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Directors Report of India Cements Ltd.

Mar 31, 2017

The Directors have pleasure in presenting their Seventy-first Annual Report together with audited accounts for the year ended 31st March 2017.

Rs. in Crore

For the year ended 31st March

2017

2016

FINANCIAL RESULTS

Profit before Interest, Depreciation & Exceptional Items

877.54

797.60

Less : Finance costs

360.46

382.50

Less : Depreciation / Amortization

257.06

219.46

Less : Exceptional Items

-

3.20

Profit Before Tax

260.02

192.44

Current Tax

53.71

60.36

MAT credit entitlement

(53.71)

(27.11)

Deferred Tax

86.67

29.24

Profit After Tax

173.35

129.95

Other comprehensive income (net)

(5.47)

-

Total comprehensive income

167.88

129.95

Add : Surplus brought forward from last year

868.56

778.61

Less : Dividend on Equity Capital (including Dividend Distribution Tax) paid during the year

36.97

-

Less : Transfer to General Reserve

60.00

40.00

Surplus carried forward

939.47

868.56

The Hon''ble National Company Law Tribunal (NCLT), Division Bench, Chennai, has, vide its Orders dated April 13, 2017 and April 20, 2017 sanctioned the Scheme of Amalgamation and Arrangement between Trinetra Cement Limited (TCL) (First Transferor Company) and Trishul Concrete Products Limited (TCPL) (Second Transferor Company) with The India Cements Limited (Transferee Company) and their respective shareholders, subject to the directions given by the Hon''ble High Court of Madras on 31.01.2017 in C.PNo.171 of 2015. The said Orders were filed with the Registrar of Companies, Tamil Nadu, Chennai, on 28.04.2017 and accordingly, the Scheme became effective from the appointed date i.e. 01.01.2014.

The aforesaid results for 2016-17 include financials of the TCL and TCPL, which stands amalgamated with your Company and are therefore not strictly comparable with those of the previous year.

Ind AS

As per Ministry of Corporate Affairs (MCA) notification dated 16.02.2015, the Indian Accounting Standards (Ind AS) are mandatory for the Company for the Financial year commencing 01.04.2016. Accordingly the Company has adopted Ind AS from 01.04.2016 and the financial statements for the year ended 31.03.2017 are prepared in accordance with the principles laid down in the said Ind AS. The financial statements for the corresponding year ended 31st March, 2016 is restated under Ind AS.

DIVIDEND

The Board of Directors has recommended a dividend of Re.1 per Equity Share of Rs.10/- each on 30,81,53,074 Equity Shares of Rs.10/- each for the year ended 31st March, 2017, including on 9,74,417 equity shares of Rs.10/- each issued for allotment to the shareholders of TCL and TCPL and proportionate dividend on 1,317 Equity shares having calls in arrears. The proposed dividend, on approval by the Shareholders at the ensuing Annual General Meeting will be met out of surplus in the Statement of Profit and Loss in the Balance Sheet.

SHARE CAPITAL

The authorized share capital of the Company has gone up to Rs.1419.81 Crores from Rs.535 Crores in terms of the approved Scheme of Amalgamation referred to earlier in the report. The paid-up equity share capital has further increased to 30,81,53,074 shares of Rs.10/- each in April 2017, on issue of 9,74,417 equity shares of Rs.10/- each to the shareholders of TCL and TCPL in terms of the said Scheme of Amalgamation as sanctioned by the Hon''ble National Company Law Tribunal, Division Bench, Chennai.

EMPLOYEES STOCK OPTION SCHEME

The Compensation Committee at its meeting held on 15th March, 2017 approved the ‘Employees Stock Option Scheme, 2016’ (Scheme) and granted 18.35 lakh stock options to certain eligible employees of the Company, effective from 01.04.2017. In terms of this Scheme, options granted to employees will vest on 1st April 2018. Each option on such vesting can be exercised by applying for an equity share of Rs.10/- each fully paid-up for a sum of Rs.50/- (inclusive of premium of Rs.40/-) on or before 1st April, 2019 in not more than two tranches.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.60 crores to the General Reserve and to retain Rs.939 crores as surplus in the Profit and Loss Account.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR) Regulations, 2015) a Management Discussion and Analysis Report is given in Annexure ''B''.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of SEBI (LODR) Regulations, 2015, a report on Corporate Governance along with Auditors'' Certificate confirming its compliance is included as part of the Annual Report and is given in Annexure ''C'' and Annexure ''D'' respectively. Further a declaration on Code of Conduct signed by the Vice Chairman & Managing Director in his capacity as Chief Executive Officer of the Company is given in Annexure ''E''.

BUSINESS RESPONSIBILITY REPORT (BRR)

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, a Business Responsibility Report is given in Annexure ''F''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A report on CSR activities of the Company during 2016-17 is given in Annexure ''G''.

LICENCES & RECOGNITIONS

The Company''s Vishnupuram plant has been granted license by American Petroleum Institute (API), USA, to use the official API Monogram on manufactured products and in accordance with the provisions of the License Agreement, the API Monogram shall be used in conjunction with the Certificate Number: 10A-0138.

The Company''s Banswara plant has obtained the license for Environment Management Systems Certification (IS/ISO14001:2015) and Quality Management System Certification (IS/ISO 9001:2015) and Occupational Health Management System Certification IS18001:2007 valid for 3 years.

The Company''s Chilamkur plant has been honoured by the Andhra Pradesh State Government with Best Management Award for Congenial and Cordial Industrial Relations and putting in extraordinary efforts for the welfare of labour and CSR activities.

The company''s in-house magazine "Compass" earned Certificate of Merit in the in-house magazine competition held in Mumbai and continues to remain among the top 100 meritorious magazines.

OPERATIONS

The performance of the company for the year has been discussed in detail in the Management Discussions and Analysis section. The industry which has created capacity well ahead of demand reeled under pressure with practically nil growth during the year following a meagre growth in the previous year as per the information published by Department of Industrial Policy and Promotion (DIPP). The production during the year according to the report was 280 million tons against the capacity of over 375 million tons resulting in an average capacity utilization of around 75%. According to DIPP reports, while the industry had witnessed a growth of over 5% in the first half of the fiscal, overall for the year was a negative growth of 1.2% caused partially by demonetization exercise done in November 2016.

The industry in north, central and western regions clocked a capacity utilization of over 80% while the industry in south could operate only at around 60%. With this backdrop, the performance of the company can be considered to be satisfactory with a capacity utilization of around 70% for the year. As mentioned elsewhere, the current year figures of operations and financial performance includes that of the merged entities of Trinetra Cement Limited and Trishul Concrete Products Limited and hence they are not strictly comparable with that of previous year. The sales volume for the year under review including clinker was at 11.04 million tons and the total revenue for the year was at Rs.5794 crores. With the softening of the international price of coal and with higher usage of cost effective petcoke in the fuel mix and with improved clinker to cement ratio, the EBIDTA for the year net was Rs.877.54 crores. The interest charges were at Rs.360.46 crores while the depreciation was at Rs.257.06 crores resulting in profit before tax of Rs.260.02 crores. The tax expenses for the year was Rs.86.67 crores. The profit after tax was at Rs.173.35 crores. The other comprehensive income for the year was (Rs.5.47 crores) net and overall comprehensive income was Rs.167.88 crores for the year. Given the poor demand for cement and the negative growth in consumption, the performance can be considered to be satisfactory.

The shipping division continued to operate its ship mainly in coastal movement of cargo. The total earnings of the division during the year was at Rs.13.98 crores. With the construction sector taking a hit during the year and with negative growth in cement demand, the operations of the RMC division was also subdued with a sale of 2.56 lakh cu.m. of concrete during the year as against 2.54 lakh cu.m. achieved in the previous year. The total revenue generated was at Rs.101 crores as compared to Rs.102 crores achieved in the previous year.

EXPANSION / MODERNISATION

The Company has already obtained approvals from the environmental authorities for installing new energy efficient cement grinding facility at Sankarnagar replacing some of the old cement mills. The Company has also got approval from the authorities for enhancing capacity of Sankari and Dalavoi plants in Tamil Nadu. The Company has also initiated steps for obtaining necessary approval for enhancing the capacities of one of its plants in Andhra Pradesh and that of one of its grinding units.

CHENNAI SUPER KINGS CRICKET LIMITED (CSKCL)

The Company was informed that CSKCL had sought the permission of BCCI, for the distribution of its shares by India Cements Shareholders Trust to the non-promoter shareholders of India Cements and India Cements Ex-Cricketers Trust. The Company has also been informed that the approval of BCCI is awaited.

SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rules, the Audited Consolidated Financial Statement of the Company and of all the Subsidiary and Associate Companies is enclosed. A separate statement containing the salient features of the audited financial statement of all the Subsidiary and Associate Companies is also enclosed in Form AOC-1, (Annexure ''H'') as prescribed under the Companies Act, 2013 and the Rules made there under.

POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES

The India Cements Limited has, as on date, 9 subsidiaries controlled through shareholdings in such Companies none of which is material.

COROMANDEL ELECTRIC COMPANY LIMITED

The power generation from the Gas power plant despite being affected during the year due to shortfall in natural gas supply from GAIL (India) Limited the plant was able to generate 169 million KWH as against 163 million KWH in the previous financial year. The plant load factor was maintained at 75.18% against 72.08% achieved in corresponding previous year. During the year the Company had sold 46 million KWH of power to the cement plants of The India Cements Limited located in Tamil Nadu State while the balance power of 123 million KWH was sold to other group captive consumers. In March 2017 the Company has got additional allocation from Oil and Natural Gas Corporation Limited through E-Tendering basis to meet its shortage of natural gas and this will help in improving the capacity utilization of the plant further in the coming years. The net income from operations earned by the Company was at Rs.85.62 Crores (Rs.86.43 Crores) and the net profit after tax was at Rs.18.16 Crores against Rs.5.40 Crores in the previous year.

COROMANDEL TRAVELS LIMITED

The Company owns an aircraft and is engaged in the business of chartering aircrafts as a Non-scheduled operator. The Company has earned a total revenue of Rs.12.75 Crores and has chartered aircraft for 254 flying hours. The Company has broken even at EBIDTA Level.

PT COROMANDEL MINERALS RESOURCES, INDONESIA AND COROMANDEL MINERALS PTE LTD, SINGAPORE

Since the beginning of this year, the international prices of coal have started improving and as on date, the prices remain firm.

Consequent to this, the Company has recommenced mining activity during the current year. Going forward, the Company is expected to derive the benefits from its investments in the mines, with stable international price of coal.

INDIA CEMENTS INFRASTRUCTURES LIMITED

The Company has taken up for joint development a property in Coimbatore. Necessary approvals for the project have been obtained and the first phase of the work is in an advanced stage of completion. As for the remaining phase of this project, it is proposed to consider revising the plan to suit the current market situation and the regulatory changes to improve the marketability. Meanwhile to gainfully employ its workforce, the Company has offered their services to other companies.

ASSOCIATE COMPANIES COROMANDEL SUGARS LIMITED

During the year under review, in spite of severe drought conditions in Karnataka impacting the cane availability, cane yield and recovery, the company, could take advantage of the favorable market prices and hence posted an EBIDTA of Rs.34.3 crores (as against Rs.21.08 crores in FY16) and a profit of Rs.0.90 crores (as against a loss of Rs.0.29 lakhs in FY16)

While the crushing saw a steep reduction to 3.81 lakh Tns (7.47 lakh tns in FY16) with consequent reduction in sugar production to 3.39 lakh quintals (as against 7.09 lakh quintals in FY16), the Company achieved a sale of 4.47 lakh quintals (as against 8.33 lakh quintals) by drawing from the opening stock. This coupled with higher price realization of Rs.3374 as against Rs.2519 per quintal in FY16 had enabled the company to achieve better working results.

However, the Company could not take full advantage of the increased capacity in the newly installed 30MW Cogen Plant, which suffered due to lower cane crushing and it is expected that during the current year, the Company will be able to derive higher benefits from the 30MW Cogen plant. With the prediction of favorable monsoon, the Company expects improved performance in the current year.

INDIA CEMENTS CAPITAL LIMITED (ICCL)

The main focus of the Company continues to be on various fee-based activities such as, Full Fledged Money Changing [FFMC], Travel & Tours and Forex Advisory Services. The Company''s FFMC division continues to enjoy the status of Authorised Dealers, Category II. The wholly owned subsidiary viz. India Cements Investment Services Limited (ICISL) is in Stock Broking. The Gross income from operations of ICCL was Rs.445.85 lakhs and that of ICISL was Rs.154.04 lakhs for the year ended 31st March, 2017.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013 and Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has an Internal Financial Control Policy and Procedures commensurate with the size and nature of operations and financial reporting. The Company has defined standard operating procedures covering all functional areas like sales, marketing, materials, fixed assets etc.

The Company has engaged the services of Chartered Accountant firms for carrying out internal audit of all its plants as well as marketing offices. The internal auditors have been given the specific responsibility to verify and report on compliance of standard operating procedures. The auditors have reported that there are adequate financial controls in place and are being followed by the Company. This has been further explained in the Management Discussion and Analysis Report.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and mitigation thereof.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The Policy has been uploaded on the Company''s website www.indiacements.co.in.

India Cements has always been encouraging its employees to give constructive criticism and suggestions, which will better the overall prospects of the Company and its various stakeholders. India Cements will continue to adopt this as a corner stone of its Personnel Policy.

THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirements of the captioned Act and Rules made there under. There was no complaint of harassment, reported during the year.

POLICY ON DEALING WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company other than remuneration in the case of whole time directors or sitting fee in the case of others.

TRANSACTIONS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties in Form AOC-2 along with justification are given in Annexure ''J''.

LOANS / INVESTMENT / GUARANTEES ETC UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, investments and guarantees covered under Section 186 of the Companies Act, 2013 are given in Note No.40.13 on accounts for the financial year 2016-17.

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There has been no order passed by any Regulatory authority or Court or Tribunal impacting the going concern status and future operations of the Company.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between 1st April 2017 and the date of this report other than those disclosed in the financial statements.

ANNUAL RETURN

Extract of the Annual Return in Form No. MGT-9 is attached with this Report as Annexure ''K''.

PUBLIC DEPOSITS

Your Company has not been accepting deposits from public and shareholders since 16th September 2013. Deposits totalling Rs.11.59 lakhs have not so far been claimed by the depositors.

CONSERVATION OF ENERGY, ETC.

Necessary particulars regarding conservation of energy etc. as per provisions of Section 134 of the Companies Act, 2013 are set out in Annexure A.

RESEARCH & DEVELOPMENT

During the year your Company spent Rs.159.34 Lakhs towards revenue expenditure on the R&D department besides a contribution of Rs.19.06 lakhs to National Council for Cement and Building Materials (NCCBM) which carries out research on behalf of cement industry as a whole.

DIRECTORS

Sri R.K.Das and Sri PL. Subramanian resigned as Director with effect from 24th June 2016 and 17th June 2016 respectively. The Board expresses its appreciation of the valuable contribution made by them during their tenure of office.

