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Directors Report of Orient Cement Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their report and statement of accounts for the financial year ended March 31,2015.


The Board of Directors hereby presents the Annual Report on the business and operations of your Company along with the summary of financial statements for the year ended March 31,2015.

Financial Results

(Rs. in Crores)

Particulars 2014-15 2013-14

Gross Sales 1,768.83 1,646.72

Total Income (Net of Excise) 1,552.95 1,447.73

Earnings before Interest, Depreciation, Amortisation & Taxation 312.64 224.01

Interest / Finance costs 14.13 14.39

Profit before Depreciation and Taxation 298.51 209.62

Depreciation and Amortisation expenses 47.33 56.38

Net Profit before Taxation 251.18 153.24

Taxation 56.40 52.22

Net profit 194.78 101.02

Profit brought forward from last year 92.72 52.66

Profit available for Appropriations 287.50 153.68


Transfer to Debenture Redemption Reserve - -

Transfer to General Reserve - 25.00

Dividend on Equity Shares 35.85 30.73

Corporate Dividend Tax 7.17 5.23

Balance carried to Balance Sheet 244.48 92.72

EPS 9.51 4.93


Your Directors are pleased to inform you that during the year, in spite of the slower than expected growth rate of the GDP, delayed take-off of investments and construction projects and disappointing cement demand, your Company has performed creditably with cement sales volumes of 41 lac tons, registering a good performance with capacity utilisation of 82%, which is significantly better than the industry average of ~70%. Against the general trend of incrementally higher demand for OPC cement, your Company was successful in increasing the PPC sales from 75% to 80%. There was positive growth in sales volumes in the first three quarters of the financial year, but in the 4th quarter, poor demand hurt our volumes. The low volumes in 4th quarter pulled down our annual volume growth into the negative territory.

Though the cement prices remained volatile throughout the year, the overall net realisation for the Company registered an improvement over the previous year. This improved realisation, better product mix and various cost optimisation initiatives have resulted in the Company achieving a significantly improved performance over the previous year with revenue at Rs. 1,535 crores (previous year Rs. 1,430 crores), an increase of 7% over the previous year and EBITDA at Rs. 313 crores (previous year Rs. 224 crores) a 40% increase over last year. The profit before tax (PBT) of the Company for financial year 2015 is at Rs. 251 crores against the financial year 2014 PBT of Rs. 153 crores. The EPS in financial year 2015 comes to Rs. 9.51, an improvement of 93% over the previous year.

The expansion plan of your Company, through addition of a 3 million tons per annum greenfield, integrated plant near Chittapur, Gulbarga District in Karnataka has made significant progress during the year with the cement plant and the captive power plant getting very close to commissioning. The railway siding and employees''colony will be delayed due to late receipt of Karnataka Government''s approval for land for the purpose. However, alternate arrangements have been made to mitigate the effect of these delays. The waste heat recovery system will also be installed only once the kiln has stabilised and the waste heat becomes consistent in availability. The Company is complying with additional conditions imposed by MoEF in the Environmental Clearance, which is adding some new costs to the project. All efforts are now in hand to commission the Plant within a few weeks of the Mining Lease being granted to the Company, which we are hopeful of getting shortly.


For the financial year 2014-15, the Board of Directors have recommended a final dividend of Rs. 1 per Equity Share (face value of Rs. 1 each), amounting to a total payout of Rs. 2,048.69 lacs. This is in addition to the Interim Dividend for the year, Rs. 0.75 per Equity Share paid in January 2015 (amounting to Rs. 1,536.53 lacs). The total dividend per share for financial year 2014-2015 aggregates to Rs. 1.75 per equity share and the total dividend payout for financial year 2014-2015 is Rs. 3,585.22 lacs.

The Register of Members and Share Transfer Books will remain closed from Tuesday, July 21, 2015 to Saturday, July 25, 2015 (both days inclusive) for purposes of payment of the final dividend for the financial year ended March 31,2015 and the Annual General Meeting (AGM).


Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability, thereby upholding the important dictum that an organisation''s corporate governance philosophy is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders.

The compliance report on corporate governance from M/s S.R.Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 301003E), Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under clause 49 of the Listing Agreement with the stock exchanges, is attached herewith as Annexure A to this report.


On March 27, 2015, the Board of Directors had, on the recommendation of the Nomination & Remuneration Committee, re-appointed Mr. Desh Deepak Khetrapal (DIN 02362633) as Managing Director & Chief Executive Officer of the Company for a period of three years starting from April 1, 2015. Thereafter, on May 8, 2015, the Board of Directors had, again on the recommendation of the Nomination & Remuneration Committee, amended the period of his contract from 3 years to 5 years with effect from April 1, 2015. The Board recommends your approval for Mr. Khetrapal''s re-appointment for 5 years effective from April 1,2015.

Pursuant to Section 161 of the Companies Act, 2013 read with Articles of Association of the Company, Ms. Amita Birla (DIN 00837718) was appointed as an Additional Director by the Board in the category of Non-Executive Director w.e.f. March 27, 2015. Ms. Amita Birla will hold office up to the date of ensuing Annual General Meeting of the Company and is eligible for appointment as Director.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Mr. CK Birla (DIN 00118473), Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment.

The brief resume and other details relating to the Directors, who are to be appointed/ re-appointed as stipulated under Clause 49 of the Listing Agreement, are furnished in the Annual Report.

Further, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.


Mr. Sushil Gupta was appointed as Chief Financial Officer of the Company w.e.f. August 7, 2014.

The following employees were designated as whole-time Key Managerial Personnel by the Board of Directors during the year under review:

* Mr. Desh Deepak Khetrapal

* Mr. Sushil Gupta

* Ms. Deepanjali Gulati


At the Annual General Meeting held in the year 2014, M/s S.R.Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E) Statutory Auditors of the Company were re-appointed by the shareholders to hold office as Statutory Auditors from the conclusion of Annual General Meeting held in the year 2014 till the conclusion of Eighth Annual General Meeting of the Company to be held in the year 2019, subject to ratification of their appointment at every Annual General Meeting.

Under Section 139 of the Companies Act, 2013, the Company is required to place the matter relating to Statutory Auditor''s appointment for ratification by members at every Annual General Meeting.

The Company has received a letter from the Statutory Auditors confirming that they are eligible for appointment as Auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in Section 141 of the Companies Act, 2013.

Based on the recommendations by the Audit Committee, the Board of Directors of the Company recommend the ratification of appointment of M/s S.R.Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration Number 301003E) as Statutory Auditors of the Company by the shareholders at the ensuing Annual General Meeting.

The observations of the Auditors in their report, read together with the notes on Accounts, are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.


Pursuant to Section 148 of the Companies Act, 2013, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its ''Cement'' activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Mr. Somnath Mukherjee, Cost Accountant, (M. No. F5343) as Cost Auditor for auditing the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs. 60,000/-. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in the general meeting for ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Mr. Somnath Mukherjee, Cost Auditors (M.No. 5343) is included in the notice convening the Annual General Meeting.

The Company has received a letter from him to the effect that his re-appointment would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013.


The Board of Directors of the Company have appointed M/s. Ranjeet Pandey and Associates, Company Secretaries, (Registration No. F-5922) as the Secretarial Auditor of the Company in relation to the financial year 2014-2015, in terms of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Report of the Secretarial Audit is attached as Annexure B and forms an integral part of this Report.

The comments mentioned in Secretarial Audit Report are self explanatory.


The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a Corporate Social Responsibility Policy. The Company has undertaken activities as per the CSR Policy (available on Company''s website: www.orientcement.com) and the details are contained in the Annual Report on CSR activities given in Annexure C forming a part of this Report. The Company will continue to support social projects that are consistent with the policy.

