors:
Audit fees 0.02 0.02
Expenses reimbursed (Rs. 7,645, Previous Year Rs. 7,495) — —
9. Managing Director’s Remuneration:
Rs. in Crores
2007-08 2006-07
Salary 3.93 2.97
Contribution to Provident Fund & Other Funds* 0.36 0.26
Perquisites 0.15 0.13
* Excluding Contribution to Gratuity Fund and provision for leave encashment, as separate figures
cannot be quantified.
10. Segment Reporting :
The Company has one business segment ‘Cement’ as its primary segment. The Company’s operations are
solely situated in India.
Rs. in Crores
Revenue 2007-08 2006-07
Sales:
Domestic 5,005.44 4,241.77
Export 503.78 668.75
Total 5,509.22 4,910.52
11. Disclosure of related parties / related party transactions:
a) List of related parties
Name of the Related Party Nature of Relationship
Grasim Industries Ltd. (Grasim) Holding Company
Sun God Trading & Investment Ltd. Fellow Subsidiary
Samruddhi Swastik Trading & Investment Ltd. (SSITL) Fellow Subsidiary
Shree Digvijay Cement Co. Ltd. (SDCCL) (upto 24.03.2008) Fellow Subsidiary
Harish Cement Ltd. (HCL) Fellow Subsidiary
Grasim Bhiwani Textiles Ltd. (GBTL) (w.e.f. 01.10.2007) Fellow Subsidiary
UltraTech Ceylinco (Pvt.) Ltd. (UCPL) Subsidiary
Dakshin Cements Ltd. (DCL) Wholly Owned Subsidiary
Key Management Personnel (KMP)
Mr S. Misra, Managing Director of the Company
83
CMYK
SCHEDULES
SCHEDULE 21 (Contd.)
b) Disclosure of related party transactions:
Rs. in Crores
84
CMYK
SCHEDULES
SCHEDULE 21 (Contd.)
12. Leases:
Operating Leases:
i) The Company has taken various plant and machinery under cancellable operating leases. These lease
agreement are generally renewed on expiry.
ii) (a) The Company has taken on non-cancellable operating leases certain assets, the future minimum
lease payments in respect of which, as at March 31, 2008 are as follows:
Rs. in Crores
Minimum Lease Payments Payable 2007-08 2006-07
i. Not later than 1 year 0.08 0.28
ii. Later than 1 year and not later than 5 years — 0.12
iii. Later than 5 years — —
Total Minimum Lease Payable 0.08 0.40
(b) The lease agreements provide for an option to the Company to renew the lease period at the end of
the non-cancellable period. There are no exceptional / restrictive covenants in the lease agreements.
iii) The rental expense in respect of operating leases was Rs. 0.21 crore (Previous Year Rs. 0.36 crore).
13. Deferred Tax Assets and Liabilities as on March 31, 2008 are as under: Rs. in Crores
Particulars Deferred Tax Deferred Tax
(assets)/liabilities Current Year (assets)/ liabilities
as at 01.04.2007 Charge/(Credit) as at 31.03.2008
Deferred Tax Assets:
Provision allowed under tax on payment basis (11.96) (1.64)* (13.60)
(11.96) (1.64) (13.60)
Deferred Tax Liabilities:
Accumulated Depreciation 564.47 (16.27) 548.20
Payments allowed under tax not
expensed in books 7.75 — 7.75
572.22 (16.27) 555.95
Net Deferred Tax Liability 560.26 (17.91) 542.35
*Out of Rs. 1.64 Crores Rs. 1.21 crores adjusted in General Reserve on account of transitional provision of
AS – 15 (Revised 2005)
14. The following expenses are included in the different heads of expenses in the Profit and Loss Account:
Rs. in Crores
2007-08 2006-07
Particulars Raw Power Total Raw Power Total
Materials & Fuel Materials & Fuel
Consumed Consumed Consumed Consumed
Stores and Spares Consumed 36.10 15.85 51.95 40.94 19.62 60.56
Royalty and Cess 94.26 — 94.26 84.04 — 84.04
85
CMYK
SCHEDULES
SCHEDULE 21 (Contd.)