Under Article 109 of the Articles of Association of the Company, Smt. Chitra Srinivasan retires by rotation at the ensuing Annual General Meeting of the Company and she is eligible for re-appointment.

Sri M.R.Kumar was appointed as a Nominee Director by Life Insurance Corporation of India in the place of Sri Basavaraju and he will hold the office upto the date of the ensuing Annual General Meeting and the resolution for his election as director liable to retire by rotation is included under Special Business in the Notice convening the 71st Annual General Meeting of the Company.

Sri K.Balakrishnan and Sri V.Ranganathan were appointed as Independent Directors by the Board of Directors at their meeting held on 29.08.2016 and the resolutions for their election as Independent Directors for a term of three years from 29.08.2016 to 28.08.2019 are included under Special Business in the Notice convening the 71st Annual General meeting of the Company.

Brief particulars of Directors eligible for appointment / re-appointment are annexed to the Notice convening the 71st Annual General Meeting of the Company.

Sri N.Srinivasan, Vice Chairman & Managing Director and Smt. Rupa Gurunath, Wholetime Director of the Company are related to Smt.Chitra Srinivasan and are also related to each other. No other director is related to them or each other.

The details of shares and convertible instruments held by non-executive directors are given in Annexure ''C''.

INDEPENDENT DIRECTORS

A declaration given by independent directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013, has been received by the Company. The details of familiarization programme for independent directors can be had from the Company''s website www.indiacements.co.in.

FAMILIARIZATION PROCESS

Senior management personnel of the Company, on a structured basis, interact with directors from time to time to enable them to understand the Company''s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology and risk management and such other areas. The directors also are facilitated to visit Company''s plants to familiarize themselves with factory operations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013.

"We confirm

1. That in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That such Accounting Policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for the year ended on that date.

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

4. That the annual accounts for the year ended 31st March, 2017 have been prepared on a going concern basis.

5. That internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively.

6. That proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively."

REMUNERATION

As prescribed under Section 197(12) of the Companies Act, 2013 ("Act") and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure I. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees and other particulars, drawing remuneration in terms of the said Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member who is interested in obtaining these particulars may write to the Company Secretary of the Company.

BOARD MEETINGS

During the year, five Board Meetings were held. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report (Annexure ''C'').

EVALUATION OF BOARD / BOARD COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Committees.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and other employees and their remuneration for implementation.

Broadly, the performance of the employee concerned and the performance of the Company are the fundamental parameters determining the remuneration payable to an employee. More specifically, there will be reciprocity in the matter of remunerating executive directors, KMPs and other employees.

At the middle and lower levels of management, the yardsticks of assessment are different. The ability to speedily execute policy decisions, sincerity and devotion and discipline are the main attributes expected.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company for the purpose of Companies Act, 2013 are Sri N.Srinivasan, Vice Chairman & Managing Director (Chief Executive Officer), Smt. Rupa Gurunath, Wholetime Director, Sri R.Srinivasan, Executive President (Finance & Accounts) (Chief Financial Officer) and Sri S.Sridharan, Company Secretary.

PERSONNEL

Industrial relations continued to remain cordial during the year.

AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013, the term of office of M/s. Brahmayya & Co., and M/s. PS.Subramania Iyer & Co., Chennai, as Statutory Auditors of the Company, will conclude from the close of the 71st Annual General Meeting of the Company. The Board of Directors places on record its appreciation for the valuable services rendered by M/s. Brahmayya & Co., and M/s. PS.Subramania Iyer & Co., Chennai, as Statutory Auditors of the Company since its inception. Based on the recommendations of the Audit Committee, it is proposed to appoint M/s. K.S.Rao & Co., Chartered Accountants and M/s. S.Viswanathan, LLP, Chartered Accountants as Statutory Auditors of the Company to hold office for a term of five years from the conclusion of the 71st Annual General Meeting until the conclusion of the 76th Annual General Meeting, subject to the approval of shareholders.

INTERNAL AUDITORS

M/s. Capri, Gopalaiyer & Subramanian, Kalyanasundaram & Associates and Bala & Co., Chennai, have been appointed as Internal Auditors for the year 2017-18.

COST AUDITOR

Sri S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as Cost Auditor for the year 2017-18 at a remuneration of Rs. 17 lakhs. The remuneration is subject to ratification of members and hence is included in the Notice convening the 71st Annual General Meeting of the Company.

SECRETARIAL AUDITOR

Smt. PR.Sudha, Practising Company Secretary, has been appointed as Secretarial Auditor of the Company for the year 2017-18.

Secretarial Auditor''s Report in Form MR-3, as prescribed under Section 204(1) of the Companies Act, 2013 read with Rule-9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure ''L''. The Secretarial Audit Report does not contain any qualification, reservation or other remarks.

ACKNOWLEDGMENT

The Directors are thankful to the Financial Institutions and the Bankers for their continued support. The Directors also thank the Central Government and the various State Governments for their support. The stockists continued their excellent performance during the year and the Directors are appreciative of this. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

On behalf of the Board

N.SRINIVASAN RUPA GURUNATH N.SRINIVASAN

Vice Chairman & Managing Director Wholetime Director Director

Place: Chennai

Date : 28th July, 2017


Mar 31, 2016

The Directors have pleasure in presenting their Seventieth Annual Report together with audited accounts for the year ended 31st March 2016.

Rs. in Crore

For the year ended 31st March

2016 2015

FINANCIAL RESULTS

Profit before Interest, Depreciation & Exceptional Items 791.88 713.35

Less: Finance costs 370.35 425.99

Less: Depreciation / Amortization 218.02 257.91

Less: Exceptional Items 3.20 0.00

Profit Before Tax 200.31 29.45

Current Tax 60.37 6.40

MAT credit entitlement (27.11) (6.40)

Deferred Tax 29.24 0.00

Profit After Tax 137.81 29.45

Add : Surplus brought forward from last year 826.95 1030.17

Less : Proposed dividend on Equity Capital (including Dividend Distribution Tax) 36.97 0.00

Less : Transfer to General Reserve 40.00 0.00

Less : Transfer to Depreciation Account 0.00 232.67

Surplus carried forward 887.79 826.95

DIVIDEND

The Board of Directors has recommended a dividend of Re.1/- per Equity Share of Rs.10/- each on 30,71,77,340 Equity Shares of Rs.10/- each for the year ended 31st March, 2016 and proportionate dividend on 1317 Equity Shares having calls in arrears.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.40 Crores to the General Reserve and to retain Rs.887.79 crores as surplus in the Profit and Loss Account.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015, [SEBI (LODR) Regulations, 2015] a Management Discussion and Analysis Report is given as addition to this report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015, a report on Corporate Governance along with Auditors'' Certificate confirming its compliance is included as part of the Annual Report and is given in Annexure ''C'' and Annexure ''D'' respectively. Further, a declaration on Code of Conduct signed by the Vice Chairman & Managing Director in his capacity as Chief Executive Officer of the Company is given in Annexure ''E''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A report on CSR activities of the Company during 2015-16 is given in Annexure ''F''.

LICENCES & RECOGNITIONS

The Company''s Malkapur plant has been granted license for Occupational Health and Safety Management System Certification in accordance with IS 18001:2007. The Company''s Malkapur and Yerraguntla plants have been granted Environmental Management System Certification ISO 14001:2004. The Company''s Chennai Grinding Unit and Chilamkur plant have been granted ISO 9001:2008 certification for Quality Management Systems. The Company''s Dalavoi plant won the 3rd prize for the best safety practices among industries from the Directorate of Industrial Safety and Health, Tamil Nadu.

OPERATIONS

The Company''s performance has been discussed in detail in the Management Discussion and Analysis section. The cement industry had to operate in a surplus situation throughout the year with a meagre growth of around 5% only during the year as per the information published by the Department of Industrial Policy and Promotion (DIPP). The South in particular had to operate under a nil growth scenario with a negative growth in production of around 5% in Tamil Nadu during the year under review. Considering the fact that the entire southern Indian cement industry operated at sub 60% of its capacity, the performance of the Company can be considered to be satisfactory with capacity utilization of around 60% during the year. The sales volume including clinker was at 86.78 lakh tons as compared to 91.10 lakh tons in the previous year. With fairly consistent selling prices of cement during the year, the total sales and other income was at Rs.4,249 crores as compared to Rs.4,454 crores in the previous year, a drop of nearly 5%. The operating parameters of power and fuel consumption were kept under control despite the lower capacity utilization. This together with the improvement in blending efficiency alongwith reduction in the fuel prices resulted in a higher EBIDTA of Rs.791.88 crores an improvement of 11% over that of previous year of Rs.713.35 crores. The interest charges were lower at Rs.370.35 crores as compared to Rs.425.99 crores while depreciation was at Rs.218.02 crores as compared to Rs.257.91 crores in the previous year. The consequent profit before exceptional items and tax was at Rs.203.51 crores compared to Rs.29.45 crores in the previous year. The performance can be considered to be satisfactory considering the weak growth in cement demand.

EXPANSION / MODERNISATION

As already informed, necessary approvals are in place from the environmental authorities for installing new energy efficient cement grinding facility at Sankarnagar replacing some of the old cement mills. The Company has also got approval from the authorities for enhancing the capacity of its Sankari plant and its Dalavoi plant in Tamil Nadu.

SHIPPING DIVISION

The Shipping Division continued to operate 2 vessels during the year and performed 45 voyages mainly in Coastal Trade and tramping. The total earnings of the Division were at Rs.40.71 crores, a drop of 13% when compared to Rs.46.97 crores in the previous year due to reduction in the overall shipping freight rates.

CHENNAI SUPER KINGS CRICKET LIMITED (CSKCL)

The Company was informed that CSKCL had sought the permission of BCCI, for the distribution of its shares by India Cements Shareholders Trust to the non-promoter shareholders of India Cements and India Cements Ex-cricketers Trust, on September 30, 2015. The Company has also been informed that the approval of BCCI is awaited.

SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rules, the Audited Consolidated Financial Statement of the Company and of all the subsidiary and Associate Companies is enclosed. A separate statement containing the salient features of the audited financial statement of all the subsidiary and Associate Companies is also enclosed in Form AOC-1, (Annexure ''G'') as prescribed under the Companies Act, 2013 and the Rules made thereunder.

POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES

The India Cements Limited (India Cements) has, as on date, 10 subsidiaries controlled through shareholdings in such Companies. India Cements has one listed subsidiary namely Trinetra Cement Limited (TCL). Four Independent Directors of India Cements are also on the Board of TCL. It is the policy of India Cements that TCL is managed through Board of Directors consisting of non-executive directors. A Scheme of amalgamation of TCL along with Trishul Concrete Products Limited with India Cements has been filed in the Hon''ble Madras High Court for approval. The Appointed Date is 1st January, 2014. The statutory records and books of accounts of TCL are overseen from time to time by the concerned departments of India Cements.

TRINETRA CEMENT LIMITED

As mentioned elsewhere, the Northern markets had a reasonable growth of around 8% of cement production during the year under review. The only plant which is situated in the Northern India achieved significant strides in its operations clocking the highest clinker and cement production since inception, during the year under review. The clinker production was at 9.78 lakh tons as compared to 8.68 lakh tons in the previous year while the cement grinding was at 13.46 lakh tons (12.10 lakh tons) registering a capacity utilization of 90%. The operating parameters further improved during the year under review and the unit turned out a much improved bottom line with a net profit of Rs.9.32 crores as compared to a loss of Rs.24.18 crores in the previous year.

TRISHUL CONCRETE PRODUCTS LIMITED

The meagre demand growth for cement also had its impact on the sale of ready mix concrete with the unit achieving only 2.54 lakh cubic meters of sale of concrete as compared to 3.04 lakh cubic meters achieved in the earlier year. The total revenue was at Rs.103 crores against Rs.121 crores in the previous year. While the selling prices were maintained as that of previous year, the lower volume resulted in a profit before tax of Rs.67 lakhs only during the year as compared to a profit before tax of Rs.3.88 crores in the previous year.

MERGER OF TWO SUBSIDIARIES WITH THE COMPANY

The shareholders and creditors of the Company and of Trinetra Cement Limited (TCL) and Trishul Concrete Products Limited (TCPL) have approved a Scheme of Amalgamation and Arrangement between TCL and TCPL with the Company. Petitions have been filed in the Honorable High Court of Judicature at Madras under Sections 391 to 394 of the Companies Act, 1956 for getting the sanction of the Honorable High Court.

COROMANDEL ELECTRIC COMPANY LIMITED

The power generation from the gas power plant was continued to be affected due to restrictions imposed on the evacuation of power by State Load Despatch Centre of Tamil Nadu Transmission Corporation Limited during the year and hence the plant was able to generate only 163 million KWH as against 187 million KWH in the previous financial year. The company had sold 49 million KWH of power to the cement plants of The India Cements Limited located in Tamil Nadu State while the balance power of 114 million KWH was sold to other group captive consumers, third party consumers and also to Tamil Nadu Generation and Distribution Corporation Limited on short term tender basis. The net income from operations earned by the Company was at Rs.86.43 crores (Rs.85.44 crores) and the net profit after tax was at Rs.5.18 crores against Rs.6.80 crores in the previous year. As per the existing practice, equity dividend was maintained at 9% while the dividend for the participating preference share capital was at the respective coupon rate. The Company also redeemed the 5th and final installment of redeemable cumulative participating preference shares on the due date and with this, the Company has redeemed the entire paid up preference share capital.

INDIA CEMENTS INFRASTRUCTURES LIMITED

The Company has taken up for joint development a property in Coimbatore. Necessary approvals for the project have been obtained and the work has already commenced. During the current year, depending on the market, the Company is expected to take up additional projects. The financials are given in Annexure - G.

PT. COROMANDEL MINERALS RESOURCES, INDONESIA AND COROMANDEL MINERALS PTE LIMITED, SINGAPORE

The international prices of coal continued to be soft and in view of this, it was felt prudent to conserve the reserves of our mines. The Company is taking steps to secure the mines fully to derive the benefits by the time international price of coal begins to harden. The financials are given in Annexure - G.

ASSOCIATE COMPANIES

COROMANDEL SUGARS LIMITED

During the year the crushing was marginally lower than last year at 7.47 lakh tonnes (7.61 lakh tonnes) and the recovery was also lower at 9.49% as against 9.69% in the previous year. Consequent to this, sugar production was lower at 70,888 tonnes as against 73,767 tonnes in the previous year. However the company sold higher quantum of sugar drawing from stock which was at 83,330 tonnes as against 81,414 tonnes in the previous year. During the year, sugar prices crashed well below the cane prices affecting the performance of the industry. Coromandel Sugars Limited has earned an EBIDTA of Rs.21.08 crores as against Rs.22.41 crores in the previous year. There was a marginal loss of Rs.0.33 crores as compared to a profit of Rs.0.32 crores made in the previous year. The sugar prices have recovered smartly in the latter part of the year and is currently hovering around Rs.3375 per quintal as against Rs.1950 it touched during the year. The Company is expected to derive the benefit of the 30 MW Cogeneration project from current year.