The main core areas for Orient Cement Limited''s CSR programs are education and healthcare support. The Company continues to support social causes and has, like in the previous years, made contributions for promotion of education and promoting social good by providing primary healthcare support, during the year. At Orient Cement Limited, we take our social responsibilities as seriously as we do our core business. We seek to maximise the social, environmental and economic impact of our activities.

Our most important responsibility is to fulfil the expectations of our stakeholders and to continuously improve our social, environmental and economical performance while ensuring the sustainability and operational success of our Company.


The paid up Equity Share Capital as on March 31, 2015 was Rs.20,48,68,760. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or sweat equity.


The details forming part of the extract of the Annual Return in Form MGT 9 are attached as Annexure D herewith and form an integral part of this Report.


The Company does not have any Subsidiary / Associate.


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


All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. All related party transactions were placed before the Audit Committee and also for the Board approval, wherever required. Prior omnibus approval of the Audit Committee is generally obtained for the transactions which are of a foreseen and repetitive nature and these transactions are reviewed by the Audit Committee on quarterly basis. The policy on related party transactions as approved by the Board is uploaded on the Company''s website: www.orientcement.com.The details of transactions entered into with related parties are attached as Annexure E in form AOC-2 that form an integral part of this Report.


We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.


The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure F and form an integral part of this Report.


The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal or unethical practices, unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Whistle Blower Policy is available on the website of the Company: www.orientcement.com.


The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.


The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013".

Up till date, the Company has not received any complaint under the Policy.


Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has developed and implemented the Risk Management Policy. The details of policy are set out in the Corporate Governance Report forming part of the Directors''Report.


Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.


During the year under review, your Company has received many awards for achievements in different areas such as:

Devapur Factory :

* Greentech Safety Award - 2014 Silver Category in Cement Sector

* Mines Safety Awards - 2014;

* Mine Lighting & Electrical installations - 1st Prize

* Afforestation in Mines - 1st Prize

* Publicity & Propaganda - 1st Prize

* Drilling & Blasting - 2nd Prize

* Over all Performance - 3rd Prize

* Reclamation & Rehabilitation - 2nd Prize

* Corporate Social Responsibility - 3rd Prize

* Over all performance - 3rd Prize

* Overall performance 3rd prize in Mines Environment & Mineral Conservation Week - 2014

* Greentech Environment Award - 2014 in GOLD category

* Top Assessee of Central Excise Duty Payer

Jalgaon Factory:

* Highest tax paid award in Jalgaon Chittapur, Project

* Best Safe Poject Site Award from Directorate of Factories & Boilors, Gulbarga Region.


The details of Board Meetings and Committee of Board Meetings are given in the Corporate Governance Report.


The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the financial year 2015-16 have been paid to these exchanges.


There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.


Particulars with respect to conservation of energy and technology absorption, pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, for the year ended March 31,2015 are attached as Annexure G and form an integral part of this Report.


The Foreign Exchange earned during the year is Nil and the Foreign Exchange outgo during the year is Rs. 10,342.19 lacs.


With the aim of going green and minimising our impact on the environment, we are sending electronic copies of the Annual Report 2015 and Notice of the 4th AGM to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and Notice of the 4th AGM are being sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all the resolutions set forth in the notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.


To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2015 and of the profit and loss of the Company for that period;

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

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

h. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.


Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Company''s resources for sustainable and profitable growth.

The Directors wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

We thank our customers, vendors, investors and bankers for their continued support during the year. We also thank the various Central and State Government Departments, Organisations and Agencies for their continued help and all the co-operation extended by them.

Your Directors look forward to a long term future with confidence.

By order of the Board of Directors For Orient Cement Limited

CK Birla Place: New Delhi Chairman Date: May 8, 2015 (DIN 00118473)

Mar 31, 2013

The are pleased to present the annual report along with audited accounts of your Company for the year ended 31st March 2013.