15. Movement of provisions during the period as required by Accounting Standard - 29 “Provisions, Contingent
Liabilities and Contingent Asset” issued by the Institute of Chartered Accountants of India:
Mines Restoration Expenditure:
Rs. in Crores
2007-08 2006-07
Opening Balance 1.64 —
Expenditure in current year — —
Provision during the year 1.87 1.64
Closing Balance 3.51 1.64
16. Employee Benefits:
a) Defined Benefit Plans as per Actuarial Valuation on March 31, 2008:
Rs. in Crores
Post
Retirement
Gratuity Medical
(Funded) Pension Benefits
(i) Opening Balance of Present value of
Defined Benefit Obligation 22.35 0.80 0.57
Adjustment of:
Current Service Cost 2.24 — —
Interest Cost 1.80 0.06 0.04
Actuarial Loss / (Gain) 3.44 0.03 (Rs. 3,209)
Benefits Paid (2.42) (0.07) (0.04)
Past Service Cost 0.72 — —
Closing Balance of Present value of
Defined Benefit Obligation 28.12 0.82 0.58
(ii) Change in Fair Value of Assets
Opening Balance of Fair Value of Plan Assets 16.46 — —
Adjustment of:
Expected Return on Plan Assets 2.01 — —
Contribution by the employer / participants 6.14 0.07 0.04
Benefits Paid (2.42) (0.07) (0.04)
Amount lying with the Company 0.47 — —
Closing Balance of Fair Value of Plan Assets 22.66 — —
(iii) Net Asset / (Liability) recognised in the Balance Sheet
Present value of Defined Benefit Obligation (28.12) (0.82) (0.58)
Fair Value of Plan Asset 22.66 — —
Net Asset / (Liability) in the Balance Sheet (5.46) (0.82) (0.58)
(iv) Expenses recognised in the Profit and
Loss Account
Current Service Cost 2.24 — —
Interest Cost 1.80 0.06 0.04
Expected Return on Plan Assets (2.01) — —
Actuarial (Gain) / Loss 3.44 0.03 (Rs. 3,209)
Total Expenses 5.46 0.09 0.04
(v) The major categories of plan assets as a percentage
of total plan
Insurer Managed Funds 100% N.A. N.A.
86
CMYK
SCHEDULES
SCHEDULE 21 (Contd.)
Rs. in Crores
Post
Retirement
Gratuity Medical
(Funded) Pension Benefits
(vi) Actuarial Assumptions:
Discount Rate 8.00% 7.70% 7.70%
Turnover Rate 1% - 3% — —
Published rates PA (90) PA (90)
Mortality of LIC 94-96 Annuity Annuity
rates down rates down
by 4 years by 4 years
Salary Escalation Rate 6% — —
Retirement age Staff- 60 Yrs 60 Yrs
Workers – 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.
(b) Change in Accounting Policy:
During the year, the Company has decided to adopt Accounting Standard (AS) 15 (Revised 2005)
“Employee Benefits”, issued by the Institute of Chartered Accountants of India. Accordingly the Company
has adjusted Rs. 2.35 crores (net of deferred tax liability of Rs. 1.21 crores) against the General
Reserve in accordance with transitional provision of the said standard.
(c) 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. 9.64 crores.
(d) Amount recognised as an expense in respect of Compensated Leave Absences is Rs. 5.44 crores.
17. Capital work-in-progress includes:
Rs. in Crores
2007-08 2006-07
Pre-operative expenses pending allocation:
Stores & Spares Consumed 0.29 0.33
Power & Fuel Consumed 0.53 0.63
Salary, Wages, Bonus, Exgratia and Provisions 3.14 1.05
Insurance 0.47 0.15
Exchange Gain (1.22) (2.95)
Depreciation 0.08 0.02
Interest 15.85 0.80
Misc. Expenses 9.76 6.10
Total Pre-operative expenses 28.90 6.13
Less: Income 0.36 —
Add: B/f From Previous Year 6.64 0.51
Total 35.18 6.64
87
CMYK
SCHEDULES
SCHEDULE 21 (Contd.)