INDIA CEMENTS CAPITAL LIMITED (ICCL)

The main focus of the Company continues to be on various fee-based activities such as, Full Fledged Money Changing [FFMC], Travel & Tours and Forex Advisory Services. The Company''s FFMC division continues to enjoy the status of Authorised Dealers, Category II. The wholly owned subsidiary viz. India Cements Investment Services Limited (ICISL) is into Stock Broking. The Gross income from operations of ICCL was Rs.402.72 lakhs and that of ICISL was Rs.158.85 lakhs for the year ended 31st March, 2016.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013 and Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has an Internal Financial Control Policy and Procedures commensurate with the size and nature of operations and financial reporting.

The Company has defined standard operating procedures covering all functional areas like sales, marketing, materials, fixed assets etc. The Company has engaged the services of Chartered Accountant firms for carrying out internal audit of all its plants as well as marketing offices. The internal auditors have been given the specific responsibility to verify and report on compliance of standard operating procedures. The auditors have reported that there are adequate financial controls in place and are being followed by the Company. This has been further explained in the Management Discussion and Analysis Report.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations 2015, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and mitigation thereof.

MARKET CAPITALISATION OF THE COMPANY

The details are given in Annexure H.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy has been uploaded on the Company''s website www.indiacements.co.in.

India Cements has always been encouraging its employees to give constructive criticism and suggestions, which will better the overall prospects of the Company and its various stakeholders. India Cements will continue to adopt this as a corner stone of its Personnel Policy.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirements of the captioned Act and Rules made thereunder. There was no complaint of harassment, reported during the year.

POLICY ON DEALING WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company other than remuneration in the case of whole time directors or sitting fee in the case of others.

TRANSACTIONS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties in Form AOC-2 along with justification are given in Annexure I.

LOANS / INVESTMENTS / GUARANTEES ETC UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, investments and guarantees covered under Section 186 of the Companies Act, 2013 are given in Notes No.33.4 and 33.18(B to D) on accounts for the financial year 2015-16.

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There has been no order passed by any Regulatory authority or Court or Tribunal impacting the going concern status and future operations of the Company.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between 1st April 2016 and the date of this report other than those disclosed in the financial statements.

ANNUAL RETURN

Extract of the Annual Return in Form No. MGT-9 is attached with this Report as Annexure - J.

PUBLIC DEPOSITS

Your Company has not been accepting deposits from public and shareholders since 16th September 2013. Deposits totalling Rs.15 lakhs have not so far been claimed by the depositors.

CONSERVATION OF ENERGY, ETC.

Necessary particulars regarding conservation of energy etc. as per provisions of Section 134 of the Companies Act, 2013 are set out in Annexure A.

RESEARCH & DEVELOPMENT

During the year your Company spent Rs.159.40 Lakhs towards revenue expenditure on the R&D department besides a contribution of Rs.61.47 lakhs to National Council for Cement and Building Materials (NCCBM) which carries out research on behalf of cement industry as a whole.

DIRECTORS

Under Article 109 of the Articles of Association of the Company, Smt. Chitra Srinivasan retires by rotation at the ensuing Annual General Meeting of the Company and she is eligible for reappointment.

Sri Rabinarayan Panda was appointed as a nominee Director by IDBI Bank Limited with effect from 29.12.2015 in the place of Sri Nagaraj Garla and he will hold the office upto the date of the ensuing Annual General Meeting and the resolution for his election as director liable to retire by rotation is included under Special Business in the Notice convening the 70th Annual General Meeting of the Company.

Sri M.R.Kumar was appointed as a nominee Director of Life Insurance Corporation of India (LIC) with effect from 26th May, 2016 in the casual vacancy caused by the withdrawal of nomination of Sri Basavaraju by LIC.

The Board expresses its appreciation of the valuable contributions made by Sri Nagaraj Garla and Sri Basavaraju during their tenure as directors.

Sri S.Balasubramanian Adityan was appointed as an additional Director by the Board of Directors at their meeting held on 07.12.2015 and he will hold the office upto the date of the ensuing Annual General Meeting and the resolution for his election as an Independent Director for a term of 5 consecutive years from 7.12.2015 to 6.12.2020 is included under Special Business in the Notice convening the 70th Annual General Meeting of the Company.

Under Section 149 of the Companies Act, 2013, Sri Arun Datta, Sri R.K.Das, Sri N.R.Krishnan, Sri V.Manickam and Sri N.Srinivasan (F&R) were appointed as Independent Directors of the Company for a term of two consecutive years with effect from 26th December, 2014 to 25th December, 2016 or the date of 70th Annual General Meeting of the Company whichever is earlier. The Company proposes to reappoint Sri Arun Datta, Sri N.R.Krishnan, Sri V.Manickam and Sri N.Srinivasan (F&R) as Independent Directors of the Company to hold office for a second term of 2 consecutive years from 29th August, 2016 to 28th August 2018 and special resolutions for their reappointments as Independent Directors of the Company are included in the Notice convening the 70th Annual General Meeting of the Company.

The Board has appointed Sri N.Srinivasan, as Managing Director for a fresh term of five years with effect from 26th May 2016 in terms of Section 196 of the Companies Act, 2013 read with Schedule V of the said Act. Necessary Special Resolutions seeking the approval of the Shareholders for his appointment as Managing Director alongwith Explanatory Statement justifying the appointment are included in the Notice convening the 70th Annual General Meeting of the Company.

Brief particulars of Directors eligible for appointment / reappointment are annexed to the Notice convening the 70th Annual General Meeting. Smt. Chitra Srinivasan and Smt. Rupa Gurunath are related to Sri N.Srinivasan, Vice Chairman & Managing Director of the Company and are also related to each other. No other director is related to them or each other.

The details of shares and convertible instruments held by non-executive directors are given in Annexure ''C''.

INDEPENDENT DIRECTORS

A statement on declaration given by Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013, has been received by the Company. The Company has started sponsoring Independent Directors for training programmes in a phased manner. The details of familiarization programme for independent directors have been uploaded in the Company''s website www.indiacements.co.in.

FAMILIARIZATION PROCESS

Senior management personnel of the Company, on a structured basis, interact with directors from time to time to enable them to understand the Company''s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology and risk management and such other areas. The directors also are facilitated to visit Company''s plants to familiarize themselves with factory operations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013.

"We confirm:

1. That in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That such Accounting Policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for the year ended on that date.

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

4. That the annual accounts for the year ended 31st March, 2016 have been prepared on a going concern basis.

5. That internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively.

6. That proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively."

REMUNERATION

As prescribed under Section 197(12) of the Companies Act, 2013 ("Act") and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure H. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees and other particulars, drawing remuneration in excess of the limits, as prescribed in the said Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member who is interested in obtaining these particulars may write to the Company Secretary of the Company.

BOARD MEETINGS

During the year, seven Board Meetings were held. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report (Annexure ''C'').

EVALUATION OF BOARD / BOARD COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Committees.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and other employees and their remuneration for implementation.

Broadly, the performance of the employee concerned and the performance of the Company are the fundamental parameters determining the remuneration payable to an employee. More specifically, there will be reciprocity in the matter of remunerating executive directors, KMPs and other employees.

At the middle and lower levels of management, the yardsticks of assessment are different. The ability to speedily execute policy decisions, sincerity and devotion and discipline are the main attributes expected.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company for the purpose of Companies Act, 2013 are Sri N.Srinivasan, Vice Chairman & Managing Director (Chief Executive Officer), Smt. Rupa Gurunath, Wholetime Director, Sri G.Balakrishnan, Senior President & Company Secretary (till 31.03.2016) and Sri R.Srinivasan, President (Finance & Accounts) (Chief Financial Officer).

Consequent to the attainment of superannuation by Sri G.Balakrishnan on 31.03.2016, Sri S.Sridharan has been appointed as Company Secretary with effect from 01.04.2016.

PERSONNEL

Industrial relations continued to remain cordial during the year.

EMPLOYEES STOCK OPTION SCHEME

No fresh options have been granted under India Cements Employees Stock Option Scheme, 2006 during the financial year.

No options at all have been granted under India Cements Employees Stock Option Scheme, 2007.

AUDITORS

The Shareholders of the Company at the 68th Annual General Meeting held on 26th December, 2014, appointed Messrs. Brahmayya & Co., and PS.Subramania Iyer & Co., Chennai, the Auditors of the Company, to hold office for a period of 3 years from the conclusion of the 68th Annual General Meeting until the conclusion of the 71st Annual General Meeting. Their appointment is subject to ratification by members every year at the Annual General Meeting and hence is included in the Notice convening the 70th Annual General Meeting of the Company.

INTERNAL AUDITORS

Messrs Capri, Gopalaiyer & Subramanian, Kalyanasundaram & Associates and Bala & Co., Chennai, have been appointed as Internal Auditors for the year 2016-17.

COST AUDITOR

Sri S.A.Murali Prasad, Cost Accountant, Chennai has been appointed as Cost Auditor for the year 2016-17 at a remuneration of Rs.15 lakhs. The remuneration is subject to ratification of members and hence is included in the Notice convening the 70th Annual General Meeting of the Company.

SECRETARIAL AUDITOR

Smt. PR.Sudha, Practising Company Secretary, Chennai, has been appointed as Secretarial Auditor of the Company for the year 2016-17.

Secretarial Auditor''s Report in Form MR-3, as prescribed under Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 is enclosed as Annexure K. The Secretarial Audit Report does not contain any qualification, reservation or other remarks.

ACKNOWLEDGEMENT

The Directors are thankful to the Financial Institutions and the Bankers for their continued support. The Directors also thank the Central Government and the various State Governments for their support. The stockists continued their excellent performance during the year and the Directors are appreciative of this. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

On behalf of the Board

N.SRINIVASAN RUPA GURUNATH CHITRA SRINIVASAN ARUN DATTA

Vice Chairman & Wholetime Director R.K DAS N R KRISHNAN Managing Director V, MANICKAM RABINARAYAN PANDA

N. SRINIVASAN PL. SUBRA MANIAN S.BALASUBRAMANIAN ADITYAN

Place : Chennai

Date :26th May, 2016 Directore


Mar 31, 2015

The company


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Sixtyeighth Annual Report together with audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

Rs. in Crore

For the year ended 31st March 2014 2013

Profit / (Loss) before Interest, Depreciation 594.20 841.95 & Exceptional Items

Less : Finance costs 353.65 307.75

Less : Depreciation / 276.39 281.84 Amortization

Less : Exceptional items 126.56 -

Profit / (Loss) Before Tax (162.40) 252.36 Current Tax 0.00 83.64

Deferred Tax 0.00 5.17

Profit / (Loss) after Tax (162.40) 163.55

Add : Surplus brought forward 1192.57 1088.47 from last year

Less : Proposed dividend on 0.00 71.87 Equity Capital (including Dividend Distribution Tax)

Less : Transfer to General Reserve 0.00 40.00

Less : Transfer to / (from) Debenture Redemption Reserve 0.00 (52.42)

Surplus carried forward 1030.17 1192.57

DIVIDEND

In view of the net loss for the year ending 31st March, 2014, the Board of Directors has not declared any dividend for the year.

EMPLOYEES STOCK OPTION SCHEME

No fresh options have been granted under India Cements Employees Stock Option Scheme, 2006 during the financial year.

No options at all have been granted under India Cements Employees Stock Option Scheme, 2007.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956.

"We confirm

1. That in the preparation of the accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed.

2. That such Accounting Policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss of the Company for the year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March, 2014 have been prepared on a going concern basis."

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given as addition to this report. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a report on Corporate Governance along with Auditors'' Certificate of its compliance is included as part of the Annual Report and is given in Annexure ''C'' and Annexure ''D'' respectively. Further, a declaration on Code of Conduct signed by the Vice Chairman & Managing Director in his capacity as Chief Executive Officer of the Company is given as Annexure ''E''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Corporate Social Responsibility (CSR) Committee was constituted by the Board of Directors at the meeting held on 10th February, 2014. The CSR Committee has since approved the Company''s CSR Policy and the CSR Budget for 2014-15.

A report on CSR activities of the Company during 2013-14 is given in Annexure ''F''.

LICENCES & RECOGNITIONS

The Company''s Dalavoi cement factory was granted Licence For The Environmental Management Systems Certification in accordance with IS / ISO 14001:2004 by the Bureau of Indian Standards, Chennai.

The Company''s Sankari cement factory was granted Licence For The Environmental Management Systems Certification in accordance with IS / ISO 14001:2004 and The Occupational Health & Safety Management Systems Certification in accordance with IS 18001:2007 by the Bureau of Indian Standards, Chennai.

The Company''s Malkapur cement factory has been recommended for granting Licence For the Quality Management Systems Certification in accordance with IS / ISO 9001:2008 by the Bureau of Indian Standards, Chennai.

The Company''s in-house magazine "Compass" was awarded a Certificate of Merit in an In-house House Magazine Contest in 2014.

Chennai Super Kings, the cricket team of the Chennai cricket franchise owned by your Company has won the Trophy at the recently concluded Champions League T20 Tournament 2014.

OPERATIONS

COMPANY PERFORMANCE

The Company''s performance has been discussed in detail in the "Management Discussion and Analysis" section.

With a poor GDP growth of sub 5% on an all India basis and with industrial activity taking a beating, the performance of the core industries was severely affected during the period under review with cement being no exception.

According to the information published by Department of Industrial Policy and Promotion (DIPP), the industry had registered practically flat growth during the year under review against an estimated growth of 5% in the previous year. Given such a back drop, the performance of the Company can be considered to be satisfactory as it could maintain the overall sales at 100.37 lakh tons including clinker as compared to 100.55 lakh tons in the previous year. The total sales and other income for the year was at Rs.4529.84 crores as compared to Rs.4615.67 crores in the previous year. With huge supply overhang particularly in the South, the selling price of cement went down substantially from the second quarter resulting in a top line erosion which reflected on the bottom line. The cost of production was impacted with increase in the price of Gypsum, Fuel, depreciation of rupee, higher transport charges resulting in a lower EBIDTA of Rs.594.20 crores as compared to Rs.841.95 crores in the previous year. Finance cost including forex loss was higher at Rs.353.65 crores (Rs.307.75 crores) while depreciation charges were lower at Rs.276.39 crores as compared to Rs.281.84 crores in the previous year. There were also exceptional items relating to provision for Fuel Surchage Adjustment claims of Andhra Pradesh DISCOMS and right of recompense to lenders together amounting for Rs.126.56 crores and resultant loss was at Rs.162.40 crores for the year as compared to a profit before tax of Rs.252.36 crores in the previous year. The year also witnessed the annual bout of cost increases in wages due to settlement and cost of living index, monthly dosage of increase in the prices of petroleum products, impact of power tariff increase by electricity boards of Tamil Nadu and Andhra Pradesh during the year and huge depreciation of rupee against dollar. However, the impact was mitigated to certain extent with the fuller availability of power from power plant in Tamil Nadu and the commissioning of the power plant in Andhra Pradesh.