Financial results

The financial performance of the Company for the year ended 31st March 2013 is summarised below:

(Rs.in crores)

2012-13 2011-12

Gross sales 1716.70

Total income (net of excise) 1506.28

Earnings before interest, depreciation, amortisation & taxation 323.40 (1.59) Interest/Finance costs 18.71

Profit before depreciation and taxation 304.69 (1.59)

Depreciation 56.05

Net profit before taxation 248.64 (1.59)

Taxation 86.97 (0.52)

Net profit 161.67 (1.07)

Profit brought forward from last year (1.07)

Profit available for appropriations 160.60 (1.07) Appropriations

Transfer to Debenture Redemption Reserve 25.00

Transfer to General Reserve 35.00

Dividend on equity shares 40.97

Corporate dividend tax 6.97

Balance carried to Balance Sheet 52.66

Total 160.60 (1.07)

EPS 7.89 (21.47)

The results for the year under review are not comparable with that of the previous year on account of implementation of the Scheme of Arrangement detailed herein below.

Scheme of Arrangement

The Scheme of Arrangement between Orient Cement Limited and Orient Paper & Industries Ltd., was approved by the Orissa High Court vide its orders dated 27th July, 2012 and 23rd February, 2013. In accordance with the said Scheme of Arrangement, the Cement undertaking of Orient Paper & Industries Ltd., stood transferred and vested in the Company with effect from the appointed

date i.e. 1st April, 2012. The results for the year ended March 31, 2013 are, therefore, not strictly comparable with that of the immediately preceding year.

Share Capital & Listing of Shares

In terms of the aforesaid Scheme of Arrangement, the Company issued and allotted 20,48,68,760 equity shares of Re. 1/- each in the capital of the Company to those

shareholders of Orient Paper & Industries Ltd., holding shares on the record date i.e. 9th March, 2013.

Consequent upon the issue of shares, the Company ceases to be a wholly owned subsidiary of Orient Paper & Industries Ltd.

The Company has made listing applications to the BSE Ltd. and National Stock Exchange of India Ltd. for listing of 20,48,68,760 equity shares of Re. 1/- each. Pending receipt of the listing and trading approval from the Stock Exchanges, the equity shares are suspended for trading.


Subject to the shareholders'' and other requisite approvals, your Directors recommend payment of dividend of Rs. 2 per equity share of Re. 1 each (200%) for the year ended 31 March 2013. The cash outflow on account of dividend on equity capital and dividend tax works out to Rs. 4794 lacs, which constitutes 29.65% of our net profit for the year.

Economic climate and our performance

The economic climate in the country has continued to remain challenging and almost all sectors have encountered a slow-down in demand and increase in administered prices. The economy''s growth rate this year is the lowest for a long time. In the infra-structure and project related areas, the delays in getting regulatory approvals, the difficulties in land acquisition and depressed demand conditions have combined to slow down actual investments and growth.

The national demand for cement has remained subdued with growth estimated at just about 5.5%, with sharp differences in different parts of the country. This slower than expected demand has led to an over-supply and lower capacity utilisation which have impacted the price

realisation for all the manufacturers. While prices have remained low compared to the previous year, coal, power and diesel costs have been rising sharply due to the crises in the coal and power sector and due to Government''s decision to do away with diesel subsidies in a phased manner. The lower realisations and the impact of higher costs has had an impact on this year''s profitability of all cement manufacturers.

Within this over-all scenario of the cement industry, the performance of your company can be considered more than satisfactory. While the growth in sales is certainly healthy, given the fact that we essentially operate in Andhra Pradesh and parts of Maharashtra, our realisations too have suffered in line with the market forces. The demand in our markets has been impacted by many factors including the shortage of sand due to suspension of sand mining under judicial orders in both the states in which we operate, and due to severe water shortage and drought conditions affecting large parts of Maharashtra. Despite challenging markets, your company managed to achieve capacity utilisation of over 80% against the industry average of under 70% in our cluster. Further, with our intense focus on our operations and customer- service, we have managed to make progress in gaining market share in our core markets and also in gaining higher efficiencies at our plants including in power and coal consumption. We could not, for obvious reasons, remain immune to the increased procurement prices of coal, power and diesel. As a result, despite growth in market share and better capacity utilisation compared to peers, the PBIT of your company remained depressed, especially in the latter part of the year.