18. Under the Employees Stock Options Scheme - 2006 (ESOS -2006), the Company has granted 168,070
options to its eligible employees in two tranches, the details are as follows:
(A) Employees Stock Option Scheme :
Particulars Tranche I Tranche II
2007-08
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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 2007-08
Net Profit (As Reported) 1,007.61
Add: Compensation Expenses under ESOS included in the Net Profit 0.77
Less: Compensation Expenses under ESOS as per Fair Value (1.84)
Net Profit (Fair value basis) 1006.54
20. 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.
21. Previous year’s figures have been regrouped and rearranged wherever necessary to conform to this year’s
classification.
22. 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.
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SCHEDULES
SCHEDULE 22
ADDITIONAL INFORMATION UNDER PART II OF SCHEDULE VI TO THE COMPANIES ACT, 1956
1. CAPACITIES AND PRODUCTION:
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.
** Excludes Clinker not converted into Cement Production
2. TURNOVER:
3. INVENTORY:
As at 31.03.2008 As at 31.03.2007
Product Unit Quantity Value Quantity Value
Rs. in Crores Rs. in Crores
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SCHEDULES
SCHEDULE 22 (Contd.)
b) Purchase of Finished Goods:
2007-08 2006-07
Class of goods Unit Quantity Value Quantity Value
Rs. in Crores Rs. in Crores
Cement Lakh tonnes 0.43 13.64 5.58 182.38
Others — 0.04 — 0.05
Total 13.68 182.43
d) Value of imported and indigenous raw materials, stores and spare parts consumed:
2007-08 2006-07
Value % Value %
Rs. in Crores Rs. in Crores
Raw materials:
Imported 8.26 1.5 9.57 2.4
Indigenous 528.51 98.5 387.66 97.6
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SCHEDULES
SCHEDULE 22 (Contd.)
6. EARNINGS IN FOREIGN EXCHANGE:
Rs. in Crores
2007-08 2006-07
Export of goods {Including Rs. 476.94 crores 503.78 668.75
(Rs. 639.73 crores) on FOB basis}
Professional fees 0.06 1.01
Other receipts 17.22 3.74
Final Dividend
on Equity — — — 3,781 11,142,104 Rs. 1.95 crores
Interim Dividend
on Equity — — — 3,677 12,780,845 Rs. 5.11 crores
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STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES
Name of the Subsidiary Company Dakshin UltraTech
Cements Ceylinco
Limited (Pvt.) Limited
1 Financial year of the subsidiary company ended on March 31, 2008 March 31, 2008
2 Holding Company’s Interest
a) Number of Shares fully paid 50,000 40,000,000
b) Extent of holding 100% 80%
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APPLICATION OF FUNDS
Fixed Assets
Gross Block 5 4,997.21 4,810.81
Less: Depreciation 2,479.48 2,274.16
Net Block 2,517.73 2,536.65
Capital Work-in-Progress 2,283.41 697.19
4,801.14 3,233.84
Goodwill 7.75 9.10
Investments 6 146.66 459.21
Current Assets, Loans and Advances
Inventories 7 619.65 441.19
Sundry Debtors 8 202.63 173.89
Cash and Bank Balances 9 114.30 100.11
Loans and Advances 10 382.97 254.26
1,319.55 969.45
Less:
Current Liabilities and Provisions
Current Liabilities 11 1,154.55 738.80
Provisions 12 126.35 18.57
1,280.90 757.37
Net Current Assets 38.65 212.08
TOTAL 4,994.20 3,914.23
Accounting Policies and Notes on Accounts 21
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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 200 8
Rs. in Crores
Previous
Schedules Year
INCOME
Gross Sales 6,400.84 5,541.91
Less: Excise Duty 777.02 573.52
Net Sales 5,623.82 4,968.39
Interest & Dividend Income 13 36.32 27.01
Other Income 14 63.47 32.21
Increase / (Decrease) in Stocks 15 26.50 (30.38)
5,750.11 4,997.23
EXPENDITURE
Raw Materials Consumed 16 622.72 427.24
Manufacturing Expenses 17 1,836.24 1,658.75
Purchase of Finished Products 13.68 182.43
Payments to and Provisions for Employees 18 174.50 118.99
Selling, Distribution, Administration and