SHIPPING

During the year the performance of the division can be considered to be satisfactory with deployment of the three vessels which had done 54 voyages in total in the coastal trade and tramping. The total earnings of the division for the year was at Rs.67.72 crores as compared to Rs.58.57 crores in the previous year. In March 2014, the vessel "MV Chennai Perrumai" was sold tor a consideration of approximately $ 2.486 Million for scraping since it had served its economic life.

MERGER OF 2 SUBSIDIARIES WITH THE COMPANY

Application has been filed in the High Court of Judicature at Madras under Sections 391 to 394 of the Companies Act, 1956 for completing the procedural requirements for the proposed Scheme of Amalgamation and Arrangement between Trinetra Cement Limited and Trishul Concrete Products Limited with this Company.

CHENNAI SUPER KINGS CRICKET LIMITED

The Board of Directors of the Company at the meeting held on 26th September, 2014 approved the proposal to demerge Chennai Super Kings (CSK) - BCCI-IPL Franchise 20/20 Cricket Tournament Team of your Company into a wholly-owned subsidiary of the Company, by transferring its net assets at cost. The effective date of transfer will be 1st January, 2015. Accordingly, a new wholly-owned subsidiary, by name Chennai Super Kings Cricket Limited, is in the process of getting incorporated.

SUBSIDIARIES

Pursuant to General Circular No.2/2011 No.51/12/2007-CL-NI dated 08.02.2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has passed a resolution for sending the Balance Sheet of the Company without attaching a copy of the Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies namely Industrial Chemicals & Monomers Limited, ICL Financial Services Limited, ICL Securities Limited, ICL International Limited, Trishul Concrete Products Limited, Trinetra Cement Limited, Coromandel Electric Company Limited, India Cements Infrastructures Limited, PT. Coromandel Minerals Resources, Indonesia and Coromandel Minerals Pte. Limited, Singapore. However, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financials of the subsidiaries. The Company will make available these documents / details upon request by any member of the Company and its subsidiaries interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept for inspection by any member at the Registered / Corporate Offices of the Company and its Subsidiary Companies.

TRINETRA CEMENT LIMITED

During its third year of operation, the unit has achieved a clinker production of 8.82 lakh tons (8.92 lakh tons) while the grinding was up by 7% at 12.19 lakh tons as compared to 11.38 lakh tons. The sale of cement was also accordingly higher at 12.12 lakh tons (11.28 lakh tons). Significant improvements were achieved in the operating parameters with a reduction in power consumption and heat consumption due to stabilized operation of the plant during the year under review.

TRISHUL CONCRETE PRODUCTS LIMITED

During the year, the Company achieved a volume of 3.38 Lakh cu.m. of Readymix Concrete as compared to 3.48 Lakh cu.m. in the previous year. While the turnover of the Company was maintained at Rs.120 crores against Rs.121 crores in the previous year, there was a marginal improvement in profit before tax which was at Rs.84 lakhs as compared to Rs.25 lakhs in the previous year.

COROMANDEL ELECTRIC COMPANY LIMITED

With improvement in the availability of natural gas, the plant was able to generate net units of 204 Million KWH as against 193 Million KWH in the previous year. The company had wheeled 49 Million KWH of power to the cement plants of India Cements Limited in Tamil Nadu and the balance power of 155 Million units was sold to other group captive and third party consumers through the "Intra State Open Access". The total revenue earned by the Company stood at Rs.120.26 crores (Rs.93.01 crores) and the net profit after tax was at Rs.13.72 crores (Rs.17.80 crores) in the previous year. As per

the policy, the dividend pattern was maintained at 9% for equity shares and at the respective coupon rates of dividend for the participating / non-participating preference share capital. During the year under review, the company had redeemed the Third / Fourth instalments of redeemable cumulative participating/non-participating preference shares on their respective due dates.

INDIA CEMENTS INFRASTRUCTURES LIMITED

The company during the year under review commenced operations by acquiring land for development. During the current year the company is expected to develop this project and will also take up other projects.

PT. COROMANDEL MINERALS RESOURCES, INDONESIA AND COROMANDEL MINERALS PTE LIMITED, SINGAPORE

The company has already arranged tor the first shipment of coal from the mines that is under development through its subsidiary abroad. However, with the significant drop in the international price of coal, it was felt prudent to conserve the reserves of our mine. All steps are being taken to secure the mines fully and the benefits of this acquisition will accrue to the company when the international price of coal starts increasing.

CONSOLIDATED FINANCIAL STATEMENTS

As prescribed by Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the audited consolidated financial statements of India Cements Group are annexed.

ASSOCIATE COMPANIES COROMANDEL SUGARS LIMITED

Coromandel Sugars Limited achieved a cane crushing of 7.02 lakh tonnes during the year under review, which was substantially less than the crushing of 7.94 lakh tonnes achieved in the previous year. However the sugar recovery had improved to 9.73% as against 9.44% achieved last year. The crushing during the previous year was higher on account of carry over cane from the earlier season available for crushing during the year.

The company has produced 68,240 tonnes of sugar (74948 in the previous year) and sold 61170 tonnes (67188 tonnes in the previous year).

Though the crushing was lower by nearly 12% during the year, the power export was marginally higher at 258.55 lakh KWHs as against 253.80 lakh KWHs in the previous year, because of the improved functioning of the boilers.

The sales and other income was lower at Rs.198.85 crores as against Rs.234.35 crores in the previous year because of reduced sales volume and drop of 8% in the selling price of sugar. This has resulted in the Profit Before Interest and Depreciation being lower at Rs.22.55 crores as against Rs.42.98 crores in the previous year. Profit Before Tax was Rs.0.79 crores as against Rs.22.78 crores in the previous year. During the current year, the company is expected to improve the crushing in view of the improved rainfall. Further the power plant which is in an advanced stage of completion is expected to commence commercial operations before the end of this year.

INDIA CEMENTS CAPITAL LIMITED (ICCL)

The main focus of the Company continues to be on Full Fledged Money Changing [FFMC] business, besides Travel & Tours and Forex Advisory Services. The Company''s FFMC division continues to enjoy the status of Authorised Dealers, Category II. The wholly owned subsidiary viz. India Cements Investment Services Limited (ICISL) is in Stock Broking. The FFMC division operates out of 17 branches and Travels division operates at Chennai as an IATA accredited branch. The subsidiary ICISL runs its operations through 17 centres. The Gross income from operations of ICCL was Rs.422.17 lakhs and that of ICISL was Rs.134.65 lakhs for the year ended 31st March, 2014.

CURRENT PERFORMANCE

With the demand for cement being subdued, there was practically negligible growth in the Southern market during the first half of the current fiscal resulting in lowering capacity utilization further. The clinker production was lower at 36.10 lakh tons (39.29 lakh tons) while the cement dispatch was at 46.09 lakh tons (50.84 lakh tons). In addition, the company achieved a sale and export of 3 lakh tons of clinker for the current period under review. However, the cement prices have started improving from the month of July 2014.

EXPANSION / MODERNISATION

The operation of the power plant at Vishnupuram which was commissioned during the year got stabilized quickly after its initial teething troubles and has been producing to its capacity.

The company is also planning to install a new energy efficient Cement Mill Grinding facility at Sankarnagar replacing the old cement mills for which necessary approvals have been sought.

PUBLIC DEPOSITS

Your Company has stopped accepting deposits from public and shareholders from 16th September 2013. The total amount of fixed deposits including cumulative deposits, which had not become due but outstanding as at 31st March, 2014 stood at Rs.550.88 Lakhs. Deposits totaling Rs.34.94 Lakhs that matured for repayment were neither claimed by the Depositors nor instructions for renewal were received by the Company. Reminders were issued to the depositholders and since the close of the financial year ended 31st March, 2014, deposits aggregating to Rs.16.50 Lakhs out of the above have either been claimed and paid or transferred to Investor Education and Protection Fund.

CONSERVATION OF ENERGY ETC.

The prescribed details as required under Section 217(1)(e) of the Companies Act, 1956 are set out in the Annexure ''A''.

RESEARCH & DEVELOPMENT

During the year, your Company spent Rs.100.27 Lakhs towards revenue expenditure of the R&D department besides contributing a sum of Rs.73.30 Lakhs to National Council for Cement and Building Materials (NCCBM), which carries out research on behalf of the industry as a whole.

PERSONNEL

Industrial relations continued to remain cordial during the year.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are to be annexed to the Directors'' Report. However, as per the provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary.

DIRECTORS

IDBI Bank Limited, vide its letter No.CBG-SSCB.53/206/Nom.8 dated 08.10.2013, nominated Mr.G.M.Yadwadkar on the Board of the Company with effect from 23.10.2013 in the place of Mr.K.PNair. The nomination of Mr.G.M.Yadwadkar was withdrawn by IDBI Bank Limited, vide its letter No.CBG-SSCB.53/122/Nom.8 dated 26.08.2014 and Mr.Nagaraj Garla was appointed on the Board of the Company with effect from 25.09.2014 in the casual vacancy caused by the withdrawal of nomination of Mr.G.M.Yadwadkar. The Board expresses its appreciation of the valuable contribution made by Mr.K.PNair and Mr.G.M.Yadwadkar during their tenure as directors.

Mr.Nagaraj Garla, IDBI Nominee Director, will hold his office upto the date of the ensuing Annual General Meeting and resolution for his election as director of the Company is included in the Notice dated 12th November, 2014 convening the 68th Annual General Meeting of the Company.

Under Article 109 of the Articles of Association of the Company, Mrs.Chitra Srinivasan retires by rotation at the ensuing Annual General Meeting of the Company and she is eligible for re-appointment.

Under Section 149(6) of the Companies Act, 2013, the Company proposes to appoint Mr.Arun Datta, Mr.R.K.Das, Mr.N.R.Krishnan, Mr.V.Manickam and Mr.N.Srinivasan (F&R), as independent directors of the Company to hold office for a term of two consecutive years with effect from 26th December, 2014 or upto the date of Annual General Meeting in 2016, whichever is earlier and resolutions for their election as independent directors of the Company are included in the Notice dated 12th November, 2014 convening the 68th Annual General Meeting of the Company.

Brief particulars of Directors eligible for reappointment in terms of Clause 49 of Listing Agreement are annexed to the Notice dated 12th November, 2014 convening the 68th Annual General Meeting.

AUDITORS

Messrs. Brahmayya & Co., and PS.Subramania Iyer & Co., Chennai, the Auditors of the Company, retire at the ensuing Annual General meeting and are proposed to be appointed to hold office from the conclusion of the 68th Annual General Meeting until the conclusion of the 71st Annual General Meeting.

COST AUDITOR

Mr.S.A.Murali Prasad, Cost Accountant, Chennai has been appointed as Cost Auditor for the year 2014-15 at a remuneration of Rs.10 lakhs and this has been approved by the Government of India. The remuneration is subject to approval of members and hence is included in the Notice dated 12th November, 2014 convening the 68th Annual General Meeting of the Company.

INTERNAL AUDITORS

Messrs. Capri, Gopalaiyer and Subramanian, Kalyanasundaram & Associates and Bala & Co., Chennai have been appointed as Internal Auditors for the year 2014-15.

ACKNOWLEDGEMENT

The Directors are thankful to the Financial Institutions and the Bankers for their continued support. The Directors also thank the Central Government and the various State Governments for their support. The stockists continued their excellent performance during the year and the Directors are appreciative of this. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

On behalf of the Board

N.SRINIVASAN RUPA GURUNATH N.SRINIVASAN

Vice Chairman & Managing Director Wholetime Director Director

Place :Chennai

Date :12th November, 2014


Mar 31, 2013

The Directors have pleasure in presenting their Sixtyseventh Annual Report together with audited accounts for the year ended 31st March 2013.

Rs. in Crore For the year ended 31st March

2013 2012

FINANCIAL RESULTS

Profit before Interest & Depreciation 841.95 922.64

Less : Finance costs 307.75 290.37

Less : Depreciation / Amortization 281.84 251.29

Profit Before Tax 252.36 380.98

Current Tax 83.64 37.77

Deferred Tax 5.17 50.24

Profit after Tax 163.55 292.97

Add : Surplus brought forward from last year 1088.47 954.48

Less : Proposed dividend on Equity Capital (including Dividend Distribution Tax) 71.87 71.40

Less : Transfer to General Reserve 40.00 40.00

Less : Transfer to / (from) Debenture Redemption Reserve (52.42) 47.58

Surplus carried forward 1192.57 1088.47

DIVIDEND

The Board of Directors has recommended a dividend of Rs.2/- per equity share of Rs.10/- each on 30,71,77,216 equity shares of Rs.10/- each for the year ended 31st March, 2013 and proportionate dividend on 1,441 equity shares having calls in arrears.

SHARE CAPITAL

Consequent to the adjustment of a dividend of Rs.883/- towards calls in arrears, the paidup equity share capital of the Company has increased to Rs.307,17,81,713/- as on 31st March, 2013 comprising 30,71,77,216 equity shares of Rs.10/- each and 1,441 equity shares on which a sum of Rs.9,553/- has been paidup. The balance amount of Rs.4,857/- represents calls in arrears.

EMPLOYEES STOCK OPTION SCHEME

No fresh options have been granted under India Cements Employees Stock Option Scheme, 2006 during the financial year. No options at all have been granted under India Cements Employees Stock Option Scheme, 2007.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956. "We confirm

1. That in the preparation of the accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed.

2. That such Accounting Policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March, 2013 have been prepared on a going concern basis."

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given as addition to this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a report on Corporate Governance along with Auditors'' Certificate of its compliance is included as part of the Annual Report and is given in Annexure ''C'' and Annexure ''D'' respectively. Further, a declaration on Code of Conduct signed by the Vice Chairman & Managing Director in his capacity as Chief Executive Officer of the Company is given as Annexure ''E''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A report on CSR activities is given in Annexure ''F''.

ACCREDITIONS & RECOGNITIONS

The Company''s Yerraguntla cement factory was granted Licence For The Quality Management Systems Certification in accordance with IS/ ISO 9001:2008 by the Bureau of Indian Standards, Chennai and that the said Licence would be valid from 25th April, 2012 to 24th April, 2015.

The Company''s Vishnupuram cement factory was granted Licence For The Occupational Health & Safety Management Systems Certification in accordance with IS 18001:2007 and Licence For The Environmental Management Systems Certification in accordance with IS/ISO 14001:2004 by the Bureau of Indian Standards, Chennai and that both the licences would be valid from 2nd August, 2012 to 1st August, 2015.

The Company''s in-house magazine "Compass" was awarded a Certificate of Excellence in the All India House Magazine Contest 2011-12.

OPERATIONS

COMPANY PERFORMANCE

A detailed report has been enclosed regarding the operations in the Management Discussion and Analysis Section. It can be seen that there was only a subdued growth in cement demand during the year under review at 5.6% on an All India basis. With the huge supply overhang in the South, the industry had to face the brunt of severe competition in the market resulting in lowering of the prices particularly in Andhra Pradesh during the second half of this fiscal.