The Captive Power Plant at Devapur stabilised in the second half of 2012-13 and during some months, when the demand from the operations was lower, we successfully managed to sell excess power to the power exchange.

Our Jalgaon cement grinding unit successfully challenged the TPM audit and earned the distinction of being TPM certified.

While the slow demand and market conditions are still continuing, we have focused our efforts on building further on our strong market position in our core markets, expanded our reach by enlarging our distribution network and improving the quality and availability of cement. On the operations side, the plants have been maintained in very good condition with focus on improving efficiencies, house-keeping and safety & environment protection activities.

We are keeping up our efforts towards improving our market position in these times and on being prepared to fully take advantage of the turnaround in the market as and when it comes about.

Meantime, the new green-field 3 million tons per annum integrated cement plant proposed at Chittapur in Gulbarga district in Karnataka has received the environmental clearance (industry) from Ministry of Environment and Forests, Government of India, while the same clearance for mines is still awaited. The equipment selection and ordering is now in progress and the actual construction activity is likely to start very shortly. This plant is proposed to go on stream in the FY 2014-15.

Corporate Governance

Though the company has applied for listing with BSE Limited and National Stock Exchange of India Limited, it is in compliance with Corporate Governance requirement in terms of Clause 49 of the Listing Agreement(s). A report on Corporate Governance is attached and form part of this report.

Sustainable development and environment

We consider sustainable development and environment protection as integral parts of our management culture and philosophy. Significant work continues to be done in these areas on a consistent and sustainable basis.

Cash flow analysis

The cash flow statement for the year ended 31st March 2013 is included in the annual accounts.

Statutory matters


The funds raised against debentures in the books of the Company were utilised for the purposes as sanctioned.


Sarvashri Haigreve Khaitan, P. K. Sonthalia, P. C. Agarwala and M. L. Pachisia ceased to be Directors of the Company during the year. The Board places on record its appreciation of the valuable contribution made by the Directors during their tenure as members of our Board.

Shri Rajeev Jhawar was appointed as a Director of the Company w.e.f. 13th August, 2012.

Sarvashri Vinod Kumar Dhall and Rabindranath Jhunjhunwala were co-opted as Additional Directors on the Board of the Company w.e.f. 1st November, 2012 and 25th March, 2013 respectively and hold office till the conclusion of the ensuing Annual General Meeting of the Company. Notices pursuant to Sec 257 of the Companies Act, 1956, have been received from the shareholders proposing Mr. Dhall and Mr. Jhunjhunwala for appointment as Directors of your Company.

Shri C. K. Birla, a Director of the company, retires by rotation at the Annual General Meeting and is eligible for re-election.


M/s. S. R. Batliboi & Co. LLP, Chartered Accountants and Auditors of the Company, retire and offer themselves for re-appointment.

Cost auditors

As required under the provisions of Section 233B of the Companies Act, 1956, qualified cost auditors are being appointed to conduct cost audits.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Details regarding conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo are furnished in Annexure "A" to this report, pursuant to the provisions of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Directors responsibility statement

Directors'' responsibility statement pursuant to section 217(2AA) of the Companies Act, 1956 are given in Annexure "B" to the annual report.

Note No. 27 appearing in accounts referred to in the Auditors'' Report is self-explanatory.

Particulars of employees

Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956 are given in Annexure "C" to the annual report.


Your Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, cooperation and support in the Company''s endeavours to achieve continuous growth and progress.

By Order of the Board

C.K. BirlA

New Delhi, 2nd May, 2013 Chairman