Other Expenses 19 1,285.76 1,123.51
Interest 20 75.67 86.83
Depreciation and Obsolesence 238.27 227.31
Amortisation of Goodwill on Consolidation 1.35 1.35
4,248.19 3,826.41
Less: Self Consumption of Cement {Net of Excise
Duty Rs. 5.13 Crores. (Previous Year Rs. 1.14 Crores)} (13.37) (4.52)
4,234.82 3,821.89
Profit Before Tax Expenses 1,515.29 1,175.34
Provision for Current Tax 513.30 399.42
Deferred Tax (15.39) (15.35)
Provision for Fringe Benefit Tax 5.87 4.61
Profit After Tax 1,011.51 786.66
Minority Interest 1.46 1.75
Profit After Minority Interest 1,010.05 784.91
Balance brought forward from Previous Year 796.81 199.59
Profit Available for Appropriation 1,806.86 984.50
Appropriations
Interim Dividend - 49.79
Proposed Dividend 62.24 -
Corporate Dividend Tax 10.58 6.98
Debenture Redemption Reserve (8.17) 30.92
General Reserve 120.00 100.00
Balance carried to Balance Sheet 1622.21 796.81
1806.86 984.50
Basic Earnings Per Equity Share (in Rs.) {See Note B 13(A)} 81.14 63.05
Diluted Earnings Per Equity Share (in Rs.) {See Note B 13(B)} 81.11 63.05
Accounting Policies and Notes to Account 21
In terms of our report attached. KUMAR MANGALAM BIRLA
Chairman
For DELOITTE HASKINS & SELLS For G. P. KAPADIA & CO. S. MISRA R. C. BHARGAVA
Chartered Accountants Chartered Accountants Managing Director G. M. DAVE
Y. M. DEOSTHALEE
N. J. JHAVERI
B. P. SHROFF ATUL B. DESAI K. C. BIRLA DR. S. MISRA
Partner Partner Sr. Executive President & CFO V. T. MOORTHY
S. RAJGOPAL
D. D. RATHI
S. K. CHATTERJEE Directors
Mumbai, April 22, 2008 Company Secretary
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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 200 8
Rs. in Crores
March 31, 2008 March 31, 2007
A Cash Flow from Operating Activities:
Profit before tax 1,515.29 1,175.34
Adjustments for:
Depreciation and Obsolescence 238.27 227.31
Amortisation of Goodwill on Consolidation 1.35 1.35
Employees Compensation Expenses under ESOS 0.77 -
Provision for Doubtful Debts and Advances / (Written back) 0.20 -
Bad Debts Written-off 1.79 0.76
Provision for Retirement benefits 7.43 4.71
Provision for Mines Restoration 1.87 1.64
Interest & Dividend Income (36.32) (27.01)
Interest Expense 75.67 86.83
Unrealised Foreign Exchange (Gain)/Loss (8.97) (2.73)
(Profit)/Loss on Sale of Fixed Assets 1.18 -
Profit on Sale of Investment (1.28) (0.26)
Operating Profit Before Working Capital Changes 1,797.25 1,467.94
Adjustments for:
(Increase)/decrease in Inventories (178.46) (54.40)
(Increase)/decrease in Sundry Debtors (30.73) (12.60)
(Increase)/decrease in Loans and Advances (139.03) (81.65)
Increase/(decrease) in Trade Payables and other Liabilities 415.59 222.48
Cash Generated From Operations 1,864.62 1,541.77
Taxes paid (483.74) (421.01)
Net Cash from Operating Activities (A) 1,380.88 1,120.76
B Cash Flow from Investing Activities:
Purchase of Fixed Assets (1,799.13) (765.23)
Sale of Fixed Assets 7.07 2.39
(Increase)/decrease in Current Investments 312.34 (311.00)
Profit on Sale of Investments 1.28 0.26
Interest and Dividend Received 36.53 26.95
Net Cash used in Investing Activities (B) (1,441.91) (1,046.63)
C Cash Flow from Financing Activities:
Repayment of Long Term Borrowings (285.00) (76.00)
Proceeds from Long Term Borrowings 161.55 200.43
Proceeds of Short Term Borrowings (Net) 290.11 6.60
Interest paid (89.03) (89.21)
Dividend Paid (0.77) (72.37)
Corporate dividend tax - (10.04)
Net Cash Generated / (Used) in Financing Activities (C) 76.86 (40.59)
Net increase in cash and cash equivalents (A + B + C) 15.83 33.54
Cash and Cash Equivalents at the Beginning of the Year 100.11 68.39
Effect of exchange rate on consolidation of Foreign Subsidiary (1.64) (1.82)
Cash and Cash Equivalents at the End of the Year 114.30 100.11
Notes:
1. Cash flow statement has been prepared under the indirect method as set out in Accounting Standard - 3 issued by the
Institute of Chartered Accountants of India.