Given such tight market conditions, the cement production of the Company grew marginally by 5% to 99.40 Lakh Ts as compared to 94.63 Lakh Ts in the previous year and the overall sales including clinker was at 100.55 Lakh Ts as compared to 95.27 Lakh Ts. The total sales and other income for the year was higher at Rs.4615.67 Crores registering a growth of 9% over that of previous year. As mentioned elsewhere the cost of production was impacted with the increase in the price of input materials of fly ash, gypsum, power and fuel, higher transport charges and the resultant EBIDTA was lower at Rs.841.95 Crores against Rs.922.64 Crores in the previous year.

Finance costs were higher at Rs.307.75 Crores as compared to Rs.290.37 Crores with higher utilization of cash credit and additional loans taken for capex. The depreciation / amortization charges were also higher at Rs.281.84 Crores as compared to Rs.251.29 Crores on account of power plant and other capex. The provision for tax was at Rs.83.64 Crores as compared to Rs.37.77 Crores in the previous year while the deferred taxation provision as per AS 22 was at Rs.5.17 Crores against Rs.50.24 Crores. The net profit after tax was Rs.163.55 Crores against Rs.292.97 Crores in the previous year.

In addition to the low demand scenario, the profitability was subject to heavy cost push in the form of increase in wages due to All India Wage Settlement together with the increase in cost of living index.

Huge increase in the price of diesel in the month of September 2012 with further dosages in the following months and steep increase in the price of bulk diesel for industrial consumers.

Ever rising cost of indigenous coal due to price revision by collieries.

Hefty power tariff increase by the State Electricity Boards of Tamil Nadu and Andhra Pradesh from April 2012.

Steep increase in the railway freight from April 2012 resulting in increase in freight cost between 25% and 35%.

Depreciation of Rupee against Dollar impacting the imported coal prices.

Restriction in the availability of power in Andhra Pradesh resulting in high cost power purchase through exchange.

All the above factors impacted the bottom line substantially, the effect of which was offset to a certain extent with a higher volume of cement and through sustained cost reduction efforts in improving the operating parameters and through improved clinker conversion ratio.

SHIPPING

Your Company acquired on 16th August, 2012 its 3rd Bulk Carrier (52489 DWT) M.V.Furness Australia renamed as M.V.Chennai Selvam. With the commissioning of power plants by the Company, the requirement to import coal has gone up considerably and the new acquisition will help in this context.

FOUNDER''S CENTENARY CELEBRATION

His Excellency the Governor of Tamil Nadu, Dr.K.Rosaiah, released the Commemorative Postage Stamp on 11th November, 2012, the birth Centenary of Shri T.S.Narayanaswami, a Founder of the Company.

SUBSIDIARIES

Pursuant to General Circular No.2/2011 No.51/12/2007-CL-III dated 08.02.2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has passed a resolution for sending the Balance Sheet of the Company without attaching a copy of the Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies namely Industrial Chemicals & Monomers Limited, ICL Financial Services Limited, ICL Securities Limited, ICL International Limited, Trishul Concrete Products Limited, Trinetra Cement Limited, Coromandel Electric Company Limited, India Cements Infrastructures Limited, PT. Coromandel Minerals Resources, Indonesia and Coromandel Minerals Pte. Limited, Singapore. However, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financials of the subsidiaries. The Company will make available these documents/details upon request by any member of the Company and its Subsidiaries interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept for inspection by any member at the Registered / Corporate Offices of the Company and its Subsidiary Companies.

TRINETRA CEMENT LIMITED

During the second full year of operations, the plant has achieved a clinker production of 8.92 Lakh Ts with a growth of 14% over that of previous year of 7.80 Lakh Ts. The cement production further improved to 11.38 Lakh Ts (10.07 Lakh Ts) while sale of cement went up to 11.28 Lakh Ts as against 10.08 Lakh Ts in the previous year. The operating parameters of power and fuel improved further during the year under review with the stabilized operations of the plant.

TRISHUL CONCRETE PRODUCTS LIMITED

During the year under review the company achieved a sale of 3.48 Lakh Cu.M. of Readymix Concrete as compared to 3.32 Lakh Cu.M. during the previous year. The turnover of the company for the year was Rs.121 Crores against Rs.117 Crores in the previous year and the profit after tax was at Rs.160 lakhs as compared to a loss of Rs.469 lakhs in the previous year.

COROMANDEL ELECTRIC COMPANY LIMITED

With continued availability of adequate natural gas for major part of the year, the plant was able to generate 193 Million KWH as against 198 Million KWH in the previous year. During the year the company has wheeled 116 million KWH of power to the Cement plants of your company in Tamilnadu and the balance power of 77 Million KWH to other Group Captive and Third party consumers through Intra State Open access. The total revenue earned by the company was at Rs.93.01 crores as against Rs.71.09 crores and the net profit after tax was at Rs.17.80 crores as compared to Rs. 12.48 crores in the previous year. The company maintained its dividend pattern of 9% on equity shares besides declaring dividend at the respective coupon rates for the participating / non-participating preference share capital. During the year the company has redeemed the Second / Third annual instalments of redeemable cumulative participating/non-participating preference shares on the due dates.

PT. COROMANDEL MINERALS RESOURCES, INDONESIA AND COROMANDEL MINERALS PTE. LIMITED, SINGAPORE

The Company''s investment in acquiring / developing coal mines is starting to yield results with the first shipment of coal taking place since the close of the financial year. Considering the difficult environment in which the company is operating, it will take a few months to stabilize the operations.

CONSOLIDATED FINANCIAL STATEMENTS

As prescribed by Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the audited consolidated financial statements of India Cements Group are annexed.

ASSOCIATE COMPANIES

COROMANDEL SUGARS LIMITED

Coromandel Sugars Limited has achieved a crushing of 7.94 lakh tonnes during the year under review, which was marginally lesser than the crushing of 8.01 lakh tonnes achieved in the previous year. The sugar recovery had also dropped to 9.44% as against 9.82% achieved in the previous year. The crushing and recovery were affected mainly because of severe drought in the region coupled with canal maintenance works undertaken by the Government, which have affected the standing crop.

The company has produced 74950 tonnes of sugar (78693 tonnes in the previous year) and sold 67188 tonnes (77836 tonnes in the previous year) including sale in the free market of 62542 tonnes.

During the year the power export was lower by 13.6% - 254 lakh KWH as against 294 lakh KWH in the previous year. This was mainly on account of deferring Boiler maintenance work, as the Company was contemplating to go in for new high pressure Boiler for increasing the co-gen capacity.

Despite lower crushing, lower recovery and reduced power export, as per the unaudited financials of the company, the earnings before Interest and Depreciation was higher at Rs.43.70 crores against Rs.42.99 crores in the previous year. Profit before Tax was maintained at Rs.22.78 crores as against Rs.23.00 crores in the previous year. This was possible because of the improved realization achieved in respect of all the products marketed by the Company.

INDIA CEMENTS CAPITAL LIMITED (ICCL)

The main focus of the company continues to be on various fund / fee-based activities such as, Full Fledged Money Changing [FFMC], Travel & Tours and Forex Advisory Services. The Company''s FFMC division has become Authorized Dealers-Category II. The wholly owned subsidiary viz. India Cements Investment Services Limited (ICISL) is in Stock Broking. The FFMC division operates out of 19 branches and Travels division operates at Chennai as an IATA accredited branch. The subsidiary ICISL has 18 branches. The gross income from operations of ICCL was Rs.427.51 lakhs and that of ICISL was Rs.166.19 lakhs for the year ended 31st March, 2013.

EXPANSION / MODERNISATION

The operations of the power plant at Sankarnagar got stabilized during the year under review and the additional 48 MW power plant at Vishnupuram is in the advanced stage of completion and likely to be commissioned by the first quarter of the current financial year.

PUBLIC DEPOSITS

The total amount of fixed deposits including cumulative deposits, which had not become due but outstanding as at 31st March, 2013 stood at Rs. 944.77 Lakhs. Deposits totalling Rs.61.63 Lakhs that matured for repayment were neither claimed by the Depositors nor instructions for renewal were received by the Company. Reminders were issued to the depositholders and since the close of the financial year ended 31st March, 2013, deposits aggregating to Rs.16.18 Lakhs out of the above have either been claimed and paid or have been renewed or transferred to Investor Education and Protection Fund.

CONSERVATION OF ENERGY

The prescribed details as required under Section 217(1)(e) of the Companies Act, 1956 are set out in the Annexure ''A''.

RESEARCH & DEVELOPMENT

During the year, your Company spent Rs.75.63 Lakhs towards revenue expenditure of the R&D department besides contributing a sum of Rs.74.65 Lakhs to National Council for Cement and Building Materials (NCCBM), which carries out research on behalf of the industry as a whole.

PERSONNEL

Industrial relations continued to remain cordial during the year.

DIRECTORS

With profound grief, the Board condoles the demise of Dr.B.S.Adityan and Mr.A.Sankarakrishnan, Directors of the Company, on 19th April, 2013 and 9th April, 2013 respectively. The Board records the excellent contribution made by Dr.B.S.Adityan and Mr.A.Sankarakrishnan during their tenure as directors.

Under Section 262 of the Companies Act, 1956, Mr.Basavaraju was appointed as a Director with effect from 14.02.2013 in the casual vacancy caused by withdrawal of nomination of Mr.V.Manickam by Life Insurance Corporation of India.

Mr.V.Manickam was appointed by the Board as additional director of the Company with effect from 14.02.2013. Under Article 103 of the Articles of Association of the Company, Mr.V.Manickam will hold his office up to the date of the ensuing Annual General Meeting and resolution for his election as director of the Company is included in the Notice dated 20th May, 2013 convening the 67th Annual General Meeting of the Company.

Under Article 109 of the Articles of Association of the Company, Mr.N.R.Krishnan and Mr.Arun Datta retire by rotation at the ensuing Annual General Meeting of the Company and they are eligible for re-appointment.

Brief particulars of Directors eligible for appointment / reappointment in terms of Clause 49 of Listing Agreement are annexed to the Notice dated 20th May, 2013 convening the 67th Annual General Meeting.

AUDITORS

Messrs. Brahmayya & Co. and P.S.Subramania Iyer & Co., Chennai, the Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment.

The statutory auditors have drawn attention to certain matters referred to in the respective financial notes which are self-explanatory and do not call for further elucidation.

COST AUDITOR

Mr.S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as Cost Auditor for the year 2013-14 subject to approval by the Government of India.

INTERNAL AUDITORS

Messrs. Capri, Gopalaiyer and Subramanian, Kalyanasundaram & Associates and Bala & Co., Chennai, have been appointed as Internal Auditors for the year 2013-14.

ACKNOWLEDGEMENT

The Directors are thankful to the Financial Institutions and the Bankers for their continued support. The Directors also thank the Central Government and the various State Governments for their support. The stockists continued their excellent performance during the year and the Directors are appreciative of this. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

On behalf of the Board

N.SRINIVASAN ARUN DATTA

Vice Chairman & BASAVARAJU

Managing Director R.K.DAS

N.R.KRISHNAN

V.MANICKAM RUPA GURUNATH

K.P.NAIR

Wholetime Director

Place :Chennai N.SRINIVASAN

Date :20th May, 2013 Directors


Mar 31, 2012

The Directors have pleasure in presenting their Sixtysixth Annual Report together with audited accounts for the year ended 31st March 2012.

Rs. in Crores For the year ended 31st March 2012 2011

FINANCIAL RESULTS

Profit before Interest & Depreciation 922.64 473.30

Less: Interest & Other charges 286.73 141.72

Less: Depreciation / Amortization 251.29 244.03

Less: Forex Fluctuation Loss / (Gain) 3.64 (2.32)

Profit Before Tax 380.98 89.87

Deferred Tax 50.24 5.00

Provision for Taxation (net) 37.77 16.77

Profit after Tax for the year 292.97 68.10

Add : Balance brought forward from last year 954.48 986.11

Less : Proposed dividend on Equity Capital (including Dividend Distribution Tax) 71.40 53.73

Less: Transfer to General Reserve 40.00 10.00

Less: Transfer to Contingency Reserve - 36.00

Less: Transfer to Debenture Redemption Reserve 47.58 -

Balance carried forward 1088.47 954.48

DIVIDEND

The Board of Directors has recommended a dividend of Rs.2/- on 30,71,76,747 equity shares of Rs.10/- each for the year ended 31st March, 2012 and proportionate dividend on shares having calls in arrears, as compared to Rs.1.50 per equity share for the year ended 31st March, 2011.

SHARE CAPITAL

The Company issued during the year 1,500 equity shares at a price of Rs.50/- per share (including premium of Rs.40/- per share) on exercise of options in terms of India Cements Employees Stock Option Scheme, 2006 (ESOS, 2006). Further, the Company has adjusted a dividend of Rs.1,055 towards calls in arrears. Consequently, the paidup equity share capital of the Company has increased to Rs.307,17,67,470 as on 31st March, 2012 comprising 30,71,76,747 equity shares of Rs.10/- each and 1,910 equity shares on which a sum of Rs.13,360 has been paidup. The balance amount of Rs.5,740 represents calls in arrears.

EMPLOYEES STOCK OPTION SCHEME

Details of options granted / exercised and other disclosures as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure 'G' to this Report.

No options have been granted under India Cements Employees Stock Option Scheme, 2007.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956.

"We confirm

1. That in the preparation of the accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed.

2. That such Accounting Policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis."

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given as addition to this report. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a report on Corporate Governance along with Auditors' Certificate of its compliance is included as part of the Annual Report and is given in Annexure 'C' and Annexure 'D' respectively. Further, a declaration on Code of Conduct signed by the Vice Chairman & Managing Director in his capacity as the Chief Executive Officer of the Company is given as Annexure 'E'.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A report on CSR activities is given in Annexure 'F'.

OPERATIONS COMPANY PERFORMANCE

The details relating to the performance of the Company have been outlined in the Management Discussion and Analysis Section. As mentioned therein while there was a marginal growth of 6.6% for cement demand on an all India basis, the Southern region registered practically nil growth during the year and had a negative growth of 3% upto December 2011. With substantial increase in capacity in the region, the overall capacity utilization was lesser than that of all India at 63% only in the South. Given the back drop of the tight market conditions, the cement production of the Company was lower than that of previous year.

The overall clinker production was at 71.95 lakh tons (76.34 lakh tons) while the grinding was at 94.63 lakh tons (99.80 lakh tons). The sale of cement was at 94.51 lakh tons as opposed to 99.32 lakh tons with a clinker sale of 0.76 lakh tons as compared to 0.32 lakh tons in the previous year.

With better selling prices prevailing, the total sales and other income for the year was higher at Rs.4222.69 crores registering a growth of 19% over that of previous year. The cost of production was higher on account of the increase in the prices of materials, fuel, power, transport charges and consequently the EBIDTA was at Rs.922.64 crores as compared to Rs.473.30 crores in the previous year. Interest charges were higher at Rs.286.73 crores as compared to Rs.141.72 crores in the previous year due to loans taken for redemption of FCCB and higher utilization of cash credit. The depreciation / amortization charges were marginally higher at Rs.251.29 crores as compared to Rs.244.03 crores due to higher capitalization. The foreign currency translation difference resulted in an expenditure of Rs.3.64 crores as compared to a gain of Rs.2.32 crores in the previous year. The provision for current tax was at Rs.37.77 crores (Rs.16.77 crores) while the deferred tax provision as per AS 22 was at Rs.50.24 crores as compared to Rs.5 crores in the previous year. The resultant profit after tax was at Rs.292.97 crores as compared to Rs.68.10 crores in the previous year.

The performance could have been better but for the bout of cost increases as detailed below:

a. Increase in wages due to All India Wage Settlement which along with the cost of living index by 356 points and this together with the increased provision for unavailed leave as per Accounting Standard 15.

b. Increase in the price of diesel during the year which impacted the inward and outward freight cost and raw material prices.

c. Increase in the price of coal by Singareni Colleries Ltd. from April 2011.

d. Fuller impact of increase in price of fly-ash by the state owned thermal plants in Tamil Nadu and Andhra Pradesh.

e. Fuller impact of power tariff increases by the State Electricity Boards in the previous year.

f. Depreciation of rupee against dollar impacting the coal price.

The improvement in selling price together with cost reduction initiatives taken in improving the operating parameters and improvement in blending ratio have more than offset the above cost increases.

The Company's Sankari cement factory was granted Licence for Quality Management Systems in accordance with IS/ISO 9001:2008 by the Bureau of Indian Standards, Chennai and that the said Licence would be valid from 28th November, 2011 to 27th November, 2014.

FOUNDER'S CENTENARY

The Birth Centenary of Sri T.S.Narayanaswami, one of the Founders of the Company, was celebrated on Friday, the 11th November, 2011 and in commemoration of the Centenary, Dr.B.S.Adityan, Director, unveiled the Portrait of Sri T.S.Narayanaswami at the Corporate Office and released a Special Issue of the Company's In-house Magazine 'Compass'. A sum of Rs.30 lakhs was donated on the occasion to Jeevan Blood Bank and Research Centre for stem cell banking.

SUBSIDIARIES

Pursuant to General Circular No.2/2011 No.51/12/2007-CL-III dated 08.02.2011 issued by the Ministry of Corporate Affairs, Government of India, the Company has passed a resolution for sending the Balance Sheet without attaching a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies namely Industrial Chemicals and Monomers Limited, ICL Financial Services Limited, ICL Securities Limited, ICL International Limited, Trishul Concrete Products Limited, Trinetra Cement Limited, Coromandel Electric Company Limited, PT. Coromandel Minerals Resources, Indonesia and Coromandel Minerals Pte. Limited, Singapore. However, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financials of the subsidiaries. The Company will make available these documents/details upon request by any member of the Company and its subsidiaries interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept for inspection by any member at the Registered / Corporate Offices of the Company and its Subsidiary Companies.

TRINETRA CEMENT LIMITED

The Company's 1.5 million tonne per annum cement plant which commenced its operations in January 2011 stabilised in stages and has crossed one million tonne mark in its first full year of operation. The captive power plant of the Company of 20 MW has since been commissioned towards end of the last quarter of the financial year. By creating necessary infrastructure through completion of the enhanced capacity of stacker and reclaimer and installation of the fly-ash handling system at Wankbhori Thermal Power Plant in Gujarat during the year the unit could achieve gradual increase in the capacity utilization.

TRISHUL CONCRETE PRODUCTS LIMITED

A Scheme of Amalgamation of Jubilee Cements Limited (JCL) with Trishul Concrete Products Limited (TCPL) was sanctioned by Hon'ble High Court of Judicature at Madras on 15.02.2012. The said Scheme became effective on 19.03.2012 on filing of the Court Order with Registrar of Companies, Chennai, Tamil Nadu. Consequent to the said Scheme Of Amalgamation, the shareholders of erstwhile JCL were allotted 5 equity shares of Rs.10/- each of TCPL for every equity share of Rs.10/- each of erstwhile JCL.

COROMANDEL ELECTRIC COMPANY LIMITED

Coromandel Electric Company Limited became a subsidiary during the year.

With continued availability of adequate natural gas, the plant was able to generate (net) 198 Million kwh (205 Million kwh) which was wheeled and used by the cement plants of your Company in Tamil Nadu. The generation could have been better but for the stoppage of the engines for upgradation of instrumentation/process control systems for nearly 20 days. The total revenue earned by the unit was at Rs.71.08 crores (Rs.64.44 crores) while the net profit after tax was at Rs.12.48 crores as compared to Rs.10.87 crores in the previous year. The Company maintained its dividend pattern of 9% on equity shares besides declaring dividend at the respective coupon rates for the participating/ non-participating preference share capital. During the year, the Company has redeemed the first / second annual instalments of redeemable cumulative participating/non-participating preference shares on the due dates.

PT. COROMANDEL MINERALS RESOURCES, INDONESIA AND COROMANDEL MINERALS PTE. LIMITED, SINGAPORE

The companies are in an advanced stage of commencing the mining in the coal concession acquired by the companies. The necessary infrastructure works - laying of roads and construction of bridges for facilitating the mining and transportation of coal are likely to be completed in the next two months. The mining contractor has already been appointed, who will commence the development of mines immediately after completion of the infrastructure work.

CONSOLIDATED FINANCIAL STATEMENTS

As prescribed by Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the audited consolidated financial statements of India Cements Group are annexed.

ASSOCIATE COMPANIES COROMANDEL SUGARS LIMITED

Coromandel Sugars Limited has achieved a record crushing of 8.01 lakh mts of sugarcane (7.84 lakh mts) during the year under review. Improved cane price paid to growers in the earlier season has increased area under sugarcane plantation. Consequent to higher cane availability during the season, the crushing is continued beyond financial year and it is expected till end May 2012. With expanded plant capacity of 4000 tonnes crushing per day (tcd) in place, higher sugarcane availability with reasonable sugar recovery was ensured and the Company was able to maintain the better performance than achieved during the earlier years.

Though the Company could achieve higher crushing vis-a-vis last year, it could produce marginally lesser volume of 78693 tonnes of sugar, as against 79757 tonnes in the earlier year, consequent to lower sugar recovery of 9.82% (10.17%). Further, the Company could export power to the grid of 294 lakh kwhs during the year compared to 297 lakh kwhs.

Sales and Other income have grown by 10% to Rs.228 crores mainly on account of increase in volume of free sale sugar of 72552 tonnes as compared to 64268 tonnes in the previous year and also on account of marginal increase in average free sale price realization.

Based on unaudited financials, the Profit before Interest and Depreciation was Rs.37.53 crores (Rs.35.85 crores) and Net Profit during the year was Rs.19.16 crores (Rs.23.03 crores). The net profit during the year was lesser due to the higher provision of interest of Rs.11.87 crores as against Rs.6.55 crores in the previous year.

INDIA CEMENTS CAPITAL LIMITED (ICCL)

The main focus of the Company continues to be on various fee-based activities such as, Full Fledged Money Changing [FFMC], Travel & Tours and Forex Advisory Services. The wholly owned subsidiary viz. India Cements Investment Services Limited (ICISL) is in Stock Broking. The FFMC division operates out of 20 branches and Travels division operates at Chennai as an IATA accredited branch. The subsidiary ICISL has 22 branches. The Gross Income from operations of ICCL was Rs.416.11 lakhs and that of ICISL was Rs.176.66 lakhs for the year ended 31st March, 2012.

EXPANSION / MODERNISATION

The upgraded new capacities at Chilamakur and Malkapur stabilized during the year and have come upto their targeted levels of outputs. The 48 MW power plant at Sankarnagar was commissioned in January 2012 and after stabilization the commercial production started from the end of March 2012.

PUBLIC DEPOSITS

The total amount of fixed deposits including cumulative deposits, which had not become due but outstanding as at 31st March, 2012 stood at Rs.1346.02 Lakhs. Deposits totalling Rs.26.67 Lakhs that matured for repayment were neither claimed by the Depositors nor instructions for renewal were received by the Company. Reminders were issued to the depositholders and since the close of the financial year ended 31st March, 2012, deposits aggregating to Rs.5.32 Lakhs out of the above have either been claimed and paid or have been renewed or transferred to Investor Education and Protection Fund.

CONSERVATION OF ENERGY ETC.

The prescribed details as required under Section 217(1)(e) of the Companies Act, 1956 are set out in the Annexure 'A'.

RESEARCH & DEVELOPMENT

During the year, your Company spent Rs.66.38 Lakhs towards revenue expenditure of the R&D department besides contributing a sum of Rs.70.97 Lakhs to National Council for Cement and Building Materials (NCCBM), which carries out research on behalf of the Industry.

PERSONNEL

Industrial relations continued to remain cordial during the year.

DIRECTORS

Housing and Urban Development Corporation Limited (HUDCO) vide its letter No.Co.Sec./Nominee Director/2011 dated 07.12.2011 withdrew the nomination of Sri K.Subramanian on the Board of our Company. The Board expresses its appreciation of the valuable contribution made by Sri K.Subramanian during the tenure of his Directorship.

Under Article 109 of the Articles of Association of the Company, Sri N.Srinivasan (F&R), Sri V.Manickam and Sri A.Sankarakrishnan retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

The Board has reappointed Sri N.Srinivasan as Managing Director for a period of 5 years from 15th September, 2012 and resolutions for approval of his reappointment and terms of reappointment have been included in the notice convening the Sixtysixth Annual General Meeting of the Company.

Brief particulars of Directors eligible for reappointment in terms of Clause 49 of the Listing Agreement are annexed to the Notice dated 25th April, 2012 convening the 66th Annual General Meeting.

AUDITORS

Messrs Brahmayya & Co. and P.S.Subramania Iyer & Co., Chennai, the Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment.

COST AUDITOR

Sri S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as Cost Auditor for the year 2012-13 subject to approval by the Government of India.

INTERNAL AUDITORS

Messrs Capri, Gopalaiyer & Subramanian, Kalyanasundaram & Associates and Bala & Co., Chennai, have been appointed as Internal Auditors for the year 2012-13.

ACKNOWLEDGEMENT

The Directors are thankful to the Financial Institutions and the Bankers for their continued support. The Directors also thank the Central Government and the various State Governments for their support. The stockists continued their excellent performance during the year and the Directors are appreciative of this. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

On behalf of the Board

N.Srinivasan Rupa Gurunath

Vice Chairman & Managing Director Wholetime Director

Place : Chennai N.Srinivasan

Date :25th April, 2012 Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Sixtyfifth Annual Report together with audited accounts for the year ended 31st March 2011.

Rs. in Crores For the year ended 31st March

2011 2010

FINANCIAL RESULTS

Profit before Interest & Depreciation 473.30 863.51

Less: Interest & Other Charges 141.72 142.64

Less: Depreciation 244.03 233.12

Less: Forex Fluctuation Loss/(Gain) (2.32) (43.57)

Add: Transfer from Share Premium - 13.28

Less: Shares/Bond issue expenses - 13.28

Profit before Tax 89.87 531.32

Deferred Tax 5.00 13.66

Provision for Taxation (net) 16.77 163.32

Profit after Tax 68.10 354.34

Add: Balance brought forward from last year 986.11 823.41

Less: Dividend proposed on Equity Capital (including Dividend Distribution Tax) 53.73 71.64

Less: Transfer to General Reserve 10.00 70.00

Less: Transfer to Contingency Reserve 36.00 50.00

Balance carried in Profit & Loss A/c 954.48 986.11



DIVIDEND

The Board of Directors has recommended a dividend of Rs.1.50 per equity share of Rs.10/- each on 30,71,74,910 equity shares of Rs.10/- each for the year ended 31st March, 2011 and proportionate dividend on shares having calls in arrears.

SHARE CAPITAL

The Company issued during the year 1500 equity shares at a price of Rs. 50/- per share (including premium of Rs. 40/- per share) on exercise of options in terms of India Cements Employees Stock Option Scheme, 2006 (ESOS 2006). Further, the Company received during the year calls in arrears of Rs. 4746. Consequently, the paidup equity share capital of the Company has increased to Rs.307,17,64,775 as on 31st March, 2011 comprising 30,71,74,910 equity shares of Rs. 10/- each and 2247 equity shares on which a sum of Rs.15,675 has been paidup. The balance of Rs.6,795 represents calls in arrears.

REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

The Company redeemed fully all the outstanding Foreign Currency Convertible Bonds on the maturity date i.e., 12th May, 2011.

EMPLOYEE STOCK OPTION SCHEME

Details of options granted / exercised and other disclosures as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure ‘F' to this Report.

Messrs. Brahmayya & Co., Statutory Auditors of the Company have certified that the aforesaid Scheme has been implemented in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the resolutions passed by the members approving the Scheme.

No options have been granted under India Cements Employees Stock Option Scheme, 2007.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' responsibility.

We confirm

1. That in the preparation of the accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed.

2. That such Accounting Policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March, 2011 have been prepared on a going concern basis."

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given as addition to this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a report on Corporate Governance along with Auditors' Certificate of its compliance is included as part of the Annual Report and is given in Annexure ‘C' and Annexure ‘D' respectively. Further, a declaration on Code of Conduct signed by the Vice Chairman & Managing Director in his capacity as the Chief Executive Officer of the Company is given as Annexure ‘E'.

OPERATIONS

COMPANY PERFORMANCE

The details relating to the Company's performance have been set out in the Management Discussion and Analysis section. The year under review had the full benefit from the upgraded kiln at Vishnupuram Plant and the enhanced capacity of Malkapur Plant but given the tight market conditions the overall production was lower than that of previous year. The clinker production of your company stood at 76.34 Lakh Ts (86.82 Lakh Ts) while the cement grinding was at 99.80 Lakh Ts (104.94 Lakh Ts). The sale of cement was at 99.32 Lakh Ts (105.01 Lakh Ts) while the clinker sale was lower at 0.32 Lakh Ts (4.63 Lakh Ts).

The total sales and other income for the year under review was lower at Rs.4011.34 Crores against Rs.4221.69 Crores in the previous year registering a drop of 5% . As informed elsewhere the cement price declined substantially in the third quarter and has started recovering from the fourth quarter. In addition there was substantial increase in cost of production due to increase in the price of raw materials, power, fuel and other operating expenses and consequently the operating profit was lower at Rs.473.30 Crores as compared to Rs.863.51 Crores in the previous year. Interest charges were marginally lower at Rs.141.72 Crores (Rs.142.64 Crores) while depreciation was at Rs.244.03 Crores as compared to Rs.233.12 Crores in the previous year. The resultant profit before tax and exceptional items was lower at Rs.87.55 Crores as against Rs.487.75 Crores recorded in the previous year. The foreign exchange translation difference as per AS 11 resulted in an exceptional income of Rs.2.32 Crores (Rs.43.57 Crores), the provision for current tax liability is at Rs.16.77 Crores against Rs.163.32 Crores in the previous year. The deferred tax provision as per AS 22 resulted in a liability of Rs.5 Crores against Rs.13.66 Crores in the previous year and consequent profit after tax was at Rs.68.10 Crores against Rs.354.34 Crores in the previous year.