2. Purchase of fixed assets includes movements of capital work-in-progress between the beginning and the end of the year.
3. Cash and cash equivalents represent cash and bank balances.
4. Previous year’s figures regrouped / recasted wherever necessary.
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* Exchange Variation Reserve has been created for Exchange Variation loss in Opening Equity Share Capital
and Reserve & Surplus of UltraTech Ceylinco (Pvt.) Ltd.
**Adjustment on account of transitional provision of AS 15 (Revised).
SCHEDULE 3
SECURED LOANS
Non-Convertible Debentures 759.32 943.40
Loans from Banks:
Cash Credits / Working Capital Borrowings from Banks Secured by
Hypothecation of Stocks and Book Debts 143.10 20.91
Term Loans 80.24 186.94
982.66 1,151.25
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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
31.03.07 Adjustments 31.03.08 31.03.07 year Adjustments 31.03.08 31.03.08 31.03.07
Freehold Land 75.01 8.20 — 83.21 — — — — 83.21 75.01
Leasehold Land 20.07 0.59 0.10 20.56 5.97 0.63 0.03 6.57 13.99 14.10
Buildings 485.67 25.60 0.92 510.35 152.93 14.22 0.48 166.67 343.68 332.74
Railway Sidings 159.66 — — 159.66 67.40 7.48 — 74.88 84.78 92.26
Plant & Machinery 3,898.81 171.48 35.88 4,034.41 1,927.32 199.21 21.77 2,104.76 1,929.65 1,971.49
Furniture & Fixtures 83.56 16.74 2.48 97.82 47.67 6.81 1.96 52.52 45.30 35.89
Jetty 76.63 — — 76.63 66.83 0.96 — 67.79 8.84 9.80
Vehicles 11.40 5.08 1.91 14.57 6.04 1.47 1.22 6.29 8.28 5.36
4,810.81 227.69 41.29 4,997.21 2,274.16 230.78 25.46 2,479.48 2,517.73 2,536.65
Previous year 4,633.75 207.08 30.02 4,810.81 2,074.46 220.63 20.93 2,274.16
Add: Capital Work-in-Progress {includes advances of Rs. 388.75 Crores (Previous Year Rs. 346.12 Crores)} 2,283.41 697.19
4,801.14 3,233.84
SCHEDULE 6
LONG TERM (TRADE)
Government and Trust Securities -Unquoted — —
(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 Nil) 20.00 —
CURRENT - Unquoted (Other Investments)
Investment in Debt Schemes of Various Mutual Funds 126.66 459.21
146.66 459.21
Note: No. of Units of Various Mutual Funds - Debt Schemes purchased and redeemed during the year
6,289,564,035.
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SCHEDULE 12
PROVISIONS
Retirement Benefits 27.92 16.93
Provision for Mines Restoration 3.51 1.64
Provision for Tax (Net of Advance Tax) 22.10 -
Proposed Dividend 62.24 -
Corporate Dividend Tax 10.58 -
126.35 18.57
SCHEDULE 13
INTEREST & DIVIDEND INCOME
Interest (Gross) on others 7.57 3.89
(Tax Deducted at Source Rs. 0.57 Crore, Previous Year Rs. 0.47 Crore)
Dividend from Current Investments 28.75 23.12
36.32 27.01
SCHEDULE 14
OTHER INCOME
Lease Rent 0.68 1.28
Profit on Sale of Current Investments (Net) 1.28 0.26
Insurance Claim 0.26 0.36
Exchange Rate Difference (Net) 11.89 3.19
Miscellaneous Income / receipts 49.36 27.12
63.47 32.21
SCHEDULE 15
INCREASE / (DECREASE) IN STOCKS
Closing Stock
Work-in-progress 102.35 75.60
Finished Goods 60.99 64.45
163.34 140.05
Opening stock
Work-in-progress 75.60 105.97
Finished Goods 64.45 62.68
140.05 168.65
Add: Increase / (Decrease) in Excise Duty on Stocks 3.21 (1.78)
Increase / (Decrease) in Stocks 26.50 (30.38)
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104
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105
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(b) The financial statements of the parent company and its subsidiaries have been consolidated on a line-
by-line basis by adding together the book values of like items of assets, liabilities, income and expenses,
after eliminating intra-group balances and the unrealised profits / losses on intra-group transactions and
are presented to the extent possible, in the same manner as the Company’s separate financial statements.