Substantial impact was felt due to cost push on account of various factors as follows:- a) Increase in wages due to All India Wage settlement which together with the increase in cost of living index by 446 points coupled with revision in the minimum wages payable to contract workmen and retirement benefits meant an additional outgo of Rs.13 Crores which was offset to a certain extent by the reduction in provision for unavailed leave as per Accounting Standard 15.

b) Fuller impact of increase in royalty on limestone done in the previous year.

c) Increase in the price of diesel during the year.

d) Fuller impact of increase in Excise Duty on cement to 10% from 8% in March 2010.

e) Increase in the price of fly-ash by the state owned thermal plants in Tamil Nadu in phases from Rs.60 per Tonne to Rs.350 per Tonne.

f) Increase in the electricity tariff of Tamil Nadu and Andhra Pradesh Electricity Boards.

g) Increase in the administered price of gas resulting in higher cost of generation.

All these together with the fuller impact of such revisions in the previous year impacted the cost of production substantially which could not be passed on fully due to the tight market conditions.

SETTING UP OF INFRASTRUCTURE DIVISION

Considering the enormous scope for infrastructure development in the country, which incidentally will boost cement consumption, the company during the year initiated steps to set up a division for infrastructure activities. The Division is in the process of finalizing the main areas of focus and is likely to commence activities during the current year.

SUBSIDIARIES

Pursuant to General Circular No.2/2011 No.51/12/2007-CL-III dated 08.02.2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has passed a resolution for sending the Balance Sheet without attaching a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies namely Industrial Chemicals & Monomers Limited, ICL Financial Services Limited, ICL Securities Limited, ICL International Limited, Trishul Concrete Products Limited, Trinetra Cement Limited, PT. Coromandel Minerals Resources, Indonesia and Coromandel Minerals Pte. Limited, Singapore. However, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financials of the subsidiaries. The Company will make available these documents/details upon request by any member of the Company and its subsidiaries interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept for inspection by any member at the Registered / Corporate Offices of the Company and its Subsidiary Companies.

TRINETRA CEMENT LIMITED (FORMERLY INDO ZINC LIMITED)

The company's 1.5 million tonnes cement plant in Banswara District, Rajasthan has commenced the commercial production in end January 2011.

The company is in an advanced stage of completing a 20 mw captive power plant, which is expected to be commissioned by September 2011. In addition to this, the company is also in the process of enhancing the capacity of Limestone Stacker Reclaimer and commissioning of Fly-ash Handling System at Wankbhori Thermal Power Station. These projects are expected to be completed during the next six months.

COROMANDEL MINERALS PTE. LIMITED

The Company has invested US$ 5 million for purchase of 70,11,500 ordinary shares of Coromandel Minerals Pte. Limited (CMPL), Singapore representing 99.99% of its share capital, making CMPL a subsidiary. This company has acquired a coal concession in Indonesia and is in an advanced stage of getting various approvals for commencing the mining. In the meanwhile, the company has initiated steps to create necessary infrastructure – laying of roads and construction of bridges for facilitating the mining and transportation of coal.

CONSOLIDATED FINANCIAL STATEMENTS

As prescribed by Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the audited consolidated financial statements of India Cements Group are annexed.

ASSOCIATE COMPANIES

COROMANDEL SUGARS LIMITED

Coromandel Sugars Ltd., has achieved record crushing of 7.84 Lakh Ts (5.28 Lakh Ts) during the year under review. The sugar recovery stood at 10.17% as was in previous year. It may be noted that higher cane availability during the season continued till April 2011 resulting in total crushing of 8.50 lakh tonnes for the season 2010-11. Improved cane price paid to growers in the earlier season has motivated the growers to up the area under sugarcane plantation by over 60%. With expanded plant capacity of 3500 tonnes crushing per day (tcd) in place, higher sugar cane availability with reasonable sugar recovery, the company was able to maintain the excellent performance achieved during the earlier years.

The company has produced 79757 Tonnes of sugar (53634 Tonnes), molasses of 35226 tonnes (23983 mts) and exported power to the grid of 297 lakh kwh (200 lakh kwh). Sales turnover rose by 40% to Rs.215 crores (Rs.153 crores). Sales volume increased by 41% for sugar, 70% for molasses and 49% for Power. However, the free sale sugar price realization has dropped by 6% to Rs.2602 per quintal while in the case of molasses realization fell by 52% to Rs.2915 per Tn as compared to previous year.

Based on unaudited financials, the Profit Before Interest and Depreciation has marginally dropped to Rs.36.25 cr (Rs.36.71 cr). Profit Before Tax for the year was lower at Rs.23.41 cr. (Rs.25.25 cr.). Profit from the improved operational efficiency achieved during the year was partly offset by drop in sales price realization.

INDIA CEMENTS CAPITAL LIMITED (ICCL)

The main focus of the Company continues to be on various fee-based activities such as, Full Fledged Money Changing [FFMC], Travel & Tours and Forex Advisory Services. The wholly owned subsidiary viz. India Cements Investment Services Limited (ICISL) is in Stock Broking. The FFMC division operates out of 27 branches and Travels division operates at Chennai as an IATA accredited branch. The subsidiary ICISL has 31 branches. The Gross income from operations of ICCL was Rs.487.38 lakhs and that of ICISL was Rs.243.05 lakhs for the year ended 31st March, 2011.

COROMANDEL ELECTRIC COMPANY LIMITED (CECL)

Due to additional availability of natural gas during the year, the Company was able to generate 205 Million units of power as compared to 170 million units in the previous year, which was wheeled and used at the cement plants of your Company in TamilNadu. The total revenue earned by the Company during the year was Rs.64.42 Crores (Provisional) as against Rs.44.78 Crores in the previous year and net profit after tax was Rs.10.81 Crores (Provisional) against the previous year figure of Rs.8.42 Crores. The Company maintained its dividend pattern of 9% on equity shares besides declaring dividend at the respective coupon rates for the participating / non-participating preference share capital. During the year the Company has redeemed the first annual instalment of redeemable cumulative participating / non-participating preference shares on the due dates.

CURRENT PERFORMANCE

The cement market was sluggish during the month of April 2011 registering a dip in the overall consumption for the country as a whole (as per information furnished by CMA). The market registered a negative growth of 1.8% for the month which was more pronounced in the markets of your company in South, which registered a dip of 8.8%. This with the huge capacity increase in the South necessitated a lower capacity utilization with the industry in the South registering a capacity utilization of 63% in the month of April 2011. Given such a backdrop, your company's capacity utilization of 71% can be considered to be satisfactory. The overall clinker production was lower at 5.96 Lakh Ts (7.54 Lakh Ts) and the cement grinding was at 8.27 Lakh Ts (9.54 Lakh Ts). The operating parameters of power and fuel were kept under check despite the lower capacity utilization for the month under review.

EXPANSION / MODERNISATION

The upgradation of capacity at Chilamakur to 4500 Tonnes per day was completed during the month of June 2010 and after initial teething troubles the plant has been stabilizing at higher levels of production.

PUBLIC DEPOSITS

The total amount of fixed deposits including cumulative deposits, which had not become due but outstanding as at 31st March, 2011 stood at Rs.1,503.94 Lakhs. Deposits totalling Rs.49.12 Lakhs that matured for repayment were neither claimed by the Depositors nor instructions for renewal were received by the Company. Reminders were issued to the depositholders and since the close of the financial year ended 31st March, 2011, deposits aggregating to Rs.9.43 Lakhs out of the above have either been claimed and paid or have been renewed or transferred to Investor Education and Protection Fund.

CONSERVATION OF ENERGY ETC.

The prescribed details as required under Section 217(1)(e) of the Companies Act, 1956 are set out in the Annexure "A".

RESEARCH & DEVELOPMENT

During the year, your Company spent Rs.50.32 Lakhs towards revenue expenditure of the R&D department besides contributing a sum of Rs.74.72 Lakhs to National Council for Cement and Building Materials (NCCBM), which carries out research on behalf of the industry.

PERSONNEL

Industrial relations continued to remain cordial during the year.

DIRECTORS

Under Article 109 of the Articles of Association of the Company, Dr.B.S.Adityan, Mr.K.Subramanian and Mr.R.K.Das retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

Brief particulars on Directors eligible for reappointment in terms of Clause 49 of Listing Agreement are annexed to the Notice dated 30th May 2011 convening the 65th Annual General Meeting.

AUDITORS

Messrs. Brahmayya & Co. and P.S.Subramania Iyer & Co., Chennai, the Auditors of the Company, retire at the ensuing Annual General meeting and are eligible for reappointment.

With regard to the observation of the Auditors in Clause 4(f) of the Auditors' Report dated 30th May, 2011 on payment and provision of managerial remuneration in excess of the prescribed limit, the Company is making an application to the Government of India for approval in terms of the provisions of the Companies Act, 1956.

COST AUDITOR

Mr.S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as Cost Auditor for the year 2011-12 subject to approval by the Government of India.

INTERNAL AUDITORS

Messrs. Capri, Gopalaiyer & Subramanian & Co., Kalyanasundaram Associates and Bala & Co., Chennai, have been appointed as Internal Auditors for the year 2011-12.

CORPORATE SOCIAL RESPONSIBILITY

The Company has continued, during the year, its active involvement for improvement of socio-economic conditions and bringing about development of infrastructure, human resources, environment, sports and cultural activities in its neighbourhood. In fact, the Company's CSR activities encompass as on date 108 Villages in 14 Talukas of 13 Districts in the four States namely, Tamil Nadu, Andhra Pradesh, Rajasthan and Maharashtra, where our cement plants are situated and have benefited nearly one lakh people.

There is all-round appreciation of Company's CSR activities in the neighbourhood of its plants and the media. The already prevalent cordiality between the plants and the local communities has only increased. The rapport between the Governmental agencies and the plants has also improved as a result of conscious and demonstrable development of neighbourhood of Company's plants.

The Company has brought out a booklet ‘Enriching Lives – A Vision Beyond Cement' which has been received very well by the public and the governmental agencies.

The Company plans to increase its focus in future on education and community health related activities to make a discernible difference in the lives of people living in its neighbourhood.

CHENNAI SUPER KINGS

Chennai Super Kings, the cricket team of the Chennai cricket franchise owned by your company continues to add shareholder value with its outstandingly consistent performance. Besides winning the Champions League in 2010 whereby completing a Cup and League double, your team has been crowned champions for the second year in succession in the just concluded IPL 2011. It has also won the Fair Play Award for 2011 – third time in four years exemplifying the team's underlying philosophy. The fact that the latest entrants to IPL 2011 have had to pay nearly Rs.1700 Crores for Franchise rights is an indication of what brand valuation your most successful franchise presently commands.

ACKNOWLEDGEMENT

The Directors are thankful to the Financial Institutions and the Bankers for their continued support. The Directors also thank the Central Government and the various State Governments for their support. The stockists continued their excellent performance during the year and the Directors are appreciative of this. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

On behalf of the Board

N.Srinivasan Rupa Gurunath

Vice Chairman & Managing Director Wholetime Director

N.Srinivasan Director

Place : Chennai

Date : 30th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Sixtyfourth Annual Report together with audited accounts for the year ended 31st March 2010.

Rs. in Crores For the year ended 31st March 2010 2009 FINANCIAL RESULTS Profit before interest & Depreciation 863.51 1043.20 Less: Interests Other Charges 142.64 112.15 Less: Depreciation 233.12 203.32 Less: Forex Fluctuation Loss/(Gain) (43.57) 79.43 Add: Transfer from Share Premium 13.28 - Less: Shares/Bond issue expenses 13.28 - Profit before Tax 531.32 648.30 Fringe Benefit Tax - 4.78 Deferred Tax 13.66 29.89 Provision for Taxation (net) 163.32 181.45 Profit after Tax 354.34 432.18 Add: Baiance brought forward from last year 823.41 527.32 Less: Dividend proposed on Equity Capital (including Dividend Distribution Tax) 71.64 66.09 Less: Transfer tc General Reserve 70.00 70.00 Less: Transfer to Contingency Reserve 50.00 - Balance carried in Profit & Loss A/c 986.11 823.41

DIVIDEND

The Board of Directors has recommended a dividend of Rs.2/- per equity share of Rs.10/- each on 30,71,72,765 equity shares of Rs.10/- each outstanding as on date. The Board has also recommended payment of such dividend reduced proportionately to the amount paid up on shares on which there are calls in arrears.

SHARECAPITAL

The paid up equity share capital of the Company has increased to Rs.307.18 crore as on 31st March, 2010 comprising of 30,71,75,657 equity shares of Rs. 10/- each on issue of 1,49,750 equity shares at a price of Rs.50/- per share (including premium of Rs.40/- per share) during 2009-10 on exercise of options in terms of India Cements Employees Stock Option Scheme, 2006 (ESOS, 2006) and consequent to issue of 2,45,94,000 equity shares of Rs.10/- each at a price of Rs.120.20 per share (including premium of Rs.110.20 per share) by way of Qualified Institutional Placement (QIP) made in March 2010..

EMPLOYEE STOCK OPTION SCHEME

Details of options granted / exercised and other disclosures as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the AnnexureJF to this Report.

Messrs. Brahmayya & Co., Statutory Auditors of the Company have certified that the aforesaid Scheme has been implemented in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the resolutions passed by the-members approving the Scheme.

No options nave been granted so far under India Cements Employees Stock Option Scheme, 2007.

DIRECTORSRESPONSIBILITY STATEMENT

The Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 with respect to Directors responsibility. "We confirm

1. That in the preparation of the accounts for the year ended 31 st March, 2010, the applicable Accounting Standards have been followed.

2. That such Accounting Policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2010 and of the profit of the Company for the year ended on that date, /

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31 st March, 2010 have been prepared on a going concern basis."

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given as addition to this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a report on Corporate Governance along with Auditors Certificate of its compliance is included as part of the Annual Report and is given in Annexure C and Annexure D respectively. Further, a declaration on Code of Conduct signed by the Managing Director in his capacity as the Chief Executive Officer of the Company is given as Annexure E.

OPERATIONS

COMPANY PERFORMANCE

The performance of the company has been discussed in detail in the Management Discussion and Analysis section. The steps taken by the company to enhance the capacity yielded results in the form of increased production of clinker and cement during the year. The second line at Malkapur and the upgraded kiln-1 at Vishnupuram quickly stabilized during the year. The Parli Grinding Unit which was commissioned towards the end of the previous year also contributed for the overall improvement. The clinker production of the company was at 86.82 Lakh Ts (69.83 Lakh Ts), cement production was at 104.94 Lakh Ts (91.11 Lakh Ts) while the cement sales was at 105 Lakh Ts (91.18 Lakh Ts). There was also a clinker sale of 4.63 Lakh Ts (0.02 Lakh Ts) during the year under review.