2. Notes on Accounts of the financial statements of the Company and all the subsidiaries 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 in a subsidiary is amortised in equal amounts 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. 1.35 crores (Previous year Rs. 1.35 crores) was amortised from goodwill.
4. Reserves shown in the consolidated balance sheet represents the Group’s share in the respective reserves of
the Group companies.
5. Contingent Liabilities not provided for in respect of:
Rs. in Crores
Previous
Year
Claims not acknowledged as debts in respect of matters in appeals
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7. Segment reporting:
The Group has one business segment ‘cement’ as primary segment. The secondary segment is geographical,
which is as under:
Rs. in Crores
2007-08 2006-07
Revenue
Net Sales:
In India 5,005.43 4,241.77
Outside India 618.39 726.62
Total 5,623.82 4,968.39
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1. Debtors — — — — —
(0.27) — (Rs.6,305) — (0.27)
2. Loans & Advances 0.51 0.09 — 0.50 1.10
— (0.09) (Rs.1,276) (0.50) (0.59)
3. Other Liabilities & Creditors 1.07 — — — 1.07
(0.36) — — — (0.36)
Figures in brackets are pertaining to previous year.
9. Leases:
Operating Leases:
i) The Company has taken various plant and machinery under cancellable operating leases. These lease
agreement are generally renewed on expiry.
ii) (a) The Company has taken on non-cancellable operating leases certain assets, the future minimum
lease payments in respect of which, as at March 31, 2008 are as follows:
Rs. in Crores
2007-08 2006-07
Minimum Lease Payments Payable
i. not later than 1 year 0.08 0.28
ii. later than 1 year and not later than 5 years — 0.12
iii. later than 5 years — —
Total Minimum Lease Payments 0.08 0.40
(b) The lease agreements provide for an option to the Company to renew the lease period at the
end of the non-cancellable period. There are no exceptional / restrictive covenants in the lease
agreements.
iii) The rental expense in respect of operating leases was Rs. 0.21 crore (Previous year Rs. 0.36 crore).
10. Deferred Tax Assets and Liabilities as on March 31, 2008 are as under:
Rs. in Crores
Particulars Deferred Tax Current Year Deferred Tax
(assets)/ Charge/ (assets)/
liabilities as at (Credit) liabilities as at
01.04.2007 31.03.2008
Deferred Tax Assets:
Provision allowed under tax on payment basis (11.96) (1.64)* (13.60)
Unabsorbed Losses (4.12) 1.88 (2.24)
(16.08) 0.24 (15.84)
Deferred Tax Liabilities:
Accumulated Depreciation 570.46 (16.94) 553.52
Payments allowed under tax not expensed in books 7.71 (0.01) 7.70
578.17 (16.95) 561.22
Net Deferred Tax Liability 562.09 (16.71) 545.38
*Out of Rs. 1.64 crores, Rs. 1.21 crores adjusted in General Reserve on account of transitional provision of
AS – 15 (Revised 2005)
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14. Movement of provisions during the period as required by Accounting Standard - 29 “Provisions, Contingent
Liabilities, and Contingent Asset” issued by the Institute of Chartered Accountants of India:
Mines Restoration Expenditure:
Rs. in Crores
2007-08 2006-07
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16. Figures pertaining to the subsidiary companies have been reclassified wherever necessary to bring them in
line with the Company’s financial statements.
17. Previous year’s figures have been regrouped and rearranged wherever necessary to confirm to this year’s
classification.
R. C. BHARGAVA
G. M. DAVE
Y. M. DEOSTHALEE
K. C. BIRLA N. J. JHAVERI
Sr. Executive President & CFO DR. S. MISRA
V. T. MOORTHY
S. RAJGOPAL
D. D. RATHI
S. K. CHATTERJEE Directors
Company Secretary
Mumbai, April 22, 2008
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}
a going concern basis. K. C. BIRLA
O. P. PURANMALKA Directors
AUDITORS’ REPORT M. R. PRASANNA
There are no adverse comments, observation or
reservation in the Auditors’ Report on the Annual Place: Mumbai
Accounts of your Company. Date: 14th April, 2008
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I. SOURCES OF FUNDS:
Shareholders’ Funds
Loan Funds – –
500,000 500,000
Fixed Assets 2
Gross block – –
Less : Depreciation – –
Net block – –
Captial Work in progress – –
Incidental Expenditure pending
allocation / capitalisation 1,758,047 1,758,047 1,554,969 1,554,969
Miscellaneous Expenditure
(to the extent not written off or adjusted) 37,394 37,394
500,000 500,000
Notes on Accounts 5
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DIRECTORATE
The names of the Director of the company as at date are 28th April, 2008
given under Corporate Information. There have been no
change in the directorate during the year under review. Colombo
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Non-Current Assets
Leasehold Land 7 27,542,552 10,198,497 28,724,351 11,361,670
Property, Plant & Equipment 8 440,889,326 163,253,159 462,978,101 183,127,008
Deffered Tax Asset 15 61,825,700 22,892,913 104,939,371 41,507,866
530,257,578 196,344,569 596,641,823 235,996,544
Current Assets
Inventories 9 292,404,726 108,272,059 234,903,215 92,913,947
Trade Receivables 10 66,779,214 24,727,107 235,579,071 93,181,276
Other Receivables 11 120,411,546 44,586,167 39,409,610 15,588,131
Prepayment and Advances 54,713,534 20,259,408 8,088,492 3,199,334
Cash and Cash Equivalents 12 367,049,242 135,911,542 265,402,633 104,977,729
Equity
Share Capital 13 500,000,000 185,140,748 500,000,000 197,770,701
Retained Earnings 275,566,541 102,037,189 169,990,236 67,238,176
Non-Current Liabilities
Retiring Benefit Obligations 14 3,527,386 1,306,126 2,566,754 1,015,257
Deferred Tax Liability 15 143,725,670 53,218,956 151,111,666 59,770,920
Current Liabilities
Trade Payables 16 456,298,611 168,958,932 486,291,532 192,348,434
Other Payables 17 13,647,799 5,053,527 38,882,495 15,379,636
Income Tax Payables 17,945,286 6,644,807 26,879,771 10,632,062
Accrued Expenses 20,904,547 7,740,567 4,302,390 1,701,775
The figures in INR is converted at the rate of 2.70065 =108.35/40.12 2.5282 = 109.9/43.47
The Directors are responsible for the preparation and presentation of these Financial Statement.
The Accounting Policies and Notes annexed form an integral part of the Financial Statement.
K.C.Birla
A.R.Gunawardena } Directors
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The figures in INR is converted at the rate of 2.6109 =((108.35+109.9)/2)/((40.12+43.47)/2) 2.415848 = ((109.9+102.9)/2)/((44.615+43.47)/2)
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Adjustment for
Provision for bad and doubtful debts 5,464,519 2,023,410 (2,070,323) (856,976)
Gain / (loss) on disposal of property, plant and equipment 110,735 42,412 (771,292) (319,263)
Operating profit before working capital changes 315,311,558 110,772,817 342,897,049 141,673,269
(Increase) / decrease in trade and other receivables 35,708,360 13,222,144 (80,082,137) (38,237,167)
Increase / (decrease) in trade and other payables (38,625,460) (14,302,292) 46,274,860 6,360,481
Net cash flow from operating activities 63,306,519 16,188,051 102,893,783 33,751,548
Purchase and construction of property, plant & equipment (6,199,202) (2,295,450) (8,422,301) (2,496,629)
Proceeds on disposal of property, plant and equipment 1,367,059 506,197 771,292 319,263
Net cash flow from investing activities 38,340,091 14,745,762 10,116,864 5,177,348
Net increase / (decrease) in cash & cash equivalent 101,646,610 30,933,813 113,010,649 38,928,896