Sales and other income for the year ended 31st March 2010 was at Rs.4221.69 Crores as against Rs. 3954.53 Crores in the previous year, registering an increase of 6.8%. The cement prices which were firm during the first two quarters declined due to reasons mentioned elsewhere in the report during the third quarter but has started recovering slowly from the month of February 2010 onwards. Cost push was felt in the form of increase in the price of raw materials, power and other operating expenses and consequently the operating profit was lower at Rs. 863.51 Crores against Rs. 1043.20 Crores in the previous year. The interest charges were higher at Rs. 142.64 Crores against Rs.112.15 Crores in the previous year while the depreciation charges amounted to Rs. 233.12 Crores against Rs.203.32 Crores due to higher capitalization. Consequently the net profit before tax was lower at Rs. 487.75 Crores against Rs.727.64 Crores in the previous year.

The foreign exchange translation difference as per AS 11 has resulted in an exceptional income of Rs. 43.57 Crores against an expense of Rs.79.43 Crores in the previous year. The provision for current tax liability works out to Rs. 163.32 Crores (Rs.181.45 Crores). The deferred tax provision as per AS 22 resulted in a liability of Rs. 13.66 Crores (Rs.29.89 Crores) while there was no Fringe Benefit Tax during the year (Rs.4.78 Crores). Consequently the profit after tax was Rs. 354.34 Crores against Rs.432.18 Crores in the previous year.

The year under review witnessed substantial increase in cost of production on account of various factors which include the following:-

a) Increase in wages to workmen due to increase in cost of living index by 329 points which along with increase in the salaries of management staff in line with the industry together with the provision for unavailed leave as per AS 15 accounted for additional outgo of Rs.51 Crores.

b) Revision in the minimum wages payable for the contract workmen.

c) Increase in royalty on limestone from Rs.45/Tn to Rs.63/Tn with effect from August09.

d) Increase in the price of petroleum products namely Diesel.

e) Increase in power generation and purchase of power from alternate sources due to power cut and restriction of power resulting in higher overall cost of power. •

f) Increase in Excise Duty on cement to 10% from 8%.

All this together with the residual impact of such increases in the previous year substantially impacted the cost, which was partially offset through increased blended cement tonnage and through contribution from higher volume of production.

SUBSIDIARIES

INDO ZINC LIMITED (IZL)

ICL Financial Services Limited (ICLFSL), the Companys wholly owned subsidiary, acquired 12.97% of equity shares in IZL and entered into an agreement with the promoters for purchase of another 39.73% of equity share capital. Since IZL was a listed Company, an open offer was made to non-promoter shareholders of IZL for acquiring their holdings in IZL subject to amaximum of 20% under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (Takeover Code). All the formalities under the Takeover Code have been completed and ICLFSL presently holds 60.89% of equity share capital of IZL (including 8.19% acquired under open offer) and IZL became a subsidiary of ICLFSL, thereby becoming the stepdown subsidiary of your Company.

IZL is presently implementing a project involving construction of an 1.5 million tonne cement plant in Rajasthan. The project is expected to be commissioned in July 2010.

PT. COROMANDEL MINERALS RESOURCES

The company has set up this subsidiary in Indonesia for acquiring coal concessions. Pending acquisition of coal mines, the company is yet to commence operations. However, the company is in discussion with various concession owners for acquiring coal mines.

The Company has been exempted by the Central Government vide its letter No. 47/236/2010-CL-lll dated 21.4.2010 under Section 212 (8) of the Companies Act, 1956, from attaching a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies namely Industrial Chemicals & Monomers Limited, ICL Financial Services Limited, ICL Securities Limited," ICL International Limited, Trishul Concrete Products Limited, Indo Zinc Limited and PT: Coromandel Minerals Resources, Indonesia. However, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of the subsidiaries. The Company will make available these documents/details upon request by any member of the Company and its subsidiaries interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept for inspection by any member at the Registered/Corporate Offices of the Company and its Subsidiary Companies.

CONSOLIDATED FINANCIAL STATEMENTS

As prescribed by Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the audited consolidated financial statements of India Cements Group are annexed.

ASSOCIATE COMPANIES COROMANDEL SUGARS LIMITED

During the year ended March 31,2010, Coromandel Sugars Ltd has achieved the highest Profit before tax of Rs.26.92 crores (unaudited), since commissioning of the plant. Despite the lowef crushing of 5.28 lakh tonnes of sugarcane during the year as against 5.63 lakh tonnes in the earlier year, this was possible, primarily because of significant increase in the market price for sugar and molasses and also due to higher sugar recovery of 10.17% achieved as against 9% in the earlier year.

The company has produced 53634 tonnes of sugar (50677 tonnes) and molasses of 23653 tonnes (29824 tonnes). Power exported to grid was marginally lower at 200 lakh kwh as against 212 lakh kwh in the previous year, due to lower crushing. Sugar Sales volume fell by over 12%, i.e., from 60167 tonnes in the previous year to 52723 tonnes in the current year, while molasses sales volume dropped by over 32%, i.e., from 30568 tonnes in the previous year to 20766 tonnes during the year under review. Despite lower sales volume of Sugar and Molasses, total gross revenue of the company increased by 25% to an all time high of Rs. 153.17 cr(Rs.122.17 cr). It may be noted that due to shortage of sugar cane, there was stiff competition among mills resulting in higher Cane price of Rs.1950 per tonne (Rs.1250/tonne). Based on unaudited financial, the Earnings before Interest and Depreciation was higher at Rs. 38.38 cr(Rs. 15.98 cr). Profit Before Tax for the year was Rs.26.92 cr. (Rs.2.85 cr.).

INDIA CEMENTS CAPITAL LIMITED (ICCL)

The main focus of the Company continues to be on various fee-based activities such as, Full Fledged Money Changing [FFMC], Travel & Tours and Forex Advisory Services. The wholly owned subsidiary viz. India Cements Investment Services LiTnited (ICISL) is in Stock Broking. The FFMC division operates out of 29 branches and Travels division operates at Chennai as an IATA accredited branch. The subsidiary ICISL has 25 branches. The Gross income from operations of ICCL was Rs.990.66 lakhs and that of ICISL was Rs.245.37 lakhs for the year ended 31st March, 2010.

COROMANDEL ELECTRIC COMPANY LIMITED (CECL)

Due to higher gas availability during the last quarter of the year, the company was able to generate 170 million units of power as compared to 163.6 million units in the corresponding period of previous year, which was wheeled and used at the cement plants of your company in Tamil Nadu. The total revenue earned by the company during the year was Rs.44.78 Crores (Provisional) (45.33 Crores) and net profit after tax was Rs.8.44 Crores (Provisional) (Rs.6.66 Crores). The company maintained its dividend pattern of 9% on equity shares besides declaring dividend at the respective coupon rates for the participating / non-participating preference share capital.

EXPANSION / MODERNISATION

Most of the ongoing expansion programmes have been completed towards the end of the previous financial year. The upgraded capacity of the kiln-1 at Vishnupuram commissioned in March 2009 stabilised quickly and has been operating to its enhanced production levels. The expansion of Kiin-2 at Malkapur after initial trial runs has also stabilized earlier than expected and has been running to capacity. The Parli Grinding Unit has started producing cement from the month of May 09 and had to face initial bottlenecks in the form of evacuation problems being a new location. The problem has since been overcome and the plant has started grinding to its full levels. The upgradation of the capacity at Chilamakur to 4500 TPD has been delayed by nearly 6 months and is expected to be completed by the first quarter of FY 2011.

PUBLIC DEPOSITS

The total amount of fixed deposits including cumulative deposits, which had not become due but outstanding as at 31st March, 2010 stood at Rs.1,285.85 Lakhs. Deposits totalling Rs.41.11 Lakhs that matured for repayment were neither claimed by the Depositors nor instructions for renewal were received by the Company. Reminders were issued to the deposit holders and since the close of the financial year ended 31st March, 2010, deposits aggregating to Rs.11.36 Lakhs out of the above have either been claimed and paid or have been renewed or transferred to Investor Education and Protection Fund.

CONSERVATION OF ENERGY ETC.

The prescribed details as required under Section 217(1)(e) of the Companies Act, 1956 are set out in the Annexure A.

RESEARCH & DEVELOPMENT

During the year, your Company spent Rs.51.81 Lakhs towards revenue expenditure of the R&D department besides contributing a sum of Rs.78.72 Lakhs to National Council for Cement and Building Materials (NCCBM), which carries out research on behalf of the industry.

PERSONNEL

Industrial relations continued to remain cordial during the year.

In terms of the provisions of Section 217(2A) ofthe Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are to be annexed to the Directors Report. However, as per the provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto.

DIRECTORS

Mr.N.Ramachandran resigned as Executive Director and Director with effect from 12th August, 2009. The directors record their appreciation of the valuable contribution made by Mr.N.Ramachandran during his tenure as non-executive director and later as Executive Director of the Company.

IDBI Bank Limited appointed Mr.K.P.Nair on the Board of the Company with effect from 14.10.2009 in the casual vacancy caused by withdrawal of nomination of Mr.Arun Datta.

Mr.Arun Datta and Mrs.Chitra Srinivasan were appointed by the Board as additional directors of the Company with effect from 28.10.2009 and 05.03.2010 respectively. Under Article 103 of the Articles of Association of the Company, Mr.Arun Datta and Mrs.Chitra Srinivasan will hold their offices upto the date of the ensuing Annual General Meeting and resolutions for their election as directors of the Company are included in the Notice dated 30th April, 2010 convening the 64th Annual General Meeting of the Company.

Ms.Rupa Gurunath was appointed as a wholetime director effective from 5th March, 2010 for a period of 5 years on terms recommended by the Remuneration Committee of the Board. A resolution for the approval of her appointment as a wholetime "director is included in the Notice dated 30th April, 2010 convening the 64th Annual General Meeting of the Company,

Under Article 109 of the Articles of Association of the Company, Mr.V.Manickam, Mr.A.Sankarakrishnan and Mr.N.R.Krishnan retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

Information on Directors eligible for appointment / reappointment in terms of Clause 49 of Listing Agreement is annexed to the Notice dated 30th April, 2010 convening the 64th Annual General Meeting.

AUDITORS

Messrs. Brahmayya & Co and P.S.Subramania Iyer & Co., Chennai, the Auditors of the Company, retire at the ensuing Annual General meeting and are eligible for reappointment.

Sam Services of Mr.S.A.Muraliprasad, Cost Accountant, Chennai has been appointed as Cost Auditor for the year 2010-11 subject to approval by the Government of India. J

CORPORATE SOCIAL RESPONSIBILITY

Your Company is one of the few Companies in the country which have taken a number of initiatives for community development right from inception.

It spends approximately a sum of Rs.375 lakhs annually for imparting education at its colleges and schools. The following deserve special mention.

A Balavidyalaya was started in Sankarnagar, Tirunelveli District as early as in 1952. Sankar Higher Secondary School was started in Sankarnagar in 1957. The school has today 1900 students.

A Polytechnic College was started in Sankarnagar in 1958. The College has evolved into one of the best polytechnics in the country and celebrated its Golden Jubilee in 2008.

The other plants of the Company namely Sankaridurg and Dalavoi in Tamil Nadu and Chilamakur, Vishnupuram and Malkapur in Andhra Pradesh also have matriculation and higher secondary schools imparting education in all to about 2669 students.

A College by name T.S.Narayanaswami College of Arts and Science was started in 1996 at Navalur near Chennai. It is a postgraduate College offering affordable education to about 950 students - mostly from the lower strata of society.

Besides assisting schools run by the Company, India Cements has been helping other educational institutions also. Nearly 50 such schools have benefited in the recent.past by having their infrastructure strengthened.

Besides education, India Cements has been donating liberally for the construction and renovation of .temples, mosques and churches. The donation made by the Company for these and other purposes during the last 5 years is Rs.90 lakhs per annum on an average.

The Company contributed liberally to alleviate the sufferings of people affected by earthquake in Gujarat, floods in Andhra Pradesh and tsunami in Tamil Nadu in the recent past.

In the matter of healthcare, India Cements is second to none in taking proactive steps for supporting primary health centres.-Conducting of medical camps has been another major area and at least 7500 people have been covered by health camps.

The importance your Company attaches to Corporate Social Responsibility (CSR) can be gleaned from the fact that an exclusive department consisting of 6 executives has been established at the Corporate Office and a CSR policy was .officially adopted on 1st April, 2009. The policy is based on the globally accepted Triple Bottom Approach, which is an initiative to create new value to Economic, Environmental and Social issues. The policy specifies 6 sectors namely socio-economic and cultural, infrastructure, health, human development and capacity building for self- employment, environment, sports and recreation.

In the year 2009-10, in the aforesaid 6 sectors, the cement plants of the Company have carried out nearly 40 different specific activities like health camps, veterinary camps, provision of drinking water and other infrastructure to the Government schools in the nearby villages, repairing and provision of infrastructure facilities at the villages etc. The empowerment of the communities in and around our plants is of special significance.

Support to self-employment activities at Dalavoi and two lift irrigation projects in Vishnupuram and a check dam near Yerraguntla plant are some examples.

In the matter of environment, the wind mills setup by the Company in Coimbatore and Tirunelveli Districts, waste heat recovery plant in Vishnupuram and the use of fly ash need special mention.

CHENNAI SUPER KINGS

As the shareholders are aware, your company has bought the Chennai cricket franchise of the Indian Premier League in 2008. The cricket team of the Chennai franchise styled "Chennai Super Kings" has garnered very quickly an eminent brand value and various analysts have valued the Chennai franchise in multiples of the original investment. The company besides having built up this excellent brand has also fostered a successful cricket team with the most consistent record among all teams over the last 3 years. This well knit unit has cornered the glory of being champions of the just concluded Indian Premier League in April 2010. The Companys investment in the cricket franchise has not only served to enhance shareholder value, built up a strong brand which can be used to market the companys products in future but also has promoted cricket and a large fan following all over the world.

NEW CORPORATE OFFICE BUILDING

Your 64 year old company has been helping people move into their own homes. Your directors thought it was time your company also moved into its own premises. Its long cherished dream has been realized in February 2010 with the company moving its corporate office to its own building at "Coromandel Towers", 93, Santhome High Road, Karpagam Avenue, R.A. Puram, Chennai 600 028. ,,-

ACKNOWLEDGEMENT

The Directors are thankful to the Financial Institutions and the Bankers for their continued support. The Directors also thank the Central Government and the various State Governments for their support. The stockists continued their excellent performance during the year and the Directors are appreciative of this. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

On behalf of the Board N.Srinivasan RupaGurunath Vice Chairman & Managing Director Wholetime Director B.S.Adityan ArunDatta R.K.Das N.R.Krishnan V.Manickam A.Sankarakrishnan N.Srinivasan K.Subramanian Place: Chennai 600 028 Date :30th April, 2010 Directors

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