Cash & cash equivalents at the beginning of the year 265,402,632 104,977,729 152,391,983 66,048,833
Cash & cash equivalents at the end of the year 367,049,242 135,911,542 265,402,632 104,977,729
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Cost
Balance as at 31-03-2007 37,574,084 490,596,770 3,730,401 2,039,822 5,712,322 71,748,890 1,167,013 1,523,884 4,601,668 2,390,195 621,085,048
Additions during the year - 50,050 44,189 160,433 5,602,281 183,950 - 83,573 - - 6,124,476
Disposals during the year - (1,122,175) - - - - - - - (463,400) (1,585,575)
Balance as at 31-03-2008 37,574,084 489,524,645 3,774,590 2,200,255 11,314,603 71,932,840 1,167,013 1,607,457 4,601,668 1,926,795 625,623,949
Depreciation
Balance as at 31-03-2007 9,288,775 122,410,801 2,301,346 2,009,484 3,407,844 17,939,641 338,435 1,360,403 649,882 510,710 160,217,321
Additions during the year 1,502,963 19,610,010 386,539 37,390 1,421,797 2,875,474 46,681 70,580 657,381 201,368 26,810,183
Disposals during the year - (41,168) - - - - - - - (66,613) (107,781)
Balance as at 31-03-2008 10,791,738 141,979,643 2,687,885 2,046,874 4,829,641 20,815,115 385,116 1,430,983 1,307,263 645,465 186,919,723
440,889,326
As at 31-03-2007 28,285,310 368,185,968 1,429,055 30,338 2,304,478 53,809,249 828,578 163,481 3,951,786 1,879,485 460,867,728
Capital work in progress 2,110,373
462,978,101
Depreciation
Balance as at 31-03-2007 3,439,461 45,326,454 852,146 744,075 1,261,862 6,642,717 125,316 503,732 240,639 189,106 59,325,509
Additions during the year 556,519 7,261,224 143,128 13,845 526,465 1,064,735 17,285 26,134 243,416 74,563 9,927,315
Disposals during the year - (15,244) - - - - - - - (24,666) (39,909)
Balance as at 31-03-2008 3,995,981 52,572,434 995,274 757,920 1,788,327 7,707,452 142,601 529,867 484,055 239,004 69,212,915
As at 31-03-2007 11,188,010 145,632,793 565,251 12,000 911,517 21,283,786 327,738 64,664 1,563,095 743,414 182,292,268
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The Company has a related party relationship with its Parent Company UltraTech Cement Limited, Affiliate Companies and with its Directors.
18.2 The Company’s transactions with its related Companies are as follows
31.03.2008 31.03.2007
20 CONTINGENT LIABILITIES
There are no contingent liabilities as at the balance sheet date which require adjustments or disclosure in the accounts
ACCOUNTING POLICIES
1. CORPORATE INFORMATION Accordingly, UltraTech Cement Ltd incorporated in India is
the Ultimate Parent Company.
• Domicile and Legal Form
• Number of Employees
Larsen and Toubro Ceylinco (Pvt) Ltd was incorporated on 2nd
August, 1997 as a Private limited liability Company and Number of employees as at the end of the period - 74
domiciled in Sri Lanka. Consequence to the change in the major (2007-77)
shareholder of the Company, the Company was renamed as 1.1 Statement of Compliance
UltraTech Ceylinco (Pvt) Ltd on 11th March, 2005.
• Principal Business Activities The Financial statements have been prepared in accordance
with the accounting standards issued by the Institute of
The Company imports naked cement and markets it in Chartered Accountant of Sri Lanka (ICASL), and the
Sri Lanka in 50kg bags and in bulk form. requirements of the Companies Act No. 17 of 1982.
• The Name of the Parent Enterprise and the Ultimate Parent 1.2 Basis of Preparation
Enterprise The financial statements are presented in Sri Lankan Rupees
The shareholding of the Company at the Balance Sheet date is and prepared on the historical cost basis. The Accounting
as follows. Policies are consistent with those used in the previous year.
UltraTech Cement Limited 80% 1.3 Foreign Currency Transactions
Ceylinco Insurance Company Limited 18% Transactions in foreign currencies are translated to rupees at
Ceylinco International Trading Limited 2% the foreign exchange ruling at the date of the transaction.